EXHIBIT 10.1

SECOND AMENDMENT TO FORBEARANCE AGREEMENT

THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (the "Second Amendment") is made and entered into as of August 28, 2009, by and among PREMIX-MARBLETITE MANUFACTURING CO. (" Premix "), DFH, INC. , formerly known as Acrocrete, Inc. and Acro Holdings, Inc. (" DFH "), and JUST-RITE SUPPLY, INC. (" Just-Rite "), each a Florida corporation (each a " Borrower " and collectively, " Borrowers "); IMPERIAL INDUSTRIES, INC. , a Delaware corporation (" Guarantor "); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually (" Assignee "); and WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) (" Lender ").

Recitals :

Lender and Borrowers entered into a certain Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 (as amended, restated, modified and supplemented from time to time, the " Loan Agreement "), pursuant to which Lender has made loans and other extensions of credit to Borrowers, which loans and extensions of credit are secured by security interest in and liens upon all of the assets of Borrowers and guaranteed unconditionally by Guarantor.

Just-Rite has made an assignment for the benefit of its creditors under Florida law, styled In re Just-Rite Supply, Inc., Assignor, to Michael Phelan, Assignee , Case No. CACE 2009 09032744XXXX (04), In the Circuit Court of the 17th Judicial Circuit, In and For Broward County, Florida (the " ABC ").  Assignee is the assignee in the ABC.

Lender, Borrowers and Guarantor entered into a Forbearance and Amendment Agreement dated June 9, 2009 (as at any time amended, the " Forbearance Agreement "). By separate written agreement, Assignee has agreed to be bound by the Loan Agreement and the Forbearance Agreement.   On or about August 7, 2009, Lender, Borrowers, Guarantor and Assignee entered into a First Amendment to Forbearance Agreement dated as of August 7, 2009 (the " First Amendment ").

Borrowers, Guarantor and Assignee have requested that the Forbearance Agreement be amended, and Lender is willing to amend the Forbearance Agreement as hereinafter set forth.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and in consideration of the premises and the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

1.

Definitions .  All capitalized terms used in this Second Amendment, unless otherwise defined, shall have the meanings ascribed to such terms in the Forbearance

Agreement; provided that as used herein, the term "Obligor" shall mean and include Borrowers, Guarantor and the Assignee (solely in his capacity as assignee in the ABC, and not individually).

2.

Acknowledgments and Stipulations of Obligors .   

(a)

Each Obligor acknowledges, stipulates and agrees that (1) as of the opening of business on August 27, 2009, the aggregate net principal balance of Revolving Loans outstanding under the Loan Agreement, exclusive of accrued interest, costs, bank fees and attorneys' fees chargeable to Obligors under the Financing Agreements, totaled approximately $352,099; (2) all of the Obligations are absolutely due and owing to Lender without any defense, deduction, offset or counterclaim (and, to the extent any Obligor had any defense, deduction, offset or counterclaim on the date hereof, the same is hereby waived); (3) Events of Default have occurred and exist under the Financing Agreements, (4) the Financing Agreements executed by each Borrower are