IMPERIAL INDUSTRIES INC
FORM OF PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>formofpromissory.txt
<DESCRIPTION>FORM OF PROMISSORY NOTE
<TEXT>

                                                                    Exhibit 10.4
                                                                    ------------
                                 PROMISSORY NOTE
                                 ---------------


$811,0000.00                                                         May 1, 2003


         FOR VALUE RECEIVED, Imperial Industries, Inc, a Delaware corporation,
("Maker"), hereby promises to pay to the order of Imperial Settlement LLC
("Payee"), the principal sum of Eight Hundred Eleven Thousand Dollars
($811,000.00) in lawful money of the United States of America, together with
interest accruing (i) from the date of this Promissory Note through November 1,
2004 at the rate of Five and Sixth/Tenths percent (5.60%), and (ii) from
November 1, 2004 through May 1, 2006 at a rate of Eight percent (8.00%), on the
terms set forth herein as follows:

         1. Principal and interest on this Promissory Note shall be due and
payable by Maker to Payee as follows:

                  (a) Subject to the right of prepayment in section 2, payments
         of accrued interest only shall be due and payable in the amount of
         Twenty-Two Thousand Seven Hundred Eight Dollars ($22,708.00)
         semi-annually on November 1 and May 1 each year commencing on November
         1, 2003 through November 1, 2004 and, in the amount of Thirty-Two
         Thousand Four Hundred Forty Dollars ($32,440.00) semi-annually on May 1
         and November 1 of each year commencing May 1, 2005 and a final payment
         of principal and accrued interest in the amount of Eight Hundred
         Forty-Three Thousand Four Hundred Forty-Four Dollars ($843,440.00)
         shall be due on May 1, 2006. Under no circumstances will the interest
         rate on this Promissory Note be more than the maximum rate allowed by
         applicable law.

                  (b) Interest on the Promissory Note shall be computed on the
         basis of an 360-day year comprised of 30-day months provided that for
         interest due and payable any day other than a semi-annual payment date,
         interest shall be computed on the basis of a 360-day year and the
         actual number of days elapsed. If a due date for the payment of
         principal or of interest on this Promissory Note falls on a Saturday,
         Sunday or legal holiday, such payment shall be due on the next
         succeeding banking day.

                  (c) Any sums payable hereunder shall be applied first to cure
         any default hereunder (including payment of all costs and expenses),
         second to interest, and third to reduction of principal. Any payment
         made following the due date shall be payable with interest on the
         amount of such payment attributable from the due date at the Default
         Rate, as hereinafter defined.


<PAGE>

         2. This Promissory Note may be prepaid, without penalty at any time
during the term hereof, at the option of Maker. All sums received as a
prepayment, after first being applied to any expense and accrued interest due to
Payee hereunder shall be applied to reduce the principal becoming due hereunder.
In the event Maker prepays this Promissory Note in full but not part on or prior
to November 1, 2004, the amount of principal due hereunder shall be reduced from
$811,000.00 to $567,700.00.

         3. Payments not made within fifteen (15) days of the due date under the
terms of this Promissory Note, shall be subject to a late charge of Five percent
(5%) of such late payment.

         4 All payments due hereunder shall be due and payable at the address of
Payee as set forth in Paragraph 14, or at such other place as Payee, from time
to time, may designate in writing.

         5. The following shall constitute events of default (individually and
collectively referred to as "Events of Default":

                  (a) The failure of Maker to pay when due the payment of
         principal and/or interest, or any other sums due hereunder, upon 10
         calendar days following written notice that timely payment was not
         made;

                  (b) The Maker shall (i) suspend or discontinue its business,
         or (ii) make an assignment for the benefit of creditors, or (iii) admit
         in writing its inability to pay its debts as they become due, or (iv)
         file a voluntary petition or answer seeking for itself any
         reorganization, arrangement, composition, readjustment of debt,
         liquidation or dissolution or similar relief under any present or
         future statute, law or regulation of any jurisdiction, or (v) petition
         or apply to any tribunal for any receiver, custodian or any trustee for
         any substantial part of its property, or (vi) be the subject of any
         bankruptcy, insolvency, receivership or similar proceeding filed
         against it which remains undismissed for a period of sixty (60) days,
         or (vii) file any answer admitting or not contesting the material
         allegations of any petition provided in this section 5(b) filed against
         it, or of any order, judgment or decree approving such petition in any
         such proceeding, or (viii) seek, approve, consent to, or acquiesce in
         any proceeding provided in this section 5(b), or in the appointment of
         any trustee, receiver, custodian, liquidator, or fiscal agent for it,
         or any substantial part of its property, or an order is entered
         appointing any such trustee, receiver, custodian, liquidator or
         dissolution of the Maker;


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<PAGE>

                  (c) An order for relief is entered under the United States
         Bankruptcy laws or any other decree or order is entered by a court
         having jurisdiction (I) adjudging the Maker bankrupt or insolvent, or
         (ii) approving as properly filed a petition seeking reorganization,
         liquidation, arrangement, adjustment or composition of or in respect of
         the Maker under the United States Bankruptcy laws or any other
         applicable federal or state law, or (iii) appointing a receiver,
         liquidator, assignee, trustee, custodian, sequestrator (or other
         similar official) of the Maker or of any substantial part of the
         property of the Maker, or (iv) ordering the winding up or liquidation
         of the affairs of the Maker and any such decree or order continues
         unstayed and in effect for a period of sixty (60) days;

                  (d) The Maker sells or otherwise disposes of all or
         substantially all of the Maker's property, except in the ordinary
         course of business.

         6. Upon the occurrence of one or more Events of Default, Payee, at its
option and without further notice to Maker, may declare immediately due and
payable the entire unpaid balance of principal, anything herein to the contrary
notwithstanding; and payment thereof may be enforced and recovered in whole or
in part at any time by one or more of the remedies provided to Payee in this
Promissory Note, any document, agreement and/or other instrument, and/or by
applicable law.

         7. Payment due hereunder may be enforced and recovered in whole or in
part at any time by one (1) or more of the remedies provided to Payee in this
Promissory Note or otherwise. In such case Payee may also recover all reasonable
costs of suit and other reasonable expense in connection therewith, including
reasonable attorney's fees. In addition, notwithstanding anything herein to the
contrary, upon an Event of Default, the rate of interest hereunder shall
automatically accrue at fifteen percent (15%) (the "Default Rate"), which
Default Rate shall commence on the date of the Event of Default and continue
until the earlier of the cure of such default or payment in full hereunder.

         8. The rights and remedies of Payee as provided herein or otherwise
shall be cumulative and concurrent, and may be pursued singly, successively or
together at the sole discretion of Payee, and may be exercised as often as
occasion therefor shall occur, and, to the maximum extent permitted by
applicable law, the failure to exercise any such right or remedy shall in no
event be construed as a waiver or release thereof.

         9. Maker hereby waives, to the maximum extent permitted by applicable
law, presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest and notice of protest of this Promissory Note, and Maker
agrees that its liability is unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee. Maker hereby consents to any and all extensions of time, renewals,
waivers or modifications that may be granted by Payee with respect to the
payment or other provisions of this Promissory Note, and agrees that additional
makers, endorsers, guarantors or sureties may become parties hereto without
notice to it or affecting its liability hereunder.

         10. Payee shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by Payee, and then only to the extent specifically set forth
in the writing. A waiver of one (1) event shall not be construed as continuing
or as a bar to or waiver of any right or remedy as to a subsequent event.


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<PAGE>


         11. Any action or proceeding seeking to enforce any provision of, or
based on, any right arising out of, this Promissory Note shall be brought
against any of the parties hereto in the courts of the State of Delaware, or in
the United States District Court for the District of Delaware, and the Maker
hereby irrevocably and unconditionally submits and consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding, waives any objection concerning jurisdiction and
venue with respect to any such action or proceeding in any of such courts.

         12. This Promissory Note shall be governed by and construed according
to the laws of the State of Delaware (without regard to its conflict of laws or
rules), all rights and remedies being governed by such laws. THIS PROMISSORY
NOTE IS, AND IS INTENDED BY THE MAKER, TO BE AN INSTRUMENT UNDER SEAL.

         13. Whenever used, the singular number shall include the plural, the
plural the singular, the use of any gender shall be applicable to all genders,
and the words "Payee" and "Maker" shall be deemed to include the successors and
assigns of Payee and Maker.

         14. All notices, consents, waivers, and other communications under this
Promissory Note must be in writing and will be deemed to have been duly given
(a) on the date delivered if delivered by hand (with written confirmation of
receipt), (b) on the date sent if sent by facsimile (with written confirmation
of receipt), provided that a copy is mailed by registered mail, return receipt
requested, or (c) two (2) days after deposit with a next-day courier service of
national reputation if sent by a nationally-recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):

                  Maker:                    Imperial Industries, Inc.
                                            1259 N.W. 21st Street
                                            Pompano Beach, FL  33069
                                            Attn: Howard L. Ehler, Jr.
                                            Telephone:  954-917-4114
                                            Fax:  954-917-2775


                  Payee:                    Imperial Settlement LLC
                                            c/o Smith, Katzenstein & Furlow LLP
                                            800 Delaware Avenue
                                            P. O. Box 410
                                            Wilmington, DE  19899
                                            Attn:  Laurence V  Cronin, Esquire
                                            Telephone:  302-652-8400
                                            Fax:  302-652-8405




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<PAGE>


         15. All approvals, consents, or authorizations necessary for the Maker
to execute, deliver and perform under this Promissory Note have been duly
obtained in accordance with applicable law.

         16. PAYEE ADVISES MAKER THAT IT SHOULD CONTACT ATTORNEYS, OTHER THAN
PAYEE, TO REVIEW THIS PROMISSORY NOTE AND ADVISE MAKER OF THE OBLIGATIONS AND
OTHER RAMIFICATIONS ON MAKER OF EXECUTING THIS PROMISSORY NOTE. TO THE EXTENT
THAT MAKER DOES NOT SEEK SUCH ADVISE OF COUNSEL IT DOES SO KNOWINGLY AND
VOLUNTARILY.


         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
         caused this Promissory Note to be duly executed and sealed, and to be
         dated the day and year first above written.


                                    MAKER:

Attest:                             IMPERIAL INDUSTRIES INC.
[CORPORATE SEAL]

____________________________        By:_____________________________(SEAL)
Secretary                                         Name:
                                                  Title:


Sworn to and subscribed before me this _____ day of _________________, 2003.



[SEAL]
                                    _______________________________
                                             Notary Public


                                    My Commission Expires:__________










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</DOCUMENT>
