exhibit 10. 19 termination and settlement agreement this termination and settlement agreement ( the " agreement " ) is entered into as of may 11, 2010, between 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 wells fargo bank, national association ( " lender " ), a national banking association and successor by merger to wachovia bank, national association, as successor to congress financial corporation ( florida ) under the loan agreement ( defined below ). recitals : congress financial corporation ( florida ) ( " congress " ) 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 ( as successor to wachovia, which is the successor to congress ) has made loans and other extensions of credit to borrowers, which loans and extensions of credit are secured by security interests in and liens upon all of the assets of borrowers and guaranteed unconditionally by guarantor. events of default occurred under ( and as defined in ) the loan agreement. lender, borrowers and guarantor entered into a forbearance and amendment agreement dated june 9, 2009 ( as at any time amended, the " forbearance agreement " ). the forbearance agreement was amended on several occasions with the consent of the assignee, and then the forbearance agreement expired on april 30, 2010. 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 ) ( the " abc " ), in the circuit court of the 17th judicial circuit