Exhibit 10.31
                                                    -------------

                 TERMINATION AND MUTUAL RELEASE

     THIS  TERMINATION AND MUTUAL RELEASE (this  "Agreement")  is
executed  this  23rd day of September 2003 by and  between  Eagle
Supply  Group, Inc., a Delaware corporation (the "Company"),  and
Seaway  Holdings,  Ltd.  ("Seaway").   Carlton  Fields,  P.A.,  a
Florida  professional corporation ("Escrow Agent"), is  executing
this  Agreement  solely for purposes of serving as  escrow  agent
under Section 8 of this Agreement.

     WHEREAS, Seaway, Alpha Capital AG, Bristol Investment  Fund,
Ltd.,   Stonestreet   LP,  and  HAA,  Inc.   (collectively,   the
"Investors")  and the Company entered into a Securities  Purchase
Agreement,  dated as of May 15, 2003 (the "Purchase  Agreement"),
pursuant  to which the Company agreed to sell, and the  Investors
agreed  to buy, in a private placement transaction (the  "Private
Placement"),  1,090,909  shares of the  Company's  common  stock,
$0.0001  par  value per share (the "Common Stock"), and  warrants
exercisable  for the purchase of up to 109,091 shares  of  Common
Stock (the "Warrants");

     WHEREAS,  the  Common  Stock and the  Warrants  were  to  be
purchased in two equal and separate tranches;

     WHEREAS,  in  connection  with the  Private  Placement,  the
Company  and  the  Investors entered into a  Registration  Rights
Agreement,  dated  as  of May 15, 2002 (the "Registration  Rights
Agreement"), pursuant to which the Company agreed to register for
resale  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"), all of the shares of Common Stock  issued  in
the  Private  Placement, as well as the shares  of  Common  Stock
issuable upon exercise of the Warrants;

     WHEREAS,  the first tranche of the Private Placement  closed
on  May  15, 2003, and under the terms of the Purchase Agreement,
the  second tranche was required to close no later than September
11, 2002;

     WHEREAS, the Investors advised the Company on September  12,
2002  that  the Investors would not be purchasing the  securities
they  were  required  to purchase in the second  tranche  of  the
Private Placement;

     WHEREAS, Seaway wishes to transfer 181,718 of the shares  of
Common  Stock  it acquired in the first tranche  of  the  Private
Placement   (the   "Shares")  without  registration   under   the
Securities Act pursuant to the exemption provided by Section 4(1)
of  the Securities Act and the safe harbor provisions of Rule 144
promulgated under the Securities Act (the "Transfer"); and

     WHEREAS,  the  Company and Seaway desire to terminate  their
rights   and   obligations  under  the  Purchase  Agreement   and
Registration  Rights Agreement and provide the releases  to  each
other as are set forth below;

     NOW,  THEREFORE, in consideration of the foregoing  recitals
and  for  other good and valuable consideration set forth  below,
the receipt and sufficiency of which are hereby acknowledged, the
Company  and Seaway, intending to be legally bound, hereby  agree
as follows:


<PAGE>


1.   Payment  of  Settlement Amount.  Prior to the  execution  of
     ------------------------------
     this Agreement by the Company, Seaway shall have paid to Escrow
     Agent  the  amount of Fifty Thousand Dollars ($50,000)  (the
     "Settlement Amount"), by wire transfer of immediately available
     funds, to be held, administered and distributed by Escrow Agent
     under the terms of Section 8 of this Agreement.

2.   Delivery  of  Documents.   Seaway  shall  not  exercise  its
     -----------------------
     respective  Warrant (the "Seaway Warrant").   Prior  to  the
     execution of this Agreement by the Company, Seaway shall deliver
     to Escrow Agent the Seaway Warrant, the Rule 144 Shareholder
     Certificate, in the form attached to this Agreement as Attachment
     A (the "Rule 144 Certificate"), fully executed by Seaway, and the
     Broker's Certificate Regarding Rule 144(g), in the form attached
     to this Agreement as Attachment B (the "Broker's Certificate"),
     fully executed by the broker who executed the Transfer, each of
     such documents to be held, administered, and distributed  by
     Escrow Agent under the terms of Section 8 of this Agreement.  On
     the date of this Agreement, the Company shall direct Carlton
     Fields, P.A. to place its legal opinion relating to the Transfer
     (the "Legal Opinion") into escrow to be held, administered, and
     distributed by Carlton Fields, P.A. in its capacity as escrow
     agent under the terms of Section 8 of this Agreement.

3.   Effect of Releases from Escrow.  Upon payment and release of
     ------------------------------
     the escrow by Escrow Agent in accordance with Section 8(b) of
     this AgreementUpon receipt by the Company of confirmation that
     the  Shares  have been sold to the Purchaser,  the  Purchase
     Agreement, Registration Rights Agreement, and Seaway Warrant
     shall be deemed automatically terminated and cancelled, null and
     void,  and of no further force or effect.  Upon payment  and
     release of the escrow by Escrow Agent in accordance with Section
     8(c) of this Agreement, this Agreement shall be deemed terminated
     and the releases under Section 4(a) and Section 4(b) of this
     Agreement shall be null and void ab initio and of no force or
     effect; provided, however, that neither party shall be excused,
     by virtue of such termination, from any breach by it under this
     Agreement.

4.   Mutual Release.
     --------------

     (a)  Effective upon the payment and release of the escrow under
          Section 8(b) of this Agreement, Seaway on behalf of itself and
          its affiliates hereby fully and unconditionally releases, acquits
          and forever discharges the Company and its affiliates, directors,
          officers, employees, and representatives from any and all
          actions,  manner of actions, causes of action,  claims,
          obligations, demands, damages, costs, expenses, compensation or
          other relief, which Seaway now has, has ever had, or which it may
          hereafter have, whether known or unknown, whether in law or
          equity, arising out of or relating to the Private Placement
          including, but not limited to, the breach or default by the
          Company of any provision, covenant, representation, warranty, or
          obligation contained in the Purchase Agreement or Registration
          Rights Agreement or the violation by the Company of any law,
          rule, or other governmental regulation, including, but not
          limited to, federal and state securities laws and state corporate
          laws which may apply to the Private Placement, the Purchase
          Agreement, the Registration Rights Agreement or any of the
          transactions contemplated thereunder.

     (b)  Effective upon the payment and release of the escrow under
          Section 8(b) of this Agreement, the Company on behalf of itself
          and its affiliates hereby fully and


                                      2

<PAGE>

          unconditionally releases, acquits and forever discharges Seaway
          and its affiliates from any and all actions, manner of actions,
          causes of action, claims, obligations, demands, damages, costs,
          expenses, compensation or other relief, which the Company now has,
          has ever had, or which it may hereafter have, whether known or
          unknown, whether in law or equity, under the Purchase Agreement
          or Registration Rights Agreement, including, but not limited to,
          the breach or default by Seaway of any provision, covenant,
          representation, warranty, or obligation contained in the Purchase
          Agreement or Registration Rights Agreement or the violation by
          Seaway of any law, rule, or other governmental regulation,
          including, but not limited to, federal and state securities laws
          and state corporate laws which may apply to the Private Placement,
          the Purchase Agreement, the Registration Rights Agreement or any
          of the transactions contemplated thereunder; provided, however,
          that the release, acquittal and discharge in this Section 4(b)
          shall not apply with respect to, or be deemed to release, acquit
          or discharge Seaway or its affiliates from, any of the
          representations, warranties, covenants or agreements of Seaway
          under the Rule 144 Certificate.

     (c)  With  regard to those matters which it has released  as
          described in Section 4(a) or 4(b) above, neither the Company nor
          Seaway shall institute a lawsuit or administrative proceeding, or
          assert any claim of any nature against any person or entity
          thereby released with regard to any such matters which have been
          released.

5.   Representations  and  Warranties.    Each  party   to   this
     --------------------------------
     Agreement hereby represents and warrants to the other that (a) it
     has the requisite corporate and other authority to enter into,
     deliver and fulfill its obligations under this Agreement and each
     other document delivered by it in connection herewith, and (b)
     that  this Agreement and each other document related to  the
     Transfer  or this Agreement to which it is a party  that  is
     delivered to another party hereto has been duly authorized and
     executed by such party and, when delivered to the other party,
     will be its legal and binding obligation, enforceable against it
     in accordance with its terms.

6.   Admissions.   This  Agreement and  any  documents  delivered
     ----------
     pursuant to this Agreement are not an admission or concession by
     either the Company or Seaway of any liability, fault, wrongdoing,
     or illegal acts or omissions.

7.   Press  Releases.  Seaway will not issue a press  release  or
     ---------------
     make any other public announcement relating to this Agreement
     unless  the Company has agreed in writing to the timing  and
     content of such release or announcement.

8.   Escrow.
     ------

     (a)  The Company and Seaway hereby appoint Escrow Agent to act as
          the  escrow agent, and Escrow Agent hereby accepts such
          appointment, under the terms of this Section 8.  Escrow Agent
          agrees to hold the Settlement Amount, Seaway Warrant, and
          original execution copies of the Rule 144 Certificate, Broker's
          Certificate, and this Agreement until released in accordance with
          Section 8(b) or Section 8(c) of this Agreement.

     (b)  At such time that Escrow Agent shall have received each of
          the Settlement Amount, the Seaway Warrant, the Rule 144
          Certificate and Broker's Certificate executed as required by
          Section 2, and an original execution copy of this Agreement
          executed by


                                      3

<PAGE>

          the parties hereto, Escrow Agent shall (i) pay the Settlement
          Amount to the Company by wire transfer of immediately
          available funds, (ii) deliver the Seaway Warrant and an executed
          copy of this Agreement to the Company, (iii) deliver an executed
          copy of this Agreement to Seaway, and (iv) release the Legal
          Opinion to the Company's transfer agent, and Escrow Agent shall
          have no further duties under this Agreement.

     (c)  If, on or before September 23, 2003, Escrow Agent shall not
          have received the Settlement Amount, the Seaway Warrant, the Rule
          144 Certificate and Broker's Certificate executed as required by
          Section 2, and an original execution copy of this Agreement
          executed by the parties hereto, Escrow Agent shall (i) pay the
          Settlement Amount to Seaway by wire transfer of immediately
          available funds, and (ii) deliver the Seaway Warrant to Seaway,
          and Escrow Agent shall have no further duties under this
          Agreement.

     (d)  Escrow Agent shall have no liability to the parties hereto
          or any other person or entity with respect to its services as
          escrow agent under this Agreement except for any liability to the
          parties to this Agreement to the extent directly caused by the
          gross negligence or willful misconduct of Escrow Agent.  The
          Company and Seaway, jointly and severally, agree to indemnify
          Escrow Agent from, and hold it harmless against, any loss,
          liability, or expense arising out of or in connection with its
          entering into this Agreement and carrying out its duties
          hereunder, including the costs and expenses (including, without
          limitation, reasonable counsel fees and expenses) of defending
          itself against any claim or liability except to the extent of
          Escrow Agent's liability, if any, under the terms of the
          immediately preceding sentence.

9.   Waiver   of  Conflict  of  Interest;  and  Consent.   Seaway
     --------------------------------------------------
     acknowledges that Escrow Agent is acting as the Company's legal
     counsel with respect to this Agreement and Seaway agrees that
     such representation does not disqualify Escrow Agent from serving
     as escrow agent under this Agreement or as counsel to Company in
     any  matter,  including, but not limited to, the transaction
     covered by this Agreement.  In the event of any dispute under or
     related in any way to this Agreement or the Transfer, Seaway
     agrees that Escrow Agent can represent the Company against Seaway
     with respect to such dispute.

10.  General Provisions.
     ------------------

     (a)  For purposes of this Agreement, an "affiliate" of a specific
          entity is an individual or entity that directly or indirectly
          through one or more intermediaries, controls, or is controlled
          by, or is under common control with, the specific entity.  The
          term "control" (including the terms "controlled by" and "under
          common control with") means the possession, direct or indirect,
          of the power to direct or cause the direction of the management
          and policies of an entity, whether through the ownership of
          voting shares, by contract, or otherwise.

     (b)  The  provisions of this Agreement may not  be  amended,
          modified, supplemented, or waived, except in a writing executed
          by Seaway and the Company.

     (c)  All notices or other communications or deliveries under this
          Agreement shall be in writing, addressed to a party in accordance
          with the information set forth by such party on its signature
          page to the Purchase Agreement, or such other address as such


                                      4

<PAGE>

          party may hereafter indicate in a writing to the other party,
          given in accordance with this Section 10(c). All notices and
          other communications shall be deemed given and effective on the
          earliest of (i) the date of transmission, if such notice or
          communication is delivered via facsimile on a business day, (ii)
          the business day after the date of transmission, if such notice
          or communication is delivered via facsimile on a day that is not
          a business day, (iii) the business day following the date on
          which the notice is sent by nationally recognized overnight
          delivery service, or (iv) upon actual receipt by the party to
          whom such notice is given if given by hand delivery or mail.

     (d)  Seaway may not delegate any of its duties or obligations
          under this Agreement. This Agreement is intended for the benefit
          of and may be enforced only by Seaway and the Company and their
          respective successors and assigns and is not for the benefit of
          any other person or entity, nor may any other person or entity
          enforce any provision.

     (e)  This  Agreement  may  be  executed  in  any  number  of
          counterparts, each of which when so executed shall be deemed to
          be an original and, all of which taken together, shall constitute
          one and the same document. In the event that any signature is
          delivered by facsimile transmission, such signature shall create
          a valid, binding and enforceable obligation of the party
          executing the same with the same force and effect as if such
          facsimile signature were the original thereof.

     (f)  This Agreement shall be governed by and interpreted  in
          accordance with the laws of the State of Delaware for contracts
          to be wholly performed in such state and without giving effect to
          the principles thereof regarding the conflict of laws that would
          result in the application of the laws of any other jurisdiction.
          The non-prevailing party shall reimburse the prevailing party for
          any reasonable legal fees and disbursements incurred by the
          prevailing party in enforcement of or protection of any of its
          rights or defense of any of its actions under this Agreement.

     (g)  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
          EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
          JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
          RELEASE OR THE OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH.

     (h)  The  headings herein are for convenience only,  do  not
          constitute a part of this Agreement and shall not be deemed to
          limit or affect any of the provisions hereof. The language used
          in this Agreement will be deemed to be the language chosen by the
          parties to express their mutual intent, and no rules of strict
          construction will be applied against either party.

     (i)  Whenever possible, each provision of this Agreement shall be
          interpreted in such manner as to be effective and valid under
          applicable law, but if any provision of this Agreement is held to
          be prohibited by or invalid under applicable law, such provision
          will be ineffective only to the extent of such prohibition or
          invalidity, without invalidating the remainder of this Agreement.


                                      5

<PAGE>

     (j)  No party or any of its affiliates, successors or assigns
          shall challenge or seek to have determined invalid, void or
          unenforceable any provision of this Agreement or the Agreement
          itself.  Each party understands that this Agreement contains the
          relinquishment of legal rights and it has, as it has deemed
          appropriate, sought the advice of legal counsel, which the other
          party has encouraged it to seek.  Each of the Company and Seaway
          declares and understands that no promises, inducements, or
          agreements not expressly contained in this Agreement have been
          made to it by the other party.

     (k)  This Agreement contains the entire understanding of the
          parties with respect to the subject matter hereof and supersedes
          all prior agreements and understandings, oral or written, with
          respect to such matters, which the parties acknowledge have been
          merged into this Agreement.


   [Rest of Page Intentionally Left Blank.  Signatures on Following Page.]













                                      6

<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement as of this 23rd day of September 2003.


Executed  and delivered  in        EAGLE SUPPLY GROUP, INC.
the presence of:


/s/Carolyn Deving-Hommes           By:  /s/ Douglas P. Fields
------------------------------        -------------------------------
Print Name: Carolyn Deving-Hommes     Name: Douglas P. Fields
                                      Title:  Chief Executive Officer


                                   SEAWAY HOLDINGS, LTD.



/s/ Angela P. Prospere             By: [illegible]
------------------------------        -------------------------------
Print Name: Angela P. Prospere        Name: International First
                                            Secretarial Group, Ltd.
                                      Title: Secretary


                                   CARLTON FIELDS, P.A., solely for
                                   purposes of Section 8


                                   By: /s/ Nathaniel L. Doliner
                                      ------------------------------
                                      Name: Nathaniel L. Doliner
                                      Title: Shareholder





<PAGE>

                                                       Attachment A
                                                       ------------

                RULE 144 SHAREHOLDER CERTIFICATE

     The undersigned does hereby certify and acknowledge as to
the following:

     1.    The  undersigned was the beneficial owner  of  181,818
shares  of  common stock ("Common Stock") of Eagle Supply  Group,
Inc.,  a  Delaware corporation (the "Company"), as  evidenced  by
share certificate number ES0076.  The undersigned sold 181,718 of
these shares ("Shares") on August 18, 2003 (the "Sale").

     2.    The undersigned acquired these Shares in a transaction
not involving a public offering pursuant to a Securities Purchase
Agreement  dated  May  15,  2002  ("Purchase  Agreement").    The
purchase price for the Shares was paid in full on May 15, 2002.

     3.   The undersigned is not affiliated with any of the other
investors who purchased shares from the Company pursuant  to  the
Purchase Agreement.

     4.    Neither  the undersigned, its officers and  directors,
nor  any  of  the  following:  (a)  relative  or  spouse  of  the
foregoing, or any relative of such spouse, who has the same  home
as such person; (b) trust or estate in which the foregoing or any
of  the persons specified in Section 4(a) above collectively  own
10  percent or more of the total beneficial interest or of  which
any  of such persons serve as trustee, executor or in any similar
capacity;  or  (c)  any corporation or other organization  (other
than  the  Company) in which the foregoing or any of the  persons
specified   in   Section   4(a)  above  are   beneficial   owners
collectively  of  10  percent or more  of  any  class  of  equity
securities or 10 percent or more of the equity interests (each of
4(a),  4(b),  and  4(c)  individually,  a  "Related  Person"  and
collectively,  "Related  Persons")  was  a  Director,   Executive
Officer, or Beneficial Owner of 10% or more of the voting  shares
of the Company for the three (3) months preceding the Sale.

     5.    Neither  the undersigned, its officers and  directors,
nor  any  Related Person knows or has any reason to believe  that
the  Company  has  not  complied with the reporting  requirements
under  Section  13 of the Securities Exchange  Act  of  1934,  as
amended.

     6.   During the three months preceding the Sale, neither the
undersigned, its officers and directors, nor any Related  Person,
sold  or placed orders to sell shares of the Common Stock  except
for the sale of 100 shares of Common Stock on May 20, 2003.

     7.    Neither  the undersigned, its officers and  directors,
nor any Related Person had sold, whether a long or short position
in,  or  had  any put or other option to dispose of, any  of  the
Common Stock or any securities convertible into the Common  Stock
within the three months preceding the Sale.

     8.     The  undersigned  did  not  and  does  not  have  any
agreements, understandings, arrangements, or undertakings, either
oral or written, to act in concert with any other person for  the
purpose  of  selling,  distributing, transferring,  or  otherwise
disposing of the Shares.

     9.     The  undersigned  sold  the  Shares  in  a  "brokers'
transactions" within the meaning of Rule 144(f) promulgated under
the Securities Act of 1933, as amended.  Neither the undersigned,
its  officers and directors, nor any Related Person (a) solicited
or  arranged  for the solicitation of orders to  buy  the  Common
Stock  in  anticipation of or in connection with  the  Sale,  (b)
made,  or will make, any payment in connection with the  Sale  to
any  person  other  than  the usual  and customary broker's  fees


<PAGE>


or  commissions,  or (c) had  buy or  sell  orders  open  in  any
security of  the  Company  with any other broker, dealer, or bank
or placed any such order prior to the completion of the Sale.

     10.   The attached Form 144 is an accurate and complete copy
of  the Form 144 which was filed with the Securities and Exchange
Commission  on  May 20, 2003 and transmitted to  (a)  the  Boston
Stock Exchange and (b) the Nasdaq Stock Market.

     11.   The  attached confirmation is an accurate and complete
copy of the confirmation of the Sale and the undersigned confirms
that  it  has  not  and  will  not cancel,  revoke,  reverse,  or
otherwise terminate such Sale.

     12.   It  was the bona fide intention of the undersigned  to
sell the Shares within a reasonable time after the filing of  the
Form 144 with the Securities and Exchange Commission.

     13.   Neither  the undersigned, its officers and  directors,
nor any Related Persons knew or possessed any material, nonpublic
information regarding the Company or its prospects, prior to  the
Sale.

     14.  The undersigned has read and understands the provisions
of Rule 144 and has and will comply with its requirements.

     15.   The Company and Carlton Fields, P.A. may rely  on  the
information   contained  herein  and  in  the  Form   144.    The
undersigned will promptly notify the Company and Carlton  Fields,
P.A.  if  the undersigned finds any of the information  contained
herein is no longer accurate or complete.


                   [Signatures on Next Page.]




<PAGE>


     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this
Certificate this __ day of September, 2003.

                                       Seaway Holdings Ltd.


Witnessed By:_______________________   By:________________________
Print Name: ________________________      Name:
                                          Title:


<PAGE>


                                                       Attachment B
                                                       ------------

           BROKER'S CERTIFICATE REGARDING RULE 144(g)

     In  connection  with the sale by Seaway Holdings  Ltd.  (the
"Seller") on August 18, 2003 of 181,718 shares (the "Shares")  of
common  stock, $0.0001 par value per share ("Common  Stock"),  of
Eagle Supply Group, Inc., a Delaware corporation (the "Company"),
the undersigned hereby attests to the following:

1.  We  did no more than execute the order or orders to sell  the
    Shares as agent for the Seller, and we received no more  than
    the  usual  and  customary broker's commission in  connection
    with such sale.

2.  We  did  not  solicit  or  arrange for  the  solicitation  of
    customer's orders to buy the Shares in anticipation of or  in
    connection with the sale of the Shares, except to the  extent
    that we:

     (a)  made   inquiries  of  other  brokers  or  dealers   who
          indicated  an interest in the Common Stock  within  the
          sixty days preceding the sale of the Shares;

     (b)  made  inquiries  of customers who in the  ten  business
          days preceding the sale of Shares indicated without any
          solicitation a bona fide interest in the Common  Stock;
          or

     (c)  published  bid and ask quotations for the Common  Stock
          in  an inter-dealer quotation system provided that such
          quotations were incident to the maintenance of  a  bona
          fide  inter-dealer market for the Common Stock for  our
          own account and that we published bona fide bid and ask
          quotations  for  the  Common Stock in  an  inter-dealer
          quotation system on each of at least twelve days within
          the  thirty  calendar days preceding the  sale  of  the
          Shares  with  no  more  than  four  business  days   in
          succession without such two-way quotations.

3.  We  made  reasonable inquiry and we were  not  aware  of  any
    circumstances   indicating  that  (a)  the  Seller   was   an
    underwriter  with  respect  to, or  was  participating  in  a
    distribution  of, the Shares, or (b) the sale of  the  Shares
    by  the  Seller  was part of a distribution of securities  of
    the Company.

                    [Signatures on Next Page]


<PAGE>


     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this
Certificate on this __ day of September, 2003.


                                   _______________________________


                                   By:____________________________

                                   Name:__________________________

                                   Title:_________________________



<PAGE>