Exhibit 10.28
                                                    -------------

                 TERMINATION AND MUTUAL RELEASE

     THIS  TERMINATION  AND MUTUAL RELEASE  (this  "Release")  is
executed this 28th day of August 2003 by and between Eagle Supply
Group,  Inc.,  a Delaware corporation (the "Company")  and  Alpha
Capital AG ("Alpha").

     WHEREAS,  Alpha,  Stonestreet LP, Bristol  Investment  Fund,
Ltd.,  Seaway  Holdings  Ltd., 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,  Alpha wishes to transfer 102,554 of the shares  of
Common  Stock  it acquired in the first tranche  of  the  Private
Placement  (the "Shares") to Barron Partners, LP  or  Becker,  LP
(the  "Purchaser") 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 Alpha 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, the receipt  and
sufficiency  of  which are hereby acknowledged, the  Company  and
Alpha, intending to be legally bound, hereby agree as follows:

1.   Termination of Agreements.  Upon receipt by the  Company  of
     -------------------------
     confirmation that the Shares have been sold to the Purchaser, the
     Purchase Agreement and Registration Rights Agreement


<PAGE>


     shall be deemed automatically terminated and cancelled, null
     and void, and of no further force or effect.

2.   Cancellation  of  Warrants.  Alpha shall  not  exercise  its
     --------------------------
     Warrant.  Concurrently with the execution of this Release, Alpha
     shall deliver its Warrant to the Company for cancellation.  Upon
     the effective delivery of this Release, such Warrant will be
     deemed terminated cancelled, null and void, and of no force or
     effect.

3.   Mutual Release.
     --------------

     (a)  Alpha on behalf of itself and its affiliates hereby fully
          and unconditionally releases, acquits and forever discharges the
          Company and its affiliates, 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 Alpha 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)  The Company on behalf of itself and its affiliates hereby
          fully and unconditionally releases, acquits and forever
          discharges Alpha 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; provided, however, that the release, acquittal and
          discharge in this Section 3(b) shall not apply with respect to,
          or be deemed to release, acquit or discharge Alpha or its
          affiliates from, any of the representations, warranties,
          covenants or agreements of Alpha under the Rule 144 Shareholder
          Certificate executed by Alpha in connection with the Transfer and
          this Release.

     (c)  With  regard to those matters which it has released  as
          described in Section 3(a) or 3(b) above, neither the Company nor
          Alpha 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.

4.   Representations and Warranties.   Each party to this Release
     ------------------------------
     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 Release and each other
     document delivered by it in connection herewith, and (b) that
     this Release and each other document related to the Transfer 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.


                                  2

<PAGE>


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

6.   Press  Releases.   Alpha will not issue a press  release  or
     ---------------
     make  any other public announcement relating to this Release
     unless the Company has agreed in writing to the content of such
     release or announcement.

7.   General Provisions.
     ------------------

     (a)  For purposes of this Release, 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 Release may not be amended, modified,
          supplemented, or waived, except in a writing executed by Alpha
          and the Company.

     (c)  All notices or other communications or deliveries under this
          Release 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
          party may hereafter indicate in a writing to the other party,
          given in accordance with this Section 7(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 of
          mailing, if sent by nationally recognized overnight courier
          service, or (iv) upon actual receipt by the party to whom such
          notice is given if given by hand delivery or mail.

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

     (e)  This Release 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  Release  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


                                  3

<PAGE>


          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 Release.

     (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 Release and shall not be deemed to
          limit or affect any of the provisions hereof. The language used
          in this Release 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 any party.

     (i)  Whenever possible, each provision of this Release shall be
          interpreted in such manner as to be effective and valid under
          applicable law, but if any provision of this Release 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 Release.

     (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 Release or the Release
          itself.  Each party understands that this Release contains the
          relinquishment of legal rights and it has, as it has deemed
          appropriate, sought the advice of legal counsel, which each other
          party has encouraged it to seek.  Each of the Company and Alpha
          declares and understands that no promises, inducements, or
          agreements not expressly contained in this Release have been made
          to it by the other party.

     (k)  This  Release 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 Release.


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






                                  4

<PAGE>


     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Release as of this 28th day of August 2003.


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



/s/ Denise Kanda                            By:  /s/ Douglas P. Fields, CEO
-------------------------------                ------------------------------
Print Name: Denise Kanda                       Name: Douglas P. Fields
                                               Title: Chief Executive Officer



                                            ALPHA CAPITAL AG
_____________________________________       By: /s/ Koureed Adveruceuu
                                               ------------------------------
Print Name: _________________________          Name: Koureed Adveruceuu
                                               Title: Director





<PAGE>