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                                                                   EXHIBIT 10.28


                                WARRANT AGREEMENT


         THIS WARRANT AGREEMENT (this "Agreement"), is made and entered into as
of the 16th day of June, 1998, by and between Wm. Cameron & Co. d/b/a Cameron
Ashley Building Products, Inc., a Georgia corporation (the "Company"), and Lee
R. Anderson, Sr. (the "Optionee").

                               W I T N E S S E T H

         WHEREAS, the Company, the Optionee and A.P.I. Supply Company, a
Minnesota corporation, are parties to that certain Asset Purchase Agreement
dated as of the date hereof (the "Purchase Agreement"); and

         WHEREAS, pursuant to Section 11.6 of the Purchase Agreement, the
Optionee has agreed not to engage in a Competing Business (as defined in the
Purchase Agreement) (the "Covenant Not to Compete"); and

         WHEREAS, in consideration for the Optionee's Covenant Not to Compete,
the Company has agreed to grant to the Optionee the following option to purchase
shares of common stock of the Company, no par value ("Common Stock"), pursuant
to the terms of this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.       Grant of Option. The Company hereby grants to the Optionee the right
         and option to purchase, at the times and under the terms and conditions
         set forth herein, 200,000 shares of Common Stock at an exercise price
         of $20.00 per share, the number of shares of Common Stock and the
         exercise price thereof subject to adjustment, pursuant to the terms of
         Section 9 hereof (the "Option").

2.       Date of Grant. The date of grant of the Option is the date of this
         Agreement (the "Date of Grant").

3.       Option Term. The Option shall be outstanding for a period of five years
         from the Date of Grant set forth in Section 2 hereof and shall be
         exercisable in full for a period of four years, commencing one year
         from the Date of Grant and terminating on the fifth anniversary of the
         Date of Grant (the "Option Term").

4.       Exercise of Option. The Option shall be exercisable by the Optionee, or
         by the other person or persons then entitled to exercise the Option
         pursuant to Section 7 hereof, from time to time, in whole or in part,
         but not as to a fraction of a share, during the Option Term. The Option
         granted hereunder shall be exercisable by giving written notice of the
         exercise to the Company, in form satisfactory to the Company,
         specifying the number of shares to be purchased and accompanying such
         notice with a certified or cashier's check payable to the order of the
         Company for the full purchase price of the shares purchased. The
         Option, or any part thereof, shall be deemed to have been exercised on
         the first date upon which the 

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         Company receives a notice of exercise, payment of the purchase price of
         the shares and all other documents required in respect of such exercise
         by this Agreement.

5.       Representations, Warranties, Covenants and Agreements of the Optionee.
         The Optionee represents and warrants to, and covenants and agrees with,
         the Company as follows:

         A.       The Optionee understands that neither the Option nor the
                  shares of Common Stock underlying the Option (the "Shares")
                  has been registered under the United States Securities Act of
                  1933, as amended (the "Act"), and that the Option is being
                  granted to him in reliance upon one or more exemptions from
                  registration contained in the Act;

         B.       The Optionee is acquiring the Option, and upon exercise of the
                  Option will acquire the Shares, for his own account for
                  investment and not with a view to the resale or distribution
                  thereof;

         C.       The Optionee has received or had access to all information he
                  considers necessary or advisable to enable him to make a
                  decision concerning his acquisition of the Option;

         D.       The Optionee has such knowledge and experience in business and
                  financial matters that he is capable of evaluating the merits
                  and risks of the Option;

         E.       The Optionee shall not transfer, assign, pledge, hypothecate
                  or otherwise dispose of the Shares unless the Shares are
                  subsequently registered under the Act or unless the Optionee
                  furnishes to the Company an opinion of counsel which is, in
                  the good faith, reasonable judgment of the Company,
                  satisfactory to the Company, or otherwise establishes to the
                  reasonable satisfaction of the Company, determined in good
                  faith, that an exemption from registration is available;

         F.       The Optionee understands that a legend referring to the
                  foregoing restrictions on transferability will be placed on
                  the certificates issued to represent the Shares; and

         G.       In the event that by reason of his acquisition of the Option
                  or the Shares the Optionee is required to make any filing
                  pursuant to the United States Securities Exchange Act of 1934,
                  as amended, he shall make such filing in a proper and timely
                  manner.



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6.       Representations, Warranties, Covenants and Agreements of the Company.

         A.       The Company represents, warrants and agrees that all Shares
                  issuable upon any exercise of the Option shall be validly
                  authorized and issued, fully paid and nonassessable. The
                  Company covenants and agrees that it will pay all expenses,
                  stock transfer taxes and other charges payable in connection
                  with the preparation, execution and delivery of all stock
                  certificates evidencing Shares purchased upon any exercise of
                  the Option.

         B.       The Company covenants and agrees that it will reserve and set
                  apart and have at all times a number of shares of authorized
                  but unissued Common Stock deliverable upon the exercise of the
                  Option or any other rights or privileges provided for herein
                  sufficient to enable it at any time to fulfill all of its
                  obligations hereunder; and if at any time the number of
                  authorized but unissued shares of Common Stock shall not be
                  sufficient to effect the exercise of the Option, the Company
                  will take such corporate action as may, in the opinion of its
                  counsel, be necessary to increase its authorized but unissued
                  shares of Common Stock to such number of shares as shall be
                  sufficient for such purpose.

         C.       If any shares of Common Stock reserved or to be reserved for
                  issuance upon the exercise of the Option require approval of
                  any governmental authority under any federal or state law
                  before such shares may be validly issued upon the exercise of
                  the Option, then the Company covenants that it will in good
                  faith and as expeditiously as possible endeavor to secure such
                  approval.

         D.       Whenever the number of shares purchasable under the Option or
                  the Purchase Price (as hereinafter defined) shall be adjusted
                  as required by the provisions of Section 9 hereof, the Company
                  shall forthwith mail a notice setting forth the adjusted
                  number of Shares then purchasable upon the exercise of the
                  Option to the holder thereof, but failure to give or receive
                  such notice, or any defects therein, or in the mailing
                  thereof, shall not affect such adjustment in the number of
                  shares purchasable under the Option or of the Purchase Price.

         E. In case the Company proposes:

                  (1)      to pay any stock dividend upon the Common Stock or
                           make any distribution (other than ordinary cash
                           dividends payable out of earnings) or offer any
                           subscription or other rights to the holders of Common
                           Stock, or

                  (2)      to effect any capital reorganization, any
                           recapitalization, or any combination, split or
                           reclassification of capital stock of the Company, or



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                  (3)      to effect the consolidation, merger, sale of all or
                           substantially all of the assets, liquidation,
                           dissolution or winding up of the Company, then the
                           Company shall cause notice of any such intended
                           action to be given to the holder of the Option not
                           less than thirty (30) nor more than sixty (60) days
                           prior to the date on which the transfer books of the
                           Company shall close or a record be taken for such
                           dividend or distribution, or the date when such
                           capital reorganization, recapitalization,
                           combination, split, reclassification, consolidation,
                           merger, sale, liquidation, dissolution or winding up
                           shall be effected, as the case may be.

7.       Transferability.

         A.       Except as provided in Subsections B and C below, the Option
                  and the rights and privileges contained hereby may not be
                  transferred, assigned, pledged, hypothecated or otherwise
                  disposed of in any way (whether by operation of law or
                  otherwise) and shall not be subject to execution, attachment
                  or similar process. Upon any attempt to transfer, assign,
                  pledge, hypothecate or otherwise dispose of the Option, or any
                  right or privilege conferred hereby, contrary to the
                  provisions hereof, the Option and the rights and privileges
                  conferred hereby shall immediately become null and void.

         B.       The Option shall not be transferable by the Optionee otherwise
                  than by will, or if he dies intestate, by the laws of descent
                  and distribution of the jurisdiction of his domicile at the
                  time of his death. During his lifetime, the Option shall be
                  exercisable only by the Optionee, except as provided in
                  Subsection C of this Section.

         C.       In the event of the death of the Optionee, or in the event of
                  permanent mental incapacity of the Optionee, the Option held
                  by him shall be fully exercisable as provided in Section 4, in
                  the case of death, by the person or persons entitled to do so
                  under the Optionee's will or, if the Optionee shall fail to
                  make a specific testamentary disposition of the Option or
                  shall die intestate, by the Optionee's legal representative or
                  representatives, or, in the case of incapacity, by his legal
                  guardian.

8.       Securities Laws.

         A.       Each exercise of the Option shall be contingent upon receipt
                  by the Company from the Optionee (or from the other person or
                  persons then entitled to exercise the Option pursuant to
                  Sections 6B and 6C hereof) of such written representations
                  concerning the Optionee's (or such other person or persons')
                  intentions with regard to the acquisition, retention or
                  disposition of the Shares being acquired upon exercise of the
                  Option and/or such written covenants and agreements as to the
                  acquisition, retention and disposition of such Shares as, in
                  the reasonable opinion of the Company, made in good faith with
                  advice of counsel, may be necessary to ensure that the
                  acquisition, retention and any disposition of such Shares by
                  the



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                  Optionee (or such other person or persons) will not involve a
                  violation of the Act or any similar or superseding statute or
                  statutes, or any other applicable statute or regulation, as
                  then in effect.

         B.       Each exercise of the Option shall be subject to the
                  requirement that, if at any time the Company shall determine,
                  in its reasonable discretion, exercised in good faith with
                  advice of counsel, that the consent or approval of any
                  governmental regulatory body, is necessary or desirable as a
                  condition of, or in connection with, the exercise of the
                  Option or the issuance or delivery of Shares thereunder, the
                  Option may not be exercised in whole or in part unless such
                  consent or approval shall have been effected or obtained free
                  of any conditions not reasonably acceptable to the Company.
                  The Company covenants and agrees that it will use its best
                  efforts to obtain all such required consents and approvals.

         C.       Nothing in the Option granted shall require the Company to
                  issue or deliver any Shares upon any exercise of the Option if
                  such sale would, in the opinion of counsel for the Company,
                  constitute a violation of the Act or any similar or
                  superseding statute or statutes, or any other applicable
                  statute or regulation, as then in effect.

9.       Adjustment of Purchase Rights.

         A.       As used herein:

                  (1)      "Common Stock" shall mean the Common Stock, no par
                           value, of the Company and any other shares of stock
                           or other securities or property of the Company or of
                           any other corporation for which the Option shall be
                           exercisable.

                  (2)      "Purchase Price" initially shall be $20.00 per share.
                           The Purchase Price shall be subject to adjustment
                           from time to time as provided in Subsection B(1) of
                           this Section.

         B.       If any of the following events occurs at any time or from time
                  to time prior to the expiration of the Option by exercise or
                  by its terms, the indicated adjustments shall be made in the
                  Purchase Price and the number of shares of Common Stock or the
                  class of securities purchasable upon any exercise of the
                  Option, as appropriate:

                  (1)      If the Company subdivides its outstanding shares of
                           Common Stock into a greater number of shares or
                           declares any dividend on its Common Stock payable in
                           Common Stock, the Purchase Price in effect
                           immediately prior to such division shall be
                           proportionately reduced, and the number of shares
                           purchasable under the Option shall be proportionately
                           increased. Conversely, if the outstanding shares of
                           Common Stock of the Company are in any manner
                           combined into a smaller number of shares, the
                           Purchase Price 



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                           in effect immediately prior to such combination shall
                           be proportionately increased, and the number of
                           shares purchasable under the Option shall be
                           proportionately reduced.

                  (2)      If the Company declares any dividend on its Common
                           Stock payable in stock (other than Common Stock) or
                           other securities of the Company or of any other
                           corporation, or in property or otherwise than in
                           cash, to the holders of its Common Stock the holder
                           of the Option shall, without additional cost, be
                           entitled to receive upon any exercise of the Option,
                           in addition to the Common Stock to which such holder
                           shall then be entitled, the number of shares of stock
                           or other securities or property which such holder
                           would have been entitled to receive if he had been a
                           holder immediately prior to the record date for such
                           dividend of the number of shares of Common Stock
                           purchased pursuant to such exercise, which number of
                           shares of stock or other securities and the purchase
                           price therefor shall be subject to adjustment
                           pursuant to the provisions of this Section 9 from and
                           after such record date.

                  (3)      If there occurs any recapitalization, combination,
                           split or reclassification of the Common Stock of the
                           Company or any merger of the Company and one or more
                           other corporations with the Company as the surviving
                           corporation, as a result of which holders of the
                           Company's Common Stock receive other stock,
                           securities or property in lieu of or in addition to,
                           but on account of, their Common Stock, the holder of
                           the Option, upon any exercise of the Option after the
                           record date for determination of stockholders
                           entitled to such other stock, securities or property,
                           shall receive, in lieu of or in addition to any
                           shares of Common Stock of the Company, the
                           proportionate share of all stock, securities or other
                           property issued, paid or delivered for or on all of
                           the Common Stock of the Company that would have been
                           allocable to the shares of Common Stock that would
                           have been purchased pursuant to such exercise of the
                           Option if such exercise had been made immediately
                           prior to such record date, which number of shares of
                           stock or other securities and the purchase price
                           therefor shall be subject to adjustment pursuant to
                           the provisions of this Section 9 from and after such
                           record date.

                  (4)      If there occurs any merger or consolidation of the
                           Company with or into another corporation so that
                           another corporation is the surviving or resulting
                           corporation, or if there occurs any sale of
                           substantially all the assets of the Company or any
                           similar transaction, then:

                           (a)      If provision is made in writing in
                                    connection with such transaction for the
                                    continuance and/or assumption of the Option
                                    or the substitution for the Option of a new
                                    option equivalent to the Option, with
                                    appropriate adjustment as to number and kind
                                    of shares or other securities deliverable
                                    with respect thereto, the Option, or the new


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                                    option substituted therefor, shall continue
                                    in effect after the transaction.

                           (b)      In the event provision is not made in
                                    connection with such transaction for the
                                    continuance and/or assumption of the Option
                                    or for the substitution of an equivalent
                                    option, then the holder of the Option shall
                                    be entitled, immediately prior to the
                                    effective date of such transaction, to
                                    purchase the full number of shares that he
                                    would otherwise have been entitled to
                                    purchase during the entire remaining term of
                                    the Option. The unexercised portion of the
                                    Option shall be deemed cancelled and
                                    terminated as of the effective date of such
                                    transaction.

10.      Further Adjustments.

         Except as hereinbefore provided, the issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
for cash, property, labor or services either upon direct sale or upon the
exercise of rights, options or warrants to subscribe therefore, or upon the
conversion of securities of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of Shares subject to the Option.

11.      Miscellaneous.

         A.       Neither the Optionee nor any other person or persons entitled
                  to exercise the Option pursuant to Subsections 6B and 6C shall
                  be or have any of the rights or privileges of a stockholder of
                  the Company with respect to any of the Shares unless and until
                  the Option shall have been exercised with respect thereto and
                  the certificates representing such Shares shall have been
                  issued and delivered.

         B.       Except as provided in Section 6 and Section 9 of this
                  Agreement, the existence of the Option shall not affect in any
                  way the right or power of the Company or its stockholders to
                  make or authorize any or all adjustments, recapitalizations,
                  reorganizations or other changes in the corporate structure or
                  capitalization affecting the Common Stock of the Company, any
                  merger or consolidation of the Company, any issue of bonds,
                  debentures, preferred or prior preference stocks ahead of or
                  affecting the Common Stock or the rights thereof, any issue or
                  disposition of any unissued or treasury shares of any class of
                  stock, any evidences of indebtedness or other securities
                  convertible into or which carry a right to subscribe for or to
                  receive such unissued or treasury shares, any right of
                  subscription for or to receive or any warrant, right or option
                  for the purchase of any security of the Company, the
                  dissolution or liquidation of the Company, any sale or
                  transfer of all or any part of its assets or business or any
                  other corporate or actual proceeding of a similar character or
                  otherwise.



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         C.       The Optionee shall furnish to the Company all information
                  reasonably requested by the Company to enable it to comply
                  with any reporting or other requirement imposed upon the
                  Company by or under any applicable act, statute, regulation or
                  law, as then in effect.

         D.       Prior to the exercise of the Option and as a condition to the
                  Company's obligation to deliver Shares upon such exercise, the
                  Optionee shall make arrangements, which in the good faith
                  reasonable judgment of the Company shall be satisfactory to
                  the Company, for the payment of any applicable United States
                  federal withholding taxes or other withholding taxes payable
                  as a result of any exercise of the Option.

         E.       Any notice relating to this Agreement shall be in writing and
                  delivered in person or by registered mail to the Company at
                  its office at 11651 Plano Road, Dallas, Texas 75243, or to
                  such other address as may be hereafter specified by the
                  Company in writing by notice given in accordance herewith, to
                  the attention of the Corporate Secretary. All notices to the
                  Optionee or other person or persons then entitled to exercise
                  the Option shall be delivered in person or by registered mail
                  to the Optionee or such other person or persons at the
                  Optionee's address below specified (or such other address as
                  may be specified by such person in writing by notice given in
                  accordance herewith).

         F.       This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Georgia.




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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first above written.

                                    OPTIONEE


                                    /s/ Lee R. Anderson
                                    --------------------------------------------
                                    Lee R. Anderson, Sr.


                                    Address:

                                    --------------------------------------------

                                    --------------------------------------------

                                    --------------------------------------------



                                    WM. CAMERON & CO.


                                    By:  /s/ John S. Davis
                                         ---------------------------------------
                                             John S. Davis
                                             Vice President and General Counsel


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