AGREEMENT OF PURCHASE AND SALE OF ASSETS
AGREEMENT dated March 25, 1999 by and among UNIVERSAL SUPPLY GROUP, INC., a New Jersey
corporation having its principal office at 275 Wagaraw Road, Hawthorne, New Jersey 07506 ("Seller"),
COLONIAL COMMERCIAL CORP., a New York corporation having its principal office at 3601 Hempstead
Turnpike, Levittown, New York 11756 ("Parent"), COLONIAL COMMERCIAL SUB CORP., a New York
corporation which is wholly owned by Parent and has its principal office c/o Parent ("Purchaser"), and JOHN A.
HILDEBRANDT ("JAH"), PAUL H. HILDEBRANDT ("PHH"), KARYN HILDEBRANDT , LISA
HILDEBRANDT, KIRSTEN LEBLANC, PAUL J. HILDEBRANDT, TERRY L. SCHROEDER, SUSAN L.
SALEK, JOHN R. HILDEBRANDT and JANNA L. MORGAN. The parties other than Seller, Parent and
Purchaser are sometimes referred to herein collectively as the Shareholders. JAH and PHH are referred to herein
as the Majority Shareholders, and the Shareholders other than JAH and PHH are sometimes referred to herein
as the "Other Shareholders." The Shareholders own all of the outstanding capital stock of Seller and each has an
office c/o Seller.
W I T N E S S E T H:
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the parties hereby agree
1. Purchase And Sale Of Business And Assets.
(a) Subject to and upon the terms and conditions set forth in this Agreement, Seller will sell, transfer, convey,
assign and deliver to Purchaser, and Purchaser will purchase, at the Closing hereunder, all of the business, assets,
properties, goodwill and rights of Seller as a going concern, of every nature, kind and description, tangible and
intangible, wheresoever located and whether or not carried or reflected on the books and records of Seller
(hereinafter sometimes collectively called "Seller's Assets"), including, without limitation,
(i) The cash on hand and in banks of Seller, its commercial paper, checks and drafts not yet collected, treasury
bills, bank deposits, certificates of de