PRIVATE PLACEMENT PURCHASE AGREEMENT dated June 30, 2003 by and among COLONIAL
COMMERCIAL CORP., a New York corporation (the "Company"), and the persons who are signing
counterparts of this Agreement as "Investors."
1. Purchase of Shares.
Each Investor hereby purchases the number of shares (the "Shares") of Company Common Stock
that is set forth opposite his name below. The purchase price is $0.30 per share, and is payable in
The Company will cause stock certificates for the Shares to be issued to Investors promptly.
2. No representations or warranties by the Company.
Neither the Company nor any officer or director of the Company is making any representation or
warranty to Investors regarding any matter or thing.
Investors are proceeding in this transaction based solely on such investigations and with such legal,
accounting tax and other assistance as they have deemed appropriate.
An investment in the Shares entails substantial risks.
3. Representations by Investors
Each Investor is an officer or director of the Company or otherwise has a close relationship with the
Company. He understands that the Company has not filed its SEC 10K and 10Q reports since
September 30, 2001 that its shares have been delisted from NASDAQ, and that its bank debt is
payable immediately on demand.
Each Investor represents and warrants to the Company that:
(i) he has sufficient knowledge and experience in financial and business matters to be able to
evaluate the risks and merits of the investment represented by the purchase of the Shares;
(ii) he is able to bear the economic risks of such investment, including the risk of losing all such
investment, and he has no need for liquidity with respect to his investment;
(iii) he understands that no prospectus, offering circular or other offering statement containing
information with respect to the Company and the Shares or