Private Placement Purchase Agreement dated February 12, 2004 by and among Colonial Commercial Corp. and the persons who are counterparts to the Agreement as Investors

1.

(a)

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 $0.60 per share, and is payable in cash immediately.

(b)

The Company will cause stock certificates for the Shares to be issued to Investors promptly.

2.

No representations or warranties by the Company.

(a)

Neither the Company nor any officer or director of the Company is making any representation or warranty to Investors regarding any matter or thing.

(b)

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.

(c)

An investment in the Shares entails substantial risks.

3.

Representations by Investors

(a)

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 recently filed its SEC 10Q reports through September 30, 2003, has received copies of same and that its shares have been delisted from NASDAQ, and that its bank debt is payable immediately on demand.

(b)

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 with respect to the Company's business is being issued;

(iv)

he has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Company, its business and the Shares;

(v)

he understands that the Shares (a) are not being registered (or, with respect to state securities or Blue Sky laws, otherwise qualified for sale) under the Securities Act of 1933, as amended (the "Act"), or under the securities or Blue Sky laws and regulations of any state and the Company is not agreeing to register the Shares, and (b) cannot be sold, transferred or otherwise disposed of unless subsequently registered under the Act and applicable state securities or Blue Sky laws or pursuant to an exemption from such registration which is available at the time of desired sale, and will bear a legend to that effect;

(vi)

he is aware that the information and conditions necessary to permit routine sales of the Shares, or any portion thereof, under Rule 144 of the Act are not now available and may not be available at a time that he wishes to transfer part or all of the Shares, and that in any event he may then be prohibited from engaging in trading because of confidentiality, fiduciary and other legal requirements;

(vii)

he is an "accredited investor" as defined in Rule 501 (a) of Regulation D, promulgated under the Act, and that at least (1), (2) or (3) applies to him;

(1)

he is a director or executive officer of the Company,

(2)

his individual net worth, or his joint net with his spouse, exceeds $1,000,000, or

(3)

his individual income was in excess of $200,000 in each of the two most recent years, or his joint income with his spouse was in excess of $300,000 in each of those years, and he has a reasonable expectation of reaching the same income level in the current year;

(viii)

he is purchasing the Shares for his own account and not with a view to resale or other distribution thereof inconsistent with or in violation of the federal securities laws or the securities or Blue Sky laws of any state;

(ix)

he is not obligated to transfer any Shares to any other person or entity nor does he have any agreement or understanding to do so; and

(x)

he has been advised that he should rely on his own professional accounting, tax, legal and financial advisors with respect to an investment in the Company and a purchase of the Shares.

4.

(a)

This Agreement sets forth in full all understandings of the Company and Investors with respect to the subject matter of this Agreement. It may not be amended or terminated orally. The internal laws of the State of New York shall govern this Agreement.

This Agreement may be signed in one or more counterparts each of which shall constitute an original.

COLONIAL COMMERCIAL CORP.

By:

 /s/ James W. Stewart

James W. Stewart

Rita Folger

/s/ Rita Folger

100,000

Bernard Korn

/s/ Bernard Korn

165,000

William Pagano

/s/ William Pagano

165,000

Michael Goldman

/s/ Michael Goldman

170,000