PRIVATE PLACEMENT PURCHASE AGREEMENT dated ___ __, 2004 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 UNITS.

(a)            Each Investor hereby purchases the number of Units set forth
               opposite Investor's name below. The purchase price is $100,000
               per Unit, and is payable in cash immediately.

(b)            Each Unit consists of 40,000 shares (the "Shares") of restricted
               common stock of the Company ("Common Stock") , and a convertible
               note (the "Convertible Note") in the form of Exhibit A and in the
               principal amount of $50,000. Each Convertible Note provides,
               among other things, that the outstanding principal amount thereof
               is convertible at any time into shares of Common Stock
               ("Conversion Shares") at $3 per share.

(c)            The Company will promptly issue to Investors who purchase Units a
               certificate for the Shares included in the Units and an executed
               note for the Convertible Notes included in the Units.

(d)            The Company is offering a total of 15 Units to Investors, but the
               Company need not sell any minimum number of Units in order to
               sell any Units to Investors.

(e)            The Company will sell no more than three Units to any one
               Investor in this offering. The Company may at its discretion
               determine in whole or in part not to accept any one or more
               offers to buy Units.

(f)            The Company may pay to brokers a cash commission not in excess of
               5% for introducing Investors to the Company.

2. Representations and Warranties by the Company.

(a)            The Company is a corporation duly organized, validly existing and
               in good standing under the laws of New York. It has all requisite
               corporate power and authority and is entitled to carry on its
               business as now being conducted and to own, lease or operate its
               properties as and in the places where such business is now
               conducted and such properties are now owned, leased or operated.

(b)            Neither the execution, delivery nor performance of this Agreement
               by the Company will, with or without the giving of notice or the
               passage of time, or both, conflict with, result in a default,
               right to accelerate or loss of rights under, or result in the
               creation of any lien, charge or encumbrance pursuant to, any
               provision of its certificate of incorporation or by-laws or any
               franchise, mortgage, deed of trust, lease, license, agreement,
               understanding, law, rule or regulation or any order, judgment or
               decree to which it is a party or by which it may be bound or
               affected. The Company has the full power and authority to enter
               into this Agreement and to carry out the transactions
               contemplated hereby, all proceedings required to be taken to
               authorize the execution, delivery and performance of this
               Agreement and the agreements relating hereto have been properly
               taken and this Agreement constitutes a valid and binding
               obligation of the Company, except as may be limited by bankruptcy
               and similar laws affecting creditors generally.




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(c)            The total number of outstanding shares of capital stock of the
               Company is as set forth in the Company's Report on SEC Form 10-Q
               for the quarter ended March 31, 2004 (the "10-Q"). Except as set
               forth in the SEC Form 10-K for the year ended December 31, 2003
               (the "10-K"), there are no options to purchase shares of capital
               stock of the Company or agreements or understandings (whether or
               not binding) whereby the Company is obligated to issue or
               transfer any shares or any interest therein, and no person or
               entity made any claim for any such shares or interest. No person
               has any preemptive right or right of first refusal or similar
               right to purchase any securities of the Company.

(d)            SEC Documents; Financial Statements.

(i)            SEC REPORTS AND COMPANY FINANCIAL STATEMENTS.

     (1)       The term "SEC Reports" means the 10-K and the 10-Q. The SEC
               Reports and other Company filings are accessible on the SEC's
               website at WWW.SEC.GOV. Investor represents that Investor has
               carefully reviewed and studied the SEC Reports.

     (2)       The SEC Reports, at the time filed, (a) did not contain any
               untrue statement of a material fact or omit to state a material
               fact required to be stated therein or necessary in order to make
               the statements therein, in light of the circumstances under which
               they were made, not misleading and (b) complied as to form in all
               material respects with the applicable requirements of the
               Exchange Act. The consolidated financial statements of Company
               (including the related notes and schedules thereto) included in
               the SEC Reports (the "Company Financial Statements") (i) comply
               as to form in all material respects with applicable accounting
               requirements and with the published rules and regulations of the
               Securities and Exchange Commission ("SEC") with respect thereto,
               (ii) have been prepared in accordance with U.S. GAAP applied on a
               consistent basis during the periods involved (except as may be
               indicated in the notes thereto, or, in the case of the unaudited
               statements, as permitted by the Instructions to Form 10-Q
               promulgated by the SEC) and (iii) fairly present (subject, in the
               case of the unaudited statements, to normal year-end adjustments)
               (A) the financial position of Company, (B) results of its
               operations and (C) cash flows, in each case, as of the dates
               thereof or for the period indicated, as the case may be.

     (3)       Copies of the certificate of incorporation and bylaws of the
               Company are listed as exhibits to the Form 10K and are accessible
               at the SEC's web site mentioned above.

     (e)       The Units have been duly authorized by the Company.



                                      -23-
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     (f)       Except for the aforesaid representations and 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.

3. Registration of Shares.

     (a)       The Company will on or before October 1, 2004 file with the SEC a
               registration statement under the Securities Act of 1933 for the
               resale by Investors of the Shares and of Conversion Shares issued
               or issuable under the Convertible Notes.

     (b)       The Company shall use its best efforts to cause the registration
               statement to become effective not later than 120 days after the
               date of filing. The Company will use its best efforts to cause
               such registration statement thereafter to remain in effect so
               long as such registration statement is necessary in order for
               Investors publicly to sell the Shares and the Conversion Shares.

     (c)       The Company will pay all expenses of such registration, except
               for fees of Investors' counsel and underwriting discounts and
               commissions. As a condition to registration the parties will
               execute indemnification agreements that are common in
               transactions of this type.

4. Representations by Investors

     (a)       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.

     (b)       Each Investor represents and warrants to the Company that:

               (i)  An investment in the Units entails substantial risks.
                    Without limiting the generality of the foregoing,
                    substantially all of the Company's indebtedness is due on
                    demand by the Company's lenders, and substantially all of
                    its assets are pledged to its lenders.

               (ii) Investor 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 Units;

               (iii) Investor is able to bear the economic risks of such
                    investment, including the risk of losing all such
                    investment, and Investor has no need for liquidity with
                    respect to Investor's investment;

               (iv) Investor understands that no prospectus, offering circular
                    or other offering statement containing information with
                    respect to the Company and the Units or with respect to the
                    Company's business is being issued;

               (v)  Investor has had the opportunity to ask questions and
                    receive answers from knowledgeable individuals concerning
                    the Company, its business and the Units;

               (vi) Investor understands that the Units (a) have not been
                    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 (b) cannot
                    be sold, transferred or otherwise disposed of except during
                    the effectiveness of a subsequent registration 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;


                                      -24-
<PAGE>


              (vii) Investor 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 may not be
                    available at a time that Investor wishes to transfer part or
                    all of the Shares, and that in any event Investor may then
                    be prohibited from engaging in trading because of
                    confidentiality, fiduciary and other legal requirements;

             (viii) Investor 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)  Investor is a director or executive officer of the Company,

               (2)  Investor's individual net worth, or Investor's joint net
                    with Investor's spouse, exceeds $1,000,000, or

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

               (ix) Investor is purchasing the Units for Investor's 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; and

               (x)  Investor is not obligated to transfer any Units to any other
                    person or entity nor does Investor have any agreement or
                    understanding to do so.

5. MISCELLANEOUS

(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.

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


         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date set forth above.




                                                COLONIAL COMMERCIAL CORP.

                                                By:
                                                  -----------------------


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<PAGE>
<TABLE>
<CAPTION>

--------------------------------------- ---------------------------------- ----------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Investor's name and                     Signature                          Number of Units
Social Security Number
--------------------------------------- ---------------------------------- ----------------------------------

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

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

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


</TABLE>



















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