COLONIAL COMMERCIAL CORP
AGREEMENT OF PURCHASE AND SALE OF ASSETS
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ex10h.txt
<DESCRIPTION>AGREEMENT OF PURCHASE AND SALE OF ASSETS
<TEXT>
                                  EXHIBIT 10(h)


                    AGREEMENT OF PURCHASE AND SALE OF ASSETS


     AGREEMENT dated July 1, 2002 by and among GOLDMAN ASSOCIATES OF NEW YORK,
INC., a New York corporation having its principal office at 2 Lambert Street,
Roslyn Heights, New York 11577 ("Seller"), and UNIVERSAL SUPPLY GROUP, INC., a
New York corporation having its principal office at 275 Wagaraw Road, Hawthorne,
New Jersey 07506 ("Purchaser").


                              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 as follows:

             1.   PURCHASE AND SALE.

             (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, the following assets (hereinafter sometimes
                  collectively called "Seller's Assets") of or relating to
                  Seller's HVAC business in the "Territory." The term
                  "Territory" means New Jersey and the areas in New York that
                  are indicated in the attached map. The term "Business" means
                  Seller's HVAC business in the Territory:

             (i)  Usable accessories (hereinafter collectively referred to as
                  "Accessories") listed on Seller's disclosure schedule dated as
                  of this date (the "Disclosure Schedule");

             (ii) The accounts receivable ("Receivables") related to HVAC and
                  accessory sales in the Territory that are listed in the
                  Disclosure Schedule;

             (iii) All customer orders with respect to the Business;

             (iv) Supplier records and files;

             (v)  Customer records, lists and files, and purchase and sales
                  history and pricing, in "software" form if possible, and other
                  customer property;

             (vi) Employee lists, files, papers, books, records;

             (vii) sales and advertising materials and records, sales and
                  purchase correspondence; and

             (viii) The goodwill of Seller relating to the Business.

             (b)  Seller's Assets shall be conveyed free and clear of all
                  liabilities, obligations, liens and encumbrances.

             2.   PURCHASE PRICE; LIMITED ASSUMPTION OF LIABILITIES; RETURN OF
                  CONSIGNED GOODS, ETC.

             (a)  Purchase Price.

             (i)  In full payment for the Seller's Assets, Purchaser will pay to
                  Seller the following:

             (A)  On or about June 18, 2002 (i) $100,000 for customer lists and
                  records and goodwill and the other assets listed in Sections
                  2(a)(iii) through (vii), plus (ii) towards the Accessories, an
                  amount (approximately $80,000) equal to the lower (the
                  "Accessories Price") of Seller's costs of the Accessories or
                  Purchaser's costs for equivalent Accessories


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             (B)  On or about June 25, 2002 $200,000 for Receivables in that
                  face amount.

             (C)  At the Closing:

             (1)  An amount equal to 15% of the total face amount of the
                  Receivables, by note in the form of an exhibit to this
                  Agreement

             (2)  An amount payable in cash equal to the excess of (i) the
                  Accessories Price over the amount paid theretofore under
                  clause (A), plus (ii) the amount by which the face amount of
                  the Receivables exceeds $200,000, minus (iii) the face amount
                  of the Note and the price allocable to any Accessories that
                  were used by Seller after June 18, 2002 or any Receivables
                  that were collected by Seller after June 25, 2002.

             (ii) If on or before July 15, 2002 there has been no Closing for
                  whatever reason, then Seller shall forthwith refund to
                  Purchaser all cash amounts theretofore paid by Purchaser,
                  Seller shall return the promissory note aforesaid to Purchaser
                  for cancellation, and the parties shall be restored to the
                  status quo immediately preceding the signing of this
                  Agreement.

             (b)  Purchaser assumes the specific liabilities that are designated
                  as "Assumed Liabilities" in the Disclosure Schedule. Purchaser
                  assumes no other liabilities or obligations of Seller
                  whatsoever, whether under contracts or orders assigned by
                  Seller to Purchaser or otherwise.

             (c)  Seller will promptly transfer and deliver to Purchaser any
                  cash or other property which Purchaser may receive in respect
                  of the Receivables.

             3.   CLOSING. The Closing shall take place on July 1, 2002 at the
                  offices of Seller's attorney, but only if on before such date
                  Goodman Manufacturing Company, L.P. ("Goodman") has agreed to
                  cause Purchaser to succeed Seller as a consignee for HVAC
                  products on the same terms and conditions as heretofore
                  applied to Seller, except that the territory for such
                  consignment arrangement shall exclude Brooklyn and Long
                  Island. The day on which the Closing actually takes place is
                  herein sometimes referred to as the Closing Date.

             4.   OTHER TRANSACTIONS AT CLOSING; FURTHER ASSURANCES.

             (a)  At the Closing:

             (i)  Seller will deliver to Purchaser a Bill of Sale duly executed
                  by Seller in the form of an Exhibit to this Agreement.

             (ii) The parties will enter into a lease or sublease at $1/sq/ft/mo
                  for premises in Pine Brook in the form attached to this
                  Agreement, it being understood that in consideration for such
                  lease payments, lessor shall also provide normal warehouse
                  services, including shipping, receiving and storage.

             (iii) Seller will irrevocably arrange for the forwarding and
                  transfer to 973-427-3320 (or to any other telephone number
                  that is hereafter designated by notice by Purchaser to Seller)
                  of all telephone calls to the Business.

             (b)  From and after the Closing, Seller shall forward to Purchaser
                  all mail and other correspondence that Seller from time to
                  time receives with respect to the Business.

             (c)  At or before the Closing, Seller shall introduce Purchaser's
                  representatives to the public warehouses heretofore used by
                  the Business in Brooklyn and Albany, and Seller shall assist
                  Purchaser in entering into arrangements with these warehouses
                  on the same terms and conditions as applied prior to the
                  Closing between the Business and these warehouses.

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             (d)  Effective as of the Closing, Seller shall return to Goodman
                  all goods then held by the Business that is on consignment
                  from Goodman, and Purchaser will in turn take these goods on
                  consignment from Goodman on the same terms and conditions.

             (e)  At or before the Closing, Seller shall facilitate the hiring
                  at Purchaser's discretion of not more than three employees of
                  Seller at the same salaries as were paid by the Business,
                  provide that non-salary benefits will be in accordance with
                  Purchaser's normal practices and policy manuals.

             (f)  At any time and from time to time after the Closing, at
                  Purchaser's request and without further consideration, Seller
                  will execute and deliver such other instruments of sale,
                  transfer, conveyance, assignment and confirmation and take
                  such action as Purchaser may reasonably deem necessary or
                  desirable in order to more effectively transfer, convey and
                  assign to Purchaser, and to confirm Purchaser's title to, all
                  of Seller's Assets, to put Purchaser in actual possession and
                  operating control thereof and to assist Purchaser in
                  exercising all rights with respect thereto.

             (g)  For two years after the Closing, at reasonable times and on
                  reasonable notice, Purchaser shall have access to Seller's
                  books and records pertaining to the operations of the Business
                  prior to the Closing.

             5.   REPRESENTATIONS AND WARRANTIES BY SELLER AND SHAREHOLDER.
                  Seller represents and warrants to Purchaser as follows:

             (A)  ORGANIZATION, STANDING. Seller is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of New York.

             (B)  AUTHORIZATION AND APPROVAL OF AGREEMENT. All proceedings or
                  corporate action required to be taken by Seller relating to
                  the execution and delivery of this Agreement and the
                  consummation of the transactions contemplated hereby have been
                  taken.

             (C)  EXECUTION, DELIVERY AND PERFORMANCE OF AGREEMENT; AUTHORITY.
                  Neither the execution, delivery nor performance of this
                  Agreement by Seller 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 Seller's 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 Seller is
                  a party or by which any of them may be bound or affected.
                  Seller 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 by them or their
                  stockholders 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 Seller.

             (D)  PRO FORMA OPERATING STATEMENT. The pro forma operating
                  statement of the Business for 2001 that is set forth in the
                  Disclosure Schedule is true and correct, and in 2002 to date
                  the Business has not experienced a deterioration in its sales
                  or gross profit margin.

             (E)  ABSENCE OF UNDISCLOSED LIABILITIES. Except as and to the
                  extent set forth on the Disclosure Schedule, there are no
                  liabilities or obligations that attach or relate to or are
                  secured by any of Seller's Assets. None of the employees of
                  the Business is now or, will by the passage of time hereafter
                  become, entitled to receive any vacation time, vacation pay or
                  severance pay attributable to services rendered prior to the
                  Closing Date.

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             (F)  LITIGATION. Except as set forth in Seller's Disclosure
                  Schedule, there is no claim, legal action, suit, arbitration,
                  governmental investigation or other legal or administrative
                  proceeding, nor any order, decree or judgment in progress,
                  pending or in effect, or to the knowledge of Seller
                  threatened, against or relating to the Business, and Seller
                  does not know or have reason to be aware of any basis for the
                  same.

             (G)  TITLE TO PROPERTIES. Seller has good, marketable and insurable
                  title to Seller's Assets. None of such properties and assets
                  are subject to any mortgage, pledge, lien, charge, security
                  interest, encumbrance, restriction, lease, license, easement,
                  liability or adverse claim of any nature whatsoever, direct or
                  indirect, whether accrued, absolute, contingent or otherwise.

             (H)  SCHEDULES. Seller's Disclosure Schedule includes a separate
                  schedule containing an accurate and complete list and
                  description of:

             (i)  Seller's Assets.

             (ii) All receivables of the Business, including the Receivables.

             (iii) All sales agency or route distributorship agreements or
                  franchises or agreements providing for the services of an
                  independent contractor to which Seller is a party or by which
                  it is bound.

             (iv) All contracts, agreements, commitments or other understandings
                  or arrangements to which Seller is a party with respect to the
                  Business or by which it or any of its property is bound or
                  affected.

             (I)  ACCESSORIES. All items of Accessories are current and are
                  merchantable or suitable and usable for the production or
                  completion of merchantable products, for sale in the ordinary
                  course of business as first quality goods at normal mark-ups,
                  none of such items is obsolete or below standard quality.

             (J)  RECEIVABLES. The Receivables have arisen only from bona fide
                  transactions in the ordinary course of the Business, and each
                  receivable shall be fully collected within 90 days after it
                  arose, without resort to litigation and without offset or
                  counterclaim, in the aggregate face amounts thereof.

             (K)  CERTAIN REPRESENTATIONS

             (i)  No supplier or customer is considering termination,
                  non-renewal or adverse modification of its agreement with the
                  Business, and the transactions contemplated by this Agreement
                  will not have a material adverse effect on Seller's
                  relationships with its suppliers and customers.

             (ii) Within the past five years Seller has not entered into any
                  agreement with, or been investigated by, any governmental
                  authority, community group or other third party that could
                  restrict the operation of the Business.

             (iii) No employee of the Business has indicated that he or she is
                  considering terminating his employment.

             (L)  DISCLOSURE. The representations and warranties contained in
                  this Section shall not be affected or deemed waived by reason
                  of the fact that Purchaser and/or its representatives knew or
                  should have known that any such representation or warranty is
                  or might be inaccurate in any respect.


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             6.   REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser
                  represents and warrants to Seller as follows:

             (A)  ORGANIZATION. Purchaser is a corporation duly organized,
                  validly existing and in good standing under the laws of New
                  York. Purchaser is a wholly-owned subsidiary of Colonial
                  Commercial Corp., a New York corporation.

             (B)  LITIGATION. There is no legal action, suit, arbitration,
                  governmental investigation or other legal or administrative
                  proceeding, nor any order, decree or judgment in progress,
                  pending or in effect, against or relating to Purchaser in
                  connection with or relating to the transactions contemplated
                  by this Agreement.

             (C)  CURRENT FINANCIAL STATUS. Purchaser has advised Seller of
                  Purchaser's current financial difficulties, including its
                  technical insolvency .

             7.   NON-COMPETE. Seller will not for two years directly or
                  indirectly engage in the States of New York and New Jersey in
                  any aspect of the HVAC business in which the Business engaged
                  prior to the Closing. The provisions of this Section shall be
                  enforceable by decrees of specific performance (without
                  posting bond or other security) in addition to other remedies.

             8.   INDEMNIFICATION.

             (a)  Seller hereby undertakes and agrees to indemnify Purchaser and
                  hold it harmless against and in respect of (and shall on
                  demand reimburse Purchaser for) the following:

             (i)  All claims, debts, liabilities and obligations of Seller
                  whether absolute or contingent arising on or prior to the
                  Closing Date;

             (ii) The full face amount of Receivables that are not collected in
                  the ordinary course (without resort to litigation) within 90
                  days they arose, but only to the extent that aggregate amount
                  of such unpaid Receivables exceed the principal amount of the
                  promissory note referred to in Section 2;

             (iii) any and all loss, liability or damage suffered or incurred by
                  Purchaser by reason of any untrue representation, breach of
                  warranty or non-fulfillment of any covenant by Seller
                  contained herein or in any certificate, document or instrument
                  delivered to Purchaser pursuant hereto or in connection
                  herewith;

             (iv) any and all loss, liability or damage suffered or incurred by
                  Purchaser by reason of or in connection with any claim for
                  finder's fee or brokerage or other commission arising by
                  reason of any services alleged to have been rendered to or at
                  the instance of Seller with respect to this Agreement or any
                  of the transactions contemplated hereby;

             (v)  any and all loss, liability or damage suffered or incurred by
                  Purchaser by reason of any claim for severance pay accruing or
                  incurred at any time on or after the date hereof; and

             (vi) any and all actions, suits, proceedings, claims, demands,
                  assessments, judgments, costs, and expenses, including,
                  without limitation, legal fees and expenses, incident to any
                  of the foregoing or incurred in investigating or attempting to
                  avoid the same or to oppose the imposition thereof, or in
                  enforcing this indemnity.


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             (b)  Purchaser hereby agrees to indemnify and hold Seller harmless
                  from, against and in respect of (and shall on demand reimburse
                  it for):

             (i)  All claims, debts, liabilities and obligations of the Business
                  whether absolute or contingent arising after the Closing Date;

             (ii) Any and all loss, liability or damage resulting from any
                  untrue representation, breach of warranty or non-fulfillment
                  of any covenant or agreement by Purchaser contained herein or
                  in any certificate, document or instrument delivered to Seller
                  hereunder;

             (iii) any and all loss, liability or damage suffered or incurred by
                  Seller by reason of or in connection with any claim for
                  finder's fee or brokerage or other commission arising by
                  reason of any services alleged to have been rendered to or at
                  the instance of Purchaser with respect to this Agreement or
                  any of the transactions contemplated hereby; and

             (iv) Any and all actions, suits, proceedings, claims, demands,
                  assessments, judgments, costs and expenses, including, without
                  limitation, legal fees and expenses, incident to any of the
                  foregoing or incurred in investigating or attempting to avoid
                  the same or to oppose the imposition thereof, or in enforcing
                  this indemnity.

             9.   BULK SALES COMPLIANCE. Purchaser hereby waives compliance by
                  Seller with the provisions of the Bulk Sales Law of any state,
                  and Seller warrants and agrees to pay and discharge when due
                  all claims of creditors which could be asserted against
                  Purchaser by reason of such non-compliance to the extent that
                  such liabilities are not specifically assumed by Purchaser
                  under this Agreement. Seller indemnifies and agrees to hold
                  Purchaser harmless from, against and in respect of (and shall
                  on demand reimburse Purchaser for) any loss, liability, cost
                  or expense, including, without limitation, attorneys' fees,
                  suffered or incurred by Purchaser by reason of the failure of
                  Seller to pay or discharge such claims.

             10.  NOTICES. Any and all notices or other communications required
                  or permitted to be given under any of the provisions of this
                  Agreement shall be in writing and shall be deemed to have been
                  duly given when personally delivered or when forwarded for
                  priority delivery by Federal Express or other recognized
                  courier, addressed to the parties at the addresses set forth
                  above (or at such other address as any party may specify by
                  notice to all other parties given as aforesaid), together with
                  a copy to their respective counsel. Seller's counsel is Marvin
                  Natiss, 277 Willis Avenue, Roslyn Heights, New York 11577.
                  Purchaser's counsel is Oscar Folger, 521 Fifth Avenue, New
                  York, New York 10175.

             11.  MISCELLANEOUS.

             (a)  This writing constitutes the entire agreement of the parties
                  with respect to the subject matter hereof and may not be
                  modified, amended or terminated except by a written agreement
                  specifically referring to this Agreement signed by all of the
                  parties hereto.

             (b)  All statements, representations, warranties indemnities,
                  covenants and agreements made by each of the parties hereto
                  shall survive the Closing.

             (c)  In the event of any controversy, claim or dispute between the
                  parties hereto arising out of or relating to this Agreement or
                  any of the documents provided for herein, or the breach
                  thereof, the prevailing party shall be entitled to recover
                  from the losing party reasonable attorney's fees, expenses and
                  costs.

             (d)  No waiver of any breach or default hereunder shall be
                  considered valid unless in writing and signed by the party
                  giving such waiver, and no such waiver shall be deemed a
                  waiver of any subsequent breach or default of the same or
                  similar nature.



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             (e)  This Agreement shall be binding upon and inure to the benefit
                  of each corporate party hereto, its successors and assigns,
                  and each individual party hereto and his heirs, personal
                  representatives, successors and assigns.

             (f)  The paragraph headings contained herein are for the purposes
                  of convenience only and are not intended to define or limit
                  the contents of said paragraphs.

             (g)  Each party hereto shall cooperate, shall take such further
                  action and shall execute and deliver such further documents as
                  may be reasonably requested by any other party in order to
                  carry out the provisions and purposes of this Agreement.

             (h)  This Agreement may be executed in one or more counterparts,
                  all of which taken together shall be deemed one original.

             (i)  This Agreement and all amendments thereof shall be governed by
                  and construed in accordance with the law of the State of New
                  York applicable to contracts made and to be performed therein.

             (j)  The partiers hereby consent to the jurisdiction of the State
                  and Federal courts sitting in New York in any action arising
                  out of or connected in any way with this Agreement, and the
                  parties further agree that the service of process or of any
                  other papers upon them or any of them in the manner provided
                  for notices hereunder shall be deemed good, proper and
                  effective service upon them.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


GOLDMAN ASSOCIATES OF NEW YORK, INC.

By:
  ----------------------------------
       President

UNIVERSAL SUPPLY GROUP, INC.

By:
  ----------------------------------
       President


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                                                                       Exhibit _


                                  BILL OF SALE


         THIS BILL OF SALE (this "Bill of Sale") is executed by GOLDMAN
ASSOCIATES OF NEW YORK, INC.., a New York corporation ("Seller"), pursuant to
the Agreement (the "Agreement"), dated _______ 2002, by and among Seller and
UNIVERSAL SUPPLY GROUP, INC., a New York corporation (the "Purchaser").


         Seller, for good and valuable consideration, receipt of which is hereby
acknowledged, does hereby sell, assign, convey, transfer and deliver to
Purchaser, the Seller's Assets as defined in the Agreement.


         The representations, warranties, covenants and indemnities contained in
the Agreement shall not merge into but shall survive this Bill of Sale and
become a part hereof and shall continue in full force and effect as though set
forth herein at length.


         Seller hereby represents to Purchaser that Seller has good title, right
and full authority to sell and transfer the property to Purchaser against all
persons. This instrument shall be binding upon and shall inure to the benefit of
the respective parties, their successors, assigns and personal representatives.


 IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale this
___________________, 2002.

                      GOLDMAN ASSOCIATES OF NEW YORK, INC.


                      By
                        --------------------------




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                            Exhibit--Promissory Note


Date


$
---------------
For value received, UNIVERSAL SUPPLY GROUP, INC., a New York corporation
("Purchaser") promises to pay $____ to GOLDMAN ASSOCIATES OF NEW YORK, INC., a
New York corporation ("Seller") on [120 days after Closing], together with
interest accruing at 3% per annum. Purchaser may offset against amounts payable
under this Note the amount of any Receivables [as defined in this Agreement]
which have not been collected by such 120th day and which Purchaser has on or
prior to such 120th day reassigned to Seller without recourse. This Note may not
be changed or terminated orally

             1.   Event of Default, Acceleration of the Note, Etc.

             (a)  A default with respect to this Note shall exist if any of the
                  following shall occur if Purchaser shall fail to make any
                  payment of interest or principal when due of this Note, or
                  Purchaser shall breach or fail to comply with any other
                  provision of this Note, and such breach or failure shall
                  continue for five days after written notice by Seller to
                  Purchaser.

             (b)  If a default shall occur, Seller may by written notice to
                  Purchaser, declare the principal amount of this Note, together
                  with all interest accrued thereon, to be due and payable
                  immediately.

             2.   Miscellaneous.

             (a)  All notices and other communications required or permitted to
                  be given hereunder shall be in writing and shall be given (and
                  shall be deemed to have been duly given upon receipt) by
                  delivery in person, by telegram, by facsimile, recognized
                  overnight mail carrier, telex or other standard form of
                  telecommunications, or by registered or certified mail,
                  postage prepaid, return receipt requested, addressed as
                  follows: (a) if to the Seller, to such address as such Seller
                  shall furnish to Purchaser in accordance with this Section, or
                  (b) if to Purchaser, to it at its headquarters office, or to
                  such other address as Purchaser shall furnish to the Seller in
                  accordance with this Section.

             (b)  This Note shall be governed and construed in accordance with
                  the laws of the State of New York applicable to agreements
                  made and to be performed entirely within such state.

             (c)  Seller shall be entitled to recover its reasonable legal and
                  actual costs of collecting on this Note, and such costs shall
                  be deemed added to the principal amount of this Note.

             (d)  Purchaser waives protest, notice of protest, presentment,
                  dishonor, notice of dishonor and demand.

             (e)  The waiver of any event of default or the failure of the
                  Seller to exercise any right or remedy to which it may be
                  entitled shall not be deemed a waiver of any subsequent event
                  of default or of the Seller's right to exercise that or any
                  other right or remedy to which the Seller is entitled.


IN WITNESS WHEREOF, Purchaser has caused this Note to be duly executed on the
date set forth below


Dated:
      ------------------------


UNIVERSAL SUPPLY GROUP, INC.


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







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