0001140361-07-018148 Sample Contracts

LEASE
Lease • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

This lease, dated as of September 10, 2007, (“Lease”) is by and between S&A Realty, Inc., a Massachusetts corporation (“Landlord”) and S&A Purchasing Corp., a New York corporation (“Tenant”).

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Contract
Subordination Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

SECOND AMENDMENT, dated as of September 10, 2007 (“Amendment”), to and under CREDIT AND SECURITY AGREEMENT, dated as of July 28, 2004 (as amended from time to time, the “Credit Agreement”), by and among AMERICAN/UNIVERSAL SUPPLY, INC., a New York corporation (“American”), THE RAL SUPPLY GROUP, INC., a New York corporation (“RAL”), UNIVERSAL SUPPLY GROUP, INC., a New York corporation (“Universal”; American, RAL and Universal are each individually referred to as a “Borrower” and are collectively referred to as the “Borrowers”), S&A PURCHASING CORP., a New York corporation, to be renamed S&A Supply, Inc. immediately following the consummation of the transactions contemplated by the Purchase Agreement (as defined below) (“S&A”; each Borrower and S&A are individually referred to as a “Loan Party” and are collectively referred to as the “Loan Parties”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division, as successor to Wells Fargo B

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Adam Mead, residing at 31 Lynnann Drive, Lee, Mass. 01238 (the "Employee").

Asset Purchase Agreement
Asset Purchase Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • Massachusetts

This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of September, 2007, by and among S&A Purchasing Corp., a New York corporation (the “Buyer”), S&A Supply, Inc., a Massachusetts corporation (the “Company”), S&A Realty, Inc., a Massachusetts corporation (“Realty”), S&A Management, Inc., a Massachusetts corporation (“Management,” and together with Realty and the Company, the “Sellers,” and each individually sometimes referred to herein as a “Seller”), Nancy A. Mead (“Nancy”), Nancy A Mead and Thomas H. Mead, Trustees of The Discretionary Trust (“Trustees”), under The Rodney P. Mead Revocable Trust (the “Trust”), dated January 12,1999, Sarah Mead (“Sarah”), Brian Mead (“Brian”) and Adam Mead (“Adam”). Nancy, the Trustees, Sarah, Brian and Adam are the sole shareholders of each of the Sellers and are collectively referred to herein as the “Shareholders.” Nancy and the Trustees are sometimes referred to herein as the “Majority Shareholders” and Sarah

CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Nancy Mead, residing at 90 State Road, Great Barrington, Massachusetts 01230 (the "Consultant").

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Brian Mead, residing at 8 Hillside Avenue, Great Barrington, 01230 (the "Employee").

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