Exhibit 10.01(e)


    
      

    


    EXHIBIT
      10.01(e)

    


    Amendment
      No. 5 dated as of May 17, 2004 to Employment Agreement dated as of January
      1, 1998 (the "Agreement") by and between Colonial Commercial Corp., a New York
      corporation
      (the "Company") and Bernard Korn (the "Employee").

    


    PRELIMINARY
      STATEMENT

    


    The
      Employee has been employed by the Company under the Agreement for a term
ending
      at
      the close of business on December 31, 2003. The Company desires to insure the
      continuation
      of the Employee's employment through December 31, 2008 and the Employee is
      willing to insure such continuation under the terms of this amendment to the
      Agreement.

    


    Accordingly,
      for good and valuable consideration, the Agreement is hereby amended as
follows:

    


    
      	 	
              1.

            	
              Section
                1.02 of the Agreement is amended to read as
                follows:

            


    

    


    The
      Employee's employment hereunder shall be for a term commencing as of January
      1,
      1998 (the "Commencement Date") and terminating at the close of business on
      December 31, 2008 (the "Term").

    


    
      	 	
              2.

            	
              Section
                2.01 of the Agreement is amended to read as
                follows:

            


    

    


    Compensation.
      For all
      services rendered by the Employee hereunder and all covenants
      and conditions undertaken by him pursuant to this Agreement, the Company shall
      pay and the Employee shall accept (i) a salary at the rate of $150,000 per
      annum
      from the date of this Amendment
      until December 31, 2005, and (ii) a salary at the rate of $200,000 per annum
      from January 1, 2006 to December 31, 2008. Compensation shall be payable not
      less frequently than in bi-weekly installments. The Company may (but shall
      not
      be obligated to), at any time and from
      time
      to time, grant to the Employee an increase or increases in the compensation
      otherwise payable
      pursuant to this Section 2.01, but such increase or increases, if any, shall
      not
      be deemed to
      alter,
      modify, waive or otherwise affect any other term, covenant or condition of
      this
Agreement.

    


    Except
      as
      amended hereby, the Agreement is in full respects ratified and
      confirmed.

    


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

     

    
      
        	 	
                COLONIAL
                  COMMERCIAL CORP.

              	 
	 	 	 	 
	 	
                By:

              	
                 /s/
                  James W. Stewart

              	 
	 	 	
                James
                  W. Stewart

              	 
	 	 	
                Executive
                  Vice President

              	 
	 	 	 	 
	 	
                Employee:

              	 
	 	 	 	 
	 	 	
                /s/
                  Bernard Korn

              	 
	 	 	
                Bernard
                  Korn