EXHIBIT
      10.10

    


    PRIVATE
      PLACEMENT PURCHASE AGREEMENT dated June 30, 2003 by and among COLONIAL
COMMERCIAL
      CORP., a New York corporation (the "Company"), and the persons who are signing
      counterparts of
      this
      Agreement as "Investors."

    Preliminary
      Statement

    
      	
              1.

            	
              Purchase
                of Shares.

            


    

    
      	 	
              (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 $0.30
                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 not filed its SEC 10K and 10Q
                  reports
                  since September
                  30, 2001 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.

            	
              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
                shallconstitute an original.

            


    

     

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

    


    
      	 	
              COLONIAL
                COMMERCIAL CORP.

            	 
	 	 	 	 
	 	
              By:

            	
              /s/Bernard
                Korn

            	 
	 	
              Bernard
                Korn, President

            	 


    

    


    
      	
              Investor’s
                Name

            	 	
              Signature

            	 	
              Number
                of Shares

            
	 	 	 	 	 
	
              Rita
                Folger

            	 	
              /s/
                Rita Folger

            	 	
              150,000

            
	
              Bernard
                Korn

            	 	
              /s/
                Bernard Korn

            	 	
              167,000

            
	
              William
                Pagano

            	 	
              /s/
                William Pagano

            	 	
              335,000

            
	
              Jack
                Rose

            	 	
              /s/
                Jack Rose

            	 	
              50,000

            
	
              James
                W. Stewart

            	 	
              /s/
                James W. Stewart

            	 	
              100,000