**EXHIBIT
      3.01**





RESTATED
      CERTIFICATE OF INCORPORATION








OF





COLONIAL
      COMMERCIAL CORP.





(under
      Sections 807 and 808 of the Business Corporation Law)











Moses
      & Singer





Time
      & Life Building





1271
      Avenue of the Americas





New
      York,
      New York 10020







RESTATED
      CERTIFICATE OF INCORPORATION


OF


COLONIAL
      COMMERCIAL CORP.


(under
      Sections 807 and 808 of the Business Corporation Law)





ARTICLE
      I




The
      name
      of the Corporation is Colonial Commercial Corp.




ARTICLE
      II




The
      certificate of incorporation was filed by the Department of State on October
      28,
      1964.




ARTICLE
      III




The
      certificate of incorporation is hereby amended as follows:




1)   
      Article SECOND is amended to more accurately describe the purposes of the
      Corporation.




2)   
      Article FOURTH is amended:




(a)
       to change the number and par value of shares authorized to be issued by
      the Corporation to 31,800,000 shares of capital stock, consisting of 19,300,000
      shares of common stock of $.01 par value and 12,5000,000 shares of convertible
      preferred stock of $.01 par value.




(b) 
      to delete the authorization for and the description of the rights, preferences
      and limitations of the Corporation’s outstanding series of preferred stock and
      to add a description of the rights, preferences and limitations of the
      Corporation’s new series of convertible preferred stock.




(c) 
      to provide that no shares of capital stock of the Corporation shall be issued
      without voting rights.




3)   
      Article SIXTH is amended to set forth the procedures which shall govern removal
      of directors.








4)   
      Article SEVENTH (dealing with amendment of certain by-laws of the Corporation)
      is deleted and a new Article SEVENTH is added to provide for the number of
      directors and the division of the Board of Directors of the Corporation into
      Preferred Stock Directors, elected by the holders of the convertible preferred
      stock and Common Stock Directors, elected by the holders of the common
      stock.




5)   
      A new article EIGHTH is added to provide that the Board of Directors may amend
      and repeal by-laws of the Corporation.




6)   
      A new article NINTH is added to provide for the indemnification of the directors
      and officers of the Corporation to the fullest extent permitted by
      law.





ARTICLE
      IV




The
      Certificate of Incorporation is restated to read as follows:




RESTATED
      CERTIFICATE OF INCORPORATION





OF





COLONIAL
      COMMERCIAL CORP.





FIRST:  The
      name
      of the corporation is




COLONIAL
      COMMERCIAL CORP.




Hereinafter
      referred to as the “Corporation.”




SECOND: The
      purposes for which it is formed are:




To
      subscribe for, purchase, acquire, take, own, hold, buy, sell, assign, dispose
      of, transfer, pledge, hypothecate, exchange, mortgage and generally deal and
      trade in and with, either as principal, factor, agent or broker and upon
      commission or otherwise, securities, shares of stock, bonds, mortgages,
      debentures, notes, commercial paper and evidences of indebtedness, real estate
      obligations and investments of all kinds (except bills of exchange), whether
      secured or unsecured, including bills and accounts receivable, and to borrow
      and
      lend money on a secured or unsecured basis or otherwise, both on its own
      security and the security of others.




To
      issue
      bonds, debentures or obligations of the Corporation from time to time, for
      any
      of the objects or purposes of this corporation, and to secure the same by
      mortgage, pledge, deed of trust, or otherwise.




To
      develop, manufacture, produce, assemble, fabricate, import, lease, purchase
      or
      otherwise acquire, invest in, own, hold, use, license the use of, install,
      operate, handle, maintain, service, repair, sell, pledge, mortgage, exchange,
      export, distribute, lease, assign, dispose of, and deal in and with, as
      principal or agent, at wholesale, retail, on commission or otherwise, any and
      all goods, properties and assets.





In
      general, to carry on in any part of the world, in any capacity, any business
      for
      the conduct of which a corporation may be organized under the Business
      Corporation Laws of the State of New York and to exercise and enjoy all powers,
      rights and privileges which may be exercised and enjoyed by any corporation
      so
      organized. The enumeration of certain powers is not intended as exclusive of,
      or
      as a waiver of, any of the powers, rights or privileges conferred by the
      Business Corporation Law of the State of New York as now in force or hereafter
      amended, and the Corporation shall be authorized to exercise and enjoy all
      powers conferred upon corporations by the laws of the State of New York as
      in
      force from time to time.




THIRD: The
      Office of the Corporation is to be located in the Incorporated Village of Valley
      Stream, Town of Hempstead, County of Nassau, State of New York.




FOURTH:  (a)
      The
      aggregate number of shares which the Corporation shall have the authority to
      issue is thirty-one million eight hundred thousand (31,800,000), divided into
      the following classes




Number
              Of
              Shares
            
            Class
            
            ParValue
              Per
                Share19,300,000
            
            Common
              Stock
            
            $
            .0112,500,000
            
            Convertible
              Preferred Stock
            
            $
            .01





(b) 
      Convertible Preferred Stock shall have the designation, and shall be entitled
      to
      the rights, interests, preferences, limitations, and restrictions hereinafter
      set forth:




1.  Designation .
      The
      12,500,000 shares of Convertible Preferred Stock shall be designated the
“Convertible Preferred Stock.”







2. Dividends .





(a) 
      (i) Concurrently with, and as a condition precedent to, the declaration of
      any
      dividend on each share of Common Stock (a “Common Dividend”) the Board of
      Directors shall declare a dividend on each share of Convertible Preferred Stock
      outstanding as of the record date for the Common Dividend in an amount equal
      to
      the greater of (x) .0000072% of the aggregate amount determined by the Board
      of
      Directors to be distributed on such record date to the holders of all classes
      of
      the Corporation’s capital stock or (y) 112.5% of the amount of the Common
      Dividend, with the balance to be distributed to the holders of the Common Stock.
      Notwithstanding the foregoing, no dividend shall be declared on any class of
      the
      Corporation’s capital stock if any amount required to be applied towards
      redemption pursuant to paragraph 4 hereof has not been so applied provided
      that
      dividends may be declared if funds have been segregated for such redemption
      whether pursuant to paragraph 4(a)(v) or otherwise.





(b) 
      Except as aforesaid, the Convertible Preferred Stock shall not be entitled
      to
      any preference whatsoever in respect to dividends.





3. Liquidation
      Preference.





(a)  In
      the
      event of any, voluntary or involuntary, complete or partial, liquidation,
      dissolution or winding up of the Corporation (hereinafter called “liquidation”),
      before any amount shall be paid to or set aside for, or any assets shall be
      distributed among, the holders of shares of any Junior Stock (as hereinafter
      defined), each holder of a share of Convertible Preferred Stock shall be
      entitled to receive out of the assets of the Corporation or the proceeds
      thereof, a preferential payment in an amount equal to $1.00 per share, plus
      any
      dividends thereon declared but not paid.





(b)  In
      the
      event amounts available for distribution as liquidation preference payments
      to
      holders of Convertible Preferred Stock are insufficient to pay the full amount
      of its preference, such amounts shall be paid to such holders ratably in
      proportion to the respective amounts which would be payable to such holders
      if
      paid in full.





(c)  Neither
      the consolidation or merger of the Corporation with or into any other
      corporation or corporations, nor the reduction of the capital stock of the
      Corporation, nor the sale or transfer by the Corporation of all or any part
      of
      its assets, shall be deemed to be a liquidation of the Corporation for the
      purposes of this Section 3.





(d)  The
      term
“Junior Stock” means the Common Stock and any other series of capital stock
      which shall be designated in this Certificate of Incorporation or any amendment
      thereto as “Junior Stock.”





4. Redemption.





(a) Mandatory
      Redemption.




(i)    
      Unless otherwise determined by the affirmative vote of the Board of Directors
      including a majority of the Common Stock Directors (as hereinafter defined)
      and
      a majority of the Preferred Stock Directors (as hereinafter defined), on or
      before the 120 th day
      after the end of each fiscal year commencing with the fiscal year ending
      December 31, 1983 (each, a “Base Year”), the Corporation shall apply towards the
      redemption of Convertible Preferred Stock, at a price per share equal to the
      Applicable Redemption Price thereof (as defined below), plus dividends thereon
      declared but not paid, on a pro rata basis among the holders of such shares
      who
      wish to have their shares redeemed, an amount equal to the
      following:





(A) One-half
      of any net cash proceeds actually received by the Corporation or its Wel-Com
      Financial Services, Inc. subsidiary during the Base Year from the sale or other
      disposition by the Corporation or its Wel-Com Financial Services, Inc.
      subsidiary of its stock or other equity interest in, or substantially all the
      assets of, any Named Subsidiary (as hereinafter defined) (the “Sold
      Subsidiary”), after deducting:





(1)    
      all expenses relating to such sale or other disposition (including taxes,
      attorneys’ and accountant’s fees);





(2)    
      (x) repayments of the Working Capital Loan; as hereinafter defined, which the
      Corporation makes concurrently with or promptly following such sale or other
      disposition, and (y) debt repayments in respect of indebtedness of the Sold
      Subsidiary which the Corporation or any subsidiary is required to make at the
      time of such sale or other disposition; and





(3)    
      in the event the Sold Subsidiary shall not be Monroc, Inc., the aggregate amount
      of the Equity Deduction, (as hereinafter defined). The Equity Deduction in
      respect of a Sold Subsidiary means the amount by which (x) any increase from
      January 1, 1983 through the end of the Base Year in the Corporation’s equity
      investment account in the Sold Subsidiary (determined in a manner consistent
      with that used in the determinations referred to in paragraph 4(a) (iii),
      exceeds (y) $250,000; and





(B) One-half
      of all cash actually received by the Corporation or Wel-Com Financial Services,
      Inc from Monroc, Inc. during the Base Year by way of dividends, distributions
      or
      redemptions; and





(C) One-half
      of the Corporation’s Adjusted Consolidated Net After-Tax Earnings (as
      hereinafter defined) in excess of $250,000 in the Base Year.





(ii)    
      Notwithstanding the foregoing:





(A) no
      redemption shall be required under paragraph 4(a)(i) if Consolidated Net Worth
      (as hereinafter defined) as of the end of the applicable Base Year was less
      than
      $7 million; and





(B) the
      redemption payments required under paragraph 4(a) (i) shall not exceed that
      amount which, were such redemption effected on the last day of the applicable
      Base Year, would have reduced to less than $7 million of the Consolidated Net
      of
      the Corporation as of the end of such Base Year.








Any
      redemption amounts not paid as a result of subparagraphs (ii) (A) or (ii) (B)
      shall be paid 120 days after the end of succeeding fiscal year(s) to the extent
      that such payments, were they made at the end of such fiscal year(s), would
      not
      have then reduced Consolidated Net Worth below $7 million.




(iii)    
      For the purposes of paragraph 4(a), the following terms shall be defined as
      follows and shall be determined as of the applicable dates by the Corporation’s
      independent accountants from time to time (whose opinion shall be conclusive)
      in
      accordance with generally accepted accounting principals in effect on December
      31, 1982, applied in a manner consistent with that used by the Corporation
      in
      calculating the following respective line items in the Corporation’s financial
      statements for 1981 and in prior years:




(A) “Adjusted
      Consolidated Net After-Tax Earnings” shall be calculated in accordance with the
      line item “Net Earnings” except that there shall be excluded earnings of Monroc,
      Inc. and earnings attributable or arising out of any event described in
      paragraph 4 (a) (i) (A) or 4 (a) (i) (B); and





(B) “Consolidated
      Net Worth” shall be calculated in accordance with the line item “Stockholders’
Equity.”





(iv)    
      The Term “Applicable Redemption Price” shall mean, as of any Applicable Date,
      the amount set forth below opposite such Applicable Date. The term “Applicable
      Date” means:




(x) with
      respect to any cash receipt referred to in paragraphs 4 (a) (i) (A) and 4 (a)
      (i) (B), the date on which such cash is received, and





(y)    
      with respect to any computation under paragraph 4 (a) (i) (C), the last day
      of
      the Base Year as to which such computation is made.





Applicable
                Date
            
            Redemption
              PriceThrough
                12/31/87
            
            $
            1.001/1/88
                - 12/31/88
            
            $
            1.101/1/89
                - 12/31/89
            
            $
            1.201/1/90
                - 12/31/90
            
            $
            1.301/1/91
                - 12/31/91
            
            $
            1.40After
                1/1/92
            
            $
            1.50










(v) Notwithstanding
      the foregoing, the Corporation shall be required to make a redemption pursuant
      to paragraph 4 (a) only if the aggregate amount required to be so applied in
      respect of such redemption exceeds $500,000, and, until such aggregate amount
      exceeds $500,000, any amount available and required to be so applied shall
      be
      held by the Corporation in one or more separate accounts for the benefit of
      the
      holders of the Convertible Preferred Stock segregated from its other assets
      and
      shall not be used for any other purpose, and the Corporation shall have no
      beneficial interest in such funds and shall not be entitled to any servicing
      fees with respect to this segregation and holding of such funds.





(vi)    
      Notice of redemption of Convertible Preferred Stock pursuant to paragraph 4
      (a)
      shall be given by first-class mail, postage prepaid, mailed not less than 75
      nor
      more than 100 days prior to the date fixed for redemption, to each holder of
      Convertible Preferred Stock at his last address appearing in the Convertible
      Preferred Stock register.





Notice
      of
      redemption shall State:




(1)
            the
                redemption date;




(2)
            the
                redemption price;




(3)
            the
                total amount of money to be applied on the redemption date towards
                the
                redemption of Convertible Preferred Stock and that such amount shall
                be
                applied pro rata among the shares of all holders of Convertible Preferred
                Stock who wish to have such shares
                redeemed;




(4)
            the
                Conversion Rate on the date of the
                notice;




(5)
            that
                such holder has an option as to whether he wishes his Convertible
                Preferred Stock to be redeemed (subject to the provisions requiring
                pro
                rata redemption set forth above), the date by which the Corporation
                must
                have received his shares of Convertible Preferred Stock for such
                holder to
                exercise such option (which date shall be not less than 30 nor more
                than
                40 days prior to the date fixed for redemption) and that failure
                of the
                Corporation to receive such Convertible Preferred Stock by the prescribed
                date shall be deemed to be an irrevocable decision on the part of
                such
                holder not to have his shares of Convertible Preferred Stock
                redeemed;




(6)
            the
                place or places to which shares of Convertible Preferred Stock offered
                for
                redemption are to be surrendered for payment of the redemption price;
                and




(7)
            that
                on the redemption date the redemption price shall become due and
                payable
                upon each share of the Convertible Preferred Stock to be redeemed
                and that
                the holder of such shares shall receive such amount and a certificate
                representing the balance, if any, of his Convertible Preferred Stock
                which
                has not been redeemed, and that the right to convert each share of
                Convertible Preferred Stock to be redeemed shall cease as of the
                close of
                business on the fourteenth day prior to the redemption date, unless
                default shall be made in the payment of the redemption
                price.





(b) Optional
      Redemption.




(i) The
      shares of Convertible Preferred Stock may be redeemed, in whole or in part,
      at
      the option of the Corporation by resolution of its Board of Directors, at any
      time and from time to time at the price of $1.50 per share of Convertible
      Preferred Stock, plus any dividends thereon declared but not paid.





(ii) In
      the
      event that less than the entire number of the shares of Convertible Preferred
      Stock outstanding is at any one time redeemed by the Corporation, the shares
      of
      Convertible Preferred Stock to be redeemed shall be selected by lot or other
      equitable manner as may be prescribed by resolution of the Board of Directors
      of
      the Corporation.





(iii)   
      Notice of redemption of Convertible Preferred Stock pursuant to paragraph 4(b)
      shall be given by first-class mail, postage prepaid, mailed not less than 75
      nor
      more than 100 days prior to the date fixed for redemption, to each holder of
      Convertible Preferred Stock to be redeemed, at this last address appearing
      in
      the Convertible Preferred Stock register.





Notice
      of
      the redemption shall state:





(1)
            the
                redemption date;




(2)
            the
                redemption price;




(3)
            if
                less than all outstanding shares of Convertible Preferred Stock of
                the
                holder are to be redeemed, the identification of the shares of Convertible
                Preferred Stock to be redeemed;




(4)
            the
                Conversion Rate on the date of the
                notice;




(5)
            that
                on the redemption date the redemption price will become due and payable
                upon each share of the Convertible Preferred Stock to be redeemed
                and the
                right to convert each such share shall cease as of the close of business
                on the fourteenth day prior to the redemption date, unless default
                shall
                be made in the payment of the redemption price;
                and




(6)
            the
                place or places where such shares of Convertible Preferred Stock
                to be
                redeemed are to be surrendered for payment of the redemption price,
                which
                places shall be the office or agency of the Corporation in each place
                of
                payment.








(c) General
      Provisions With Respect to Redemption




(i) If
      on the
      redemption date, funds necessary for such redemption have been deposited in
      trust with a bank or trust company, or have been set aside in trust, by the
      Corporation, for the purpose of redeeming shares of Convertible Preferred Stock,
      the holders of shares of Convertible Preferred Stock to be redeemed shall,
      as of
      the close of business on such date, cease to be shareholders with respect to
      such shares. Such shares of Convertible Preferred Stock shall no longer be
      transferable on the books of the Corporation or, as of the close of business
      on
      the fourteenth day prior to such date, convertible into shares of Common Stock,
      and the holders thereof shall be entitled only to receive the redemption price
      without interest thereon (together with a certificate for any unredeemed shares
      of Convertible Preferred Stock) upon surrender of the certificates for such
      shares.





(ii) In
      case
      any holder of shares of Convertible Preferred Stock which shall have been
      redeemed shall not within three years of the date of redemption thereof claim
      the amount deposited in trust for the redemption of such shares, such bank
      or
      trust company, upon request of the Corporation, shall pay over to the
      Corporation such unclaimed amount and shall thereupon be relieved of all
      responsibility in respect thereof. The Corporation shall not be required to
      hold
      the amount so paid over to it, or any amount theretofore set aside by it, in
      trust after such three-year period, separate and apart from its other funds,
      and
      thereafter the holders of such shares of Convertible Preferred Stock shall
      look
      only to the Corporation for payment of the redemption price thereof, without
      interest. All liability of the Corporation to any holder of shares of
      Convertible Preferred Stock for payment of the redemption price for shares
      of
      Convertible Preferred Stock called for redemption shall cease and terminate
      as
      of the close of business on the fourth anniversary of the redemption date for
      such shares.





5. Conversion
      Rights .
      Each
      share of Convertible Preferred Stock shall be convertible, subject to adjustment
      as provided in paragraph 5 (c), into one fully paid and non-assessable share
      of
      Common Stock at any time and from time to time after the date of issue of such
      share of Convertible Preferred Stock, at the option of the holder thereof.
      Shares of Common Stock shall be delivered upon conversion without the payment
      of
      any additional amounts by the holders of the Convertible Preferred Stock except
      as required by paragraph 5(e).





All
      conversions of shares of Convertible Preferred Stock into shares of Common
      Stock
      shall be subject to the following terms and conditions:





(a) The
      Corporation shall make no payment or adjustment on account of any dividends
      declared but unpaid on the Common Stock issuable upon conversion.





(b) In
      case
      of any redemption of any shares of Convertible Preferred stock pursuant to
      paragraph 4 hereof, the right of conversion of the shares to be redeemed shall
      cease and terminate at the close of business on the fourteenth day prior to
      the
      redemption date, unless default shall be made in the payment of the redemption
      price.







(c) The
      number of shares of Common Stock into which shares of Convertible Preferred
      Stock are convertible (the “Conversion Rate”) shall be subject to adjustment
      from time to time as follows, except that no adjustment need be made unless,
      by
      reason of the happening of any or more of the events specified in this paragraph
      5(c), the Conversion Rate then in effect shall be changed by 5% or more, but
      any
      adjustment of less than 5% that would otherwise be required then to be made
      shall be carried forward and shall be made at the time of and together with
      any
      subsequent adjustment which, together with any adjustment or adjustments so
      carried forward, amounts to 5% or more.





(i) In
      case
      the Corporation shall at any time or times subdivide or combine the outstanding
      shares of Common Stock into a greater or lesser number of shares, then, in
      each
      such case, the number of shares of Common Stock into which each share of
      Convertible Preferred stock may be converted (such Conversion Rate being
      initially one share of Common Stock for each share of Convertible Preferred
      stock) in effect immediately prior thereto shall be adjusted to a Conversion
      Rate (including any applicable fraction of a share) determined by multiplying
      the Conversion Rate in effect immediately prior to the happening of any of
      the
      events described above by a fraction, the numerator of which shall be the total
      number of shares of Common Stock outstanding immediately after such event and
      the denominator of which shall be the total number of Common Stock outstanding
      immediately prior to such event. An adjustment made pursuant to this paragraph
      5
      (c) (i) shall become effective immediately after the effective date of any
      event
      specified in this paragraph 5 (c) (i).





(ii) If
      any
      capital reorganization, reclassification or other change of outstanding shares
      of the capital stock of the Corporation, or if any consolidation or merger
      of
      the Corporation with another corporation (other than a consolidation or merger
      in which the Corporation is the continuing corporation and which does not result
      in any reclassification, capital reorganization or other change of outstanding
      shares of the Common Stock), or the sale or conveyance to another corporation
      of
      the property of the Corporation as, or substantially as, an entirety, shall
      be
      effected in such a way that holders of shares of Common Stock shall be entitled
      to receive stock, securities or assets with respect to or in exchange for shares
      of Common Stock, then, as a condition of such reorganization, reclassification,
      consolidation, merger or sale, the Corporation or such successor or purchasing
      corporation, as the case may be, shall make provision that the holder of each
      share of Convertible Preferred Stock shall have the right thereafter to convert
      such share into the kind and amount of stock, securities or assets receivable
      upon such reorganization, reclassification, consolidation, merger or sale by
      a
      holder of the number of shares of Common Stock into which such share might
      have
      been converted immediately prior to such reorganization, reclassification,
      change, consolidation, merger, conveyance, or sale, subject to adjustments
      which
      shall be as nearly equivalent as may be practicable to the adjustments provided
      for in this paragraph 5 (c).







(iii) The
      Corporation shall not be required to issue fractional shares of Common Stock
      upon conversion of shares of Convertible Preferred Stock. If more than one
      share
      of Convertible Preferred Stock shall be surrendered for conversion at one time
      by the same holder, the number of full shares of Common Stock issuable upon
      conversion thereof shall be computed on the basis of the aggregate number of
      shares so surrendered. If any fractional interest in a share of Common Stock
      would be deliverable upon the conversion of any shares of Convertible Preferred
      Stock, the Corporation, in lieu of delivering the fractional share therefore,
      shall at the option of its Board of Directors either make an adjustment thereof
      in cash at the market value thereof or issue scrip certificates (exchangeable
      together with other scrip certificates aggregating one or more full shares
      of
      Common Stock for Common Stock certificates representing such full share or
      shares) for any fraction of a share, in a form to be approved by the Board
      of
      Directors. If the Board of Directors shall choose to make a cash adjustment
      in
      lieu of delivering fractional shares, then, for such purpose, the market value
      of a share of Common Stock shall be the closing price on such day for shares
      of
      Common Stock on the principal national securities exchange on which the Common
      Stock is listed or admitted to trading, or if it is not listed or admitted
      to
      trading on any national securities exchange, the average on such day of the
      closing bid and asked prices in the over-the-counter market or, if no such
      prices are reported, the market value shall be as fixed by the Board of
      Directors in good faith. If the Board of Directors shall choose to issue scrip
      certificates in lieu of delivering fractional shares, the scrip certificates
      may
      contain any term or condition permitted by law, except that, until the exchange
      thereof for certificates for full shares of Common Stock, the holders of such
      scrip certificates shall not be entitled to receive dividends thereon, to vote
      with respect thereto or to have any other rights by virtue thereof as
      shareholders of the Corporation except such rights, if any, as the Board of
      Directors may, in its absolute discretion, confer upon the holders of such
      scrip
      certificates in the event of the liquidation, dissolution or winding up of
      the
      Corporation.





(iv) Whenever
      any event occurs which causes an adjustment of the securities or other assets
      into which the Convertible Preferred Stock may be converted, as herein provided,
      the Corporation shall promptly file with the transfer agent or agents for the
      Convertible Preferred Stock (and with any conversion agent other than the
      transfer agent or agents) a certificate signed by the President or a Vice
      President and by the Treasurer or an Assistant Treasurer or the Secretary or
      an
      Assistant Secretary setting forth the Conversion Rate applicable after such
      adjustment and setting forth a brief statement of the facts accounting for
      such
      adjustment. Such certificate shall be conclusive evidence of the correctness
      of
      such adjustment and neither the transfer agent or agents nor any conversion
      agent shall be under any duty or responsibility with respect to any such
      certificate except to exhibit the same for time to time to any holder of any
      share of Convertible Preferred Stock desiring an inspection thereof. Promptly
      after filing such certificate, the corporation shall cause a brief summary
      of
      such certificate to be mailed to each holder of record of shares of Convertible
      Preferred Stock at such holder’s last address appearing on the books of the
      Corporation. Failure of any holder of Convertible Preferred Stock to receive
      such notice or any defect therein, shall not affect the validity of such
      adjustment. Neither the transfer agent or agents nor any conversion agent shall
      at any time be under any duty or responsibility to any such holder to determine
      whether any facts exist which may require any adjustment of the Conversion
      Rate,
      or with respect to the nature and extent of any such adjustment when made,
      or
      with respect to the method employed in making the same.








(d) The
      Corporation shall at all times reserve and keep available, out of its authorized
      by unissued shares of Common Stock or out of shares of Common Stock held in
      its
      treasury, the full number of shares of Common Stock into which all shares of
      Convertible Preferred Stock from time to time outstanding are
      convertible.





(e) The
      issuance of stock certificates on conversions of shares of Convertible Preferred
      Stock into shares of Common Stock shall be without charge to the converting
      stockholders for any issue tax. The Corporation shall not, however, be required
      to pay any tax which may be payable in respect of any transfer involved in
      the
      issue and delivery of shares of Common Stock in any name other than that of
      the
      registered holder of the shares of Convertible Preferred Stock converted, and
      the Corporation shall not be required to issue or deliver any such stock
      certificate unless and until the person or persons requesting the issuance
      thereof shall have paid to the Corporation the amount of such tax or shall
      have
      established to the satisfaction of the Corporation that such tax has been paid
      or that no such tax is payable.





(f) Any
      holder of Convertible Preferred Stock who shall choose to convert shares of
      Convertible Preferred Stock held by him pursuant to this Section 5 shall, as
      a
      condition of conversion, present the certificates for such Convertible Preferred
      Stock (which certificate or certificates, if the Corporation shall so require,
      shall be duly endorsed or accompanied by appropriate instruments of transfer
      satisfactory to the Corporation) at the office of the transfer agent or agents
      for Convertible Preferred Stock, or at such other office as may be designated
      by
      the Corporation, and shall give written notice to the Corporation at said office
      that such holder elects to convert the same or part thereof and shall state
      in
      writing therein the name or names in which such holder wishes the certificate
      or
      certificates for shares of Common Stock to be issued. The Corporation will
      as
      soon as practicable thereafter, issue and deliver at said office to such holder,
      or to the designee of such holder, certificates for the number of full shares
      of
      Common Stock to which such holder or its designee shall be entitled as
      aforesaid, together with cash or scrip in lieu of any fraction of a share as
      hereinabove provided and certificates for the shares of Convertible Preferred
      Stock, if any, not converted. Shares of Convertible Preferred Stock shall be
      deemed to have been converted as of the close of business on the date of the
      presentation of such shares for conversion as provided above, and the person
      or
      persons entitled to receive the shares of Common Stock issuable upon such
      conversion shall be treated for all purposes as the record holder or holders
      of
      such shares of Common Stock as of such time and date.





6. Shares
      to be Retired .
      All
      shares of Convertible Preferred Stock redeemed or purchased by the Corporation
      or converted into Common Stock of the Corporation shall be retired and
      cancelled, and may not thereafter be issued in any form.





7. Voting
      Rights  (a)
      The
      holders of Convertible Preferred Stock, voting separately as a class, shall,
      subject to the provisions of Article SEVENTH hereof, elect the Preferred Stock
      Directors therein referred to. In any such election, each share of Convertible
      Preferred Stock shall be entitled to one vote. The holders of Convertible
      Preferred Stock will not participate, during such time as they are entitled
      to
      elect Preferred Stock Directors in the election of the Common Stock Directors
      (as hereinafter defined), all of which Common Stock Directors shall be elected
      solely by holders of Common Stock.





(b)    
      Except as set forth in the foregoing paragraph 7 (a) with respect to the
      election of directors and except as otherwise required by law, each holder
      of
      record of shares of Convertible Preferred Stock shall be entitled to one vote
      per share on each matter on which the holders of record of Common Stock of
      the
      Corporation shall be entitled to vote (other than the election of Common Stock
      Directors), voting together with the holders of record of the Common Stock
      on a
      share for share basis, and not as a separate class.








(c)    
      No holder of shares of the Corporation of any class, now or hereafter
      authorized, shall be entitled as such, as a matter of right, to any preferential
      or preemptive right or otherwise to subscribe for, purchase or receive any
      shares of the Corporation of any class, now or hereafter authorized, or any
      options or warrants for such shares, or any securities convertible into or
      exchangeable for such shares, which may at any time be issued, sold or offered
      for sale by the Corporation.





(d)    
      No shares of capital stock of the Corporation shall be issued without voting
      rights.





FIFTH:  The
      Secretary of State is designated as the agent of the Corporation upon who
      process against the Corporation may be served. The post office address to which
      the Secretary of State shall mail a copy of any process against the Corporation
      served upon him is:




181
      South
      Franklin Avenue


Valley
      Stream, New York





SIXTH:  Any
      director or the entire Board of Directors of the Corporation may be removed
      at
      any time, but only for cause and only by the affirmative vote of (i) a majority
      of the Preferred Stock Directors if such Director is a Preferred Stock Director
      or of the Common Stock Directors if such Director is a Common Stock Director,
      or
      (ii) the holders of two-thirds or more of the outstanding shares of capital
      stock of the Corporation entitled to vote in the election of such director
      voting at a meeting of such shareholders called for that purpose. The
      affirmative vote of the holders of two-thirds or more of the outstanding shares
      of each class of the capital stock of the Corporation shall be required to
      amend, alter, change or repeal this Article SIXTH of the Certificate of
      Incorporation.







SEVENTH: (a)    
      The number of directors of the Corporation which shall constitute the whole
      Board of Directors shall initially be nine, and shall thereafter be as fixed
      from time to time by the affirmative vote of the Board of Directors, including
      a
      majority of the Common Stock Directors and a majority of the Preferred Stock
      Directors.





(b) (i)
      So
      long as more than 3,000,000 shares of Convertible Preferred Stock are
      outstanding, the number of directors set forth below (the “Preferred Stock
      Directors”) shall be elected by the holders of Convertible Preferred Stock
      voting separately as a class in accordance with paragraph 7(a) of Article FOURTH
      hereof. The balance of the Board of Directors (the “Common Stock Directors”),
      shall be elected by the holders of Common Stock, voting separately as a class.
      If 6,250,000 or more shares of Convertible Preferred Stock are outstanding,
      there shall be four Preferred Stock Directors. If more than 3,000,000 but less
      than 6,250,000 shares of Convertible Preferred Stock are outstanding, there
      shall be three Preferred Stock Directors. If 3,000,000 or fewer shares of
      Convertible Preferred Stock are outstanding, there shall be only one class
      of
      directors, elected by the holders of the Common Stock and the Convertible
      Preferred Stock voting together as one class on a share for share basis, in
      which event, the majority vote of such one class of directors shall be
      sufficient to effect all matters on which vote of the majority of the Preferred
      Stock Directors and/or of the Common Stock Directors is required hereunder.
      Directors shall be elected for a term of one year. Each Director shall hold
      office for the term of office for which he is elected and until his successor
      is
      elected and qualified.







(ii) 
      Without affecting the fiduciary duties of any director of the Corporation under
      law, in determining whether to vote for or against any proposal brought before
      the Board of Directors, each Preferred Stock Director and each Common Stock
      Director shall be entitled to take into account the benefit or adverse effect
      of
      such proposal to the Corporation and its shareholders as a whole (both on a
      short-term and on a long-term basis), as well as immediate benefit or adverse
      effect of such proposal to the class of shareholders which elected such
      Director.





(iii) 
      So long as in excess of 3,000,000 shares of Convertible Preferred Stock shall
      be
      outstanding, the affirmative vote of the Board of Directors, including a
      majority of the Common Stock Directors and a majority of the Preferred Stock
      Directors, shall be required to approve the following actions:





(A) 
      The sale by the Corporation or any subsidiary of all or any part of its equity
      interest in any Named Subsidiary (the “Named Subsidiaries” are Big Smith, Inc.,
      Colonial Leisure Corp. of New Jersey, Inc., Monroc, Inc., Wel-Com Financial
      Service, Inc., Southern Mortgage Associates, Inc. and Homeowners Equities,
      Inc.), or the sale by the Corporation or any subsidiary out of the ordinary
      course of business of any part of its equity interest in any other subsidiary
      of
      the Corporation;





(B) 
      The creation, incurring, assumption or otherwise suffering to exist by the
      Corporation of any indebtedness which, when aggregated with all other
      indebtedness then outstanding, exceeds $1,000,000. For the purposes of this
      Restated Certificate of Incorporation, indebtedness of the Corporation not
      requiring the affirmative vote of both a majority of the Preferred Stock
      Directors and a majority of the Common Stock Directors under this paragraph
      (b)
      (iii) (B) is referred to herein as the “Working Capital Loan.”





The
      term
“indebtedness” for the purpose of this paragraph (b) (iii) (B) means
      indebtedness of the Corporation for money borrowed by the Corporation other
      than
      (i) indebtedness represented by the Corporation’s 6% Notes issued pursuant to
      the Indenture attached as Exhibit D to the Corporation’s Sixth Amended Plan of
      Reorganization of which a copy of the Restated Certificate of Incorporation
      is
      Exhibit A (the 6% Notes”) and (ii) indebtedness to subsidiaries of the
      Corporation in the ordinary course of business or indebtedness to subsidiaries
      of the Corporation (even if not in the ordinary course of Business) the proceeds
      of which are to be used to redeem Convertible Preferred Stock.





(C) 
      The creation, incurring, assumption or otherwise suffering to exist by the
      Corporation of any lien upon any of the properties, assets or revenues of the
      Corporation, whether now existing or hereafter acquired, except
      for:










(1) liens
      relating to indebtedness the incurring of which does not require the vote of
      both classes of directors under paragraph (b) (iii) (B);





(2) liens
      for
      taxes, assessments or judgments, if such taxes, assessments or judgments are
      being contested in good faith or if payment of such taxes, assessments or
      judgments is not at such time required to be made;





(3) liens
      incurred in the ordinary course of business in connection with workmen’s
      compensation, unemployment insurance or other forms of governmental insurance
      or
      benefits, or to secure performance of tenders, statutory obligations, leases
      and
      contracts entered into in the ordinary course of business or to secure
      obligations on surety or appeal bonds;





(4) liens
      arising by operation of law to secure claims for the purchase of labor,
      services, materials, equipment or supplies to the extent that payment of such
      claims shall not at such time be required to be made;





(5) easements,
      rights of way, restrictions and other similar encumbrances incurred in the
      ordinary course of business; and





(6) purchase
      money security interests;





(D) The
      merger, consolidation, liquidation, winding up or dissolution of the
      Corporation, or of any of the subsidiaries of the Corporation out of the
      ordinary course of business;





(E) The
      acquisition by the Corporation, by purchase or otherwise, of all or
      substantially all of the business or assets of any entity or all or
      substantially all the stock or other evidence of beneficial ownership of any
      entity, or otherwise permitting any corporation to become a subsidiary of the
      Corporation or the entering into of any joint venture or partnership
      agreement;





(F) The
      sale,
      lease, assignment, transfer or other disposition by the Corporation, out of
      the
      ordinary course of business, of any material assets of the Corporation,
      provided, however, that the foregoing restriction shall not apply to any sale
      which involves assets (other than the stock of the Named Subsidiaries) having
      a
      then value of less than $150,000 and which assets were held by the Corporation
      as of the date of filing of this Restated Certificate of
      Incorporation;





(G) The
      issuance by the Corporation or any subsidiary of the Corporation of any equity
      securities to any person, firm or entity other than the Corporation or
      subsidiary of the Corporation;





(H) The
      execution by the Corporation of any guaranty, endorsement, or assumption
      agreement with respect to the obligation of any person or entity except for
      the
      endorsement of negotiable instruments for collection in the ordinary course
      of
      business and except in favor of subsidiaries of the Corporation;





(I) Any
      amendment to the Indenture of the Corporation relating to its 6%
      Notes;








(J) Any
      amendment to that certain agreement dated August 3, 1982 among the Corporation,
      Colonial Leisure Corp. of New Jersey, Inc., Wel-Com Financial Services, Inc.,
      Transexpo I, Inc. and Kirlandco, Inc;





(K) Any
      increase in the salary, bonus, benefit or other compensation payable to, or
      the
      making of any loan to or the forgiving of any indebtedness of, any officer
      or
      director of the Corporation.





(L) Any
      redemption or other acquisition by the Corporation of its common stock, or
      setting aside of funds for such redemption; and





(M) The
      entering by the Corporation into any other transaction out of the ordinary
      course of business.





For
      all
      purposes of this Restated Certificate of Incorporation, the determination of
      whether a transaction is out of the ordinary course of business shall be made
      with reference to the Corporation and its subsidiaries as a whole. Also, for
      the
      purposes of paragraph (b) (iii) (M), transactions shall be deemed out of the
      ordinary course of business only if they are of the size and import of, and
      are
      otherwise similar, to the transactions requiring the affirmative vote of both
      Common Stock Directors and Preferred Stock Directors described in paragraphs
      (A)
      through (L) above.





(c) 
      The term “subsidiaries” as used in this Restated Certificate of Incorporation
      also includes subsidiaries of subsidiaries of the Corporation.





(d) 
      As of the date of filing of this Restated Certificate of Incorporation, Messrs.
      Bernard Korn, James W. Stewart, Carl L. Sussman, Raphael M. Brackman and Bertram
      Harnett shall constitute the Common Stock Directors, with terms expiring at
      the
      annual meeting of shareholders of the Corporation to be held in 1983, and
      Messrs. Jack Rose, Ronald Miller, Van Oliver and James Heffernan shall
      constitute the Preferred Stock Directors, with terms expiring at the annual
      meeting of shareholders of the Corporation to be held in 1983.





(e) 
      Newly created directorships resulting from an increase in the number of
      directors and vacancies occurring in the Board of Directors for any reason
      may
      be filled by the affirmative vote of a majority of the remaining Preferred
      Stock
      Directors if such director is to be a Preferred Stock Director or a majority
      of
      the Common Stock Directors if such director is to be a Common Stock Director
      whether or not in either event less than a quorum of the Board of
      Directors.








EIGHTH: Any
      by-law of the Corporation may be amended or repealed and new or additional
      by-laws may be adopted only by the affirmative vote of a majority of the Board
      of Directors including a majority of the Common Stock Directors and a majority
      of the Preferred Stock Directors or by the affirmative vote of the holders
      of
      the common stock and the holders of the Convertible Preferred Stock, voting
      separately by class.





NINTH: The
      directors and officers of the Corporation shall be entitled to be indemnified
      by
      the Corporation to the fullest extent permitted by law.





The
      foregoing Restated Certificate of Incorporation formed part of the Plan of
      Reorganization of the Corporation, dated December 2, 1982. Such Plan of
      Reorganization was confirmed by final order of the United States Bankruptcy
      Court for the Southern District of New York having jurisdiction over the
      Corporation and its reorganization proceedings on January 5, 1983, in the action
      titled In
      re
      Colonial Commercial Corp .,
      and
      such order contains express provisions for the adoption of such Restated
      Certificate of Incorporation, all in accordance with the provisions of §808 of
      the Business Corporation Law of the State of New York.





IN
      WITNESS WHEREOF, COLONIAL COMMERCIAL CORP. has caused this Restated Certificate
      of Incorporation to be signed by Bernard Korn as its court-appointed designee,
      on this sixth day of January, 1983.





COLONIAL
                COMMERCIAL CORP.By:
            /s/Bernard
                KornBernard
                Korn





STATE
      OF
      NEW YORK


ss.:


COUNTY
      OF
      NASSAU





On
      the
      sixth day of January, 1983, before me personally came Bernard Korn, to me known,
      and known to me to be the individual described in, and who executed the
      foregoing instrument, and duly acknowledged to me that he executed the
      same.





By:
            /s/Jeanette
                FacompreNotary
                Public