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                           3601 TURNPIKE ASSOCIATES

       7 Penn Plaza A Suite 618 A New York, New York 10001 9 212-563-6557
                                FAX 212-563-6657

                                      May 6, 1996

Colonial Commercial Corp.
3601 Hempstead Turnpike
Suite 121-I
Levittown, NY 11756

Gentlemen:

       Reference  is made to that  certain  lease dated  February 27, 1992 ("the
Lease") between 3601 Turnpike Associates,  as Owner and you, as Tenant, covering
space  designated  as  Suite  121-I  in the  building  known  as 3601  Hempstead
Turnpike, Levittown, New York.

     The parties  hereto  agree that the Lease is to be  extended  for a term of
five (5) years to  commence on July 1, 1996 and to expire June 30, 2001 with the
same force and effect as if such date ere the date  originally  set forth in the
Lease as the expiration date hereof.

     The parties  further agree that during such extended term all of the terms,
covenants and  conditions  of the Lease shall  continue in full force and effect
except that:

1.   The  annual  rent during  such extended term shall be increased as shown on
     the attached Exhibit "A".

2.   Article 37A(b) shall be amended  so  that  the term "Base Taxes" shall mean
     a sum equal to the General Tax payable for the  calendar  year 1996 and the
     School Tax for the year July 1, 1995 to June 30, 1996.

3.   Tenant  agrees  to  accept  the  Demised  Premises  in  its present "as is"
     condition  and owner  shall not be  required  to do any work or furnish any
     materials in connection therewith.  

4.   Pursuant to the terms and conditions of the Lease, Tenant has heretofore
     deposited with Owner the sum of $1,469.25,  as security thereunder,  which 
     Owner acknowledges  receipt  thereof.  

     Provided that prior to the commencement of the term of this Lease,  Owner 
     shall not have used, applied or retained the whole or part of said sum of 
     $1,469.25,  the parties hereto agree that said shall be held by  Owner as  
     security hereunder pursuant to the  provisions  of  Article  34 hereunder.

5.   Tenant  represents  that  it has  dealt  with  no broker other than Jeffrey
     Management  Corp. in connection with the Extension of Lease.  Tenant agrees
     to indemnify and hold owner harmless  (including  attorneys' fees) from and
     against  any and all claims  for  brokerage  commissions  made by any other
     party  claiming  to  act  for  or  on  behalf  of  Tenant  concerning  this
     transaction.

     Except  as  herein  above  modified,  all  of  the  terms,  covenants,  and
conditions of the Lease are hereby ratified in all respects thereto.  

                                                  Very truly yours,

                                                  3601 TURNPIKE ASSOCIATES

                                                  BY  Owner
The above is hereby agreed
and accepted:

COLONIAL COMMERCIAL CORP.


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                                  EXHIBIT 'A'


 
        PERIOD                      MONTHLY             ANNUAL
BEGINNING      ENDING                RENT                RENT

<C>            <C>                 <C>                <C>         
7/1/1996       6/30/1997           $  1,605.49        $  19,265.88
7/1/1997       6/30/1998           $  1,653.65        $  19,843.80
7/1/1998       6/30/1999           $  1,703.26        $  20,439.12
7/1/1999       6/30/2000           $  1,754.36        $  21,052.32
7/1/2000       6/30/2001           $  1,806.99        $  21,683.88

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