Exhibit 1



THIS NOTE AND THE COMMON STOCK TO BE ISSUED UPON CONVERSION OF THIS NOTE OR
INTEREST THEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE ISSUER SHALL HAVE RECEIVED AN
OPINION OF COUNSEL TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION THEREOF
IS LEGALLY REQUIRED FOR SUCH TRANSFER OR SUCH TRANSFER IS COVERED BY AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS.


Principal Sum: $50,000


Investor: __________


Dated: May __, 2004


                                CONVERTIBLE NOTE


                                  (the "Note")


                            COLONIAL COMMERCIAL CORP.


COLONIAL COMMERCIAL CORP., a New York corporation (hereinafter called the
"Company"), hereby promises to pay to the order of Holder 50% of the Principal
Sum on June 1, 2008 (the "First Maturity Date") and the balance of the Principal
Sum on June 1, 2009 (the "Final Maturity Date").


This Note shall accrue interest at the rate of 11% per annum, payable quarterly
on the 10th day of each October, January, April and July beginning October 10,
2004. This Note shall accrue interest after the giving of an Acceleration Notice
(as defined below) at the rate of 18% per annum (or, if less, the highest rate
permitted by law), payable on demand. Interest shall be computed on the basis of
a 360-day year.

1. This Note is being issued under a Private Placement Purchase Agreement of
even date herewith among the Company, Holder and certain other parties (the
"Private Placement Purchase Agreement"), and the Holder is entitled to all
benefits thereunder, including without limitation the benefits of the
registration rights granted thereunder. Capitalized terms that are not defined
in this Note shall have the meanings attributed thereto in the Private Placement
Purchase Agreement.

2. PURCHASE FOR INVESTMENT. The Holder, by acceptance hereof, acknowledges that
the Note has not been registered under the Securities Act of 1933 (the "Act"),
covenants and agrees with the Company that such Holder is taking and holding
this Note for investment purposes and not with a view to, or for sale in
connection with, a distribution thereof.

     (a)  SUBORDINATION. The Company's indebtedness to Holder under this Note
          shall be subordinate to of indebtedness to Senior Lenders (as
          hereinafter defined) to the fullest extent from time to time requested
          by the Senior Lenders. "Senior Lenders" means Wells Fargo Business
          Credit Inc. ("WFBC") or any lender that at time refinances any
          indebtedness of the Company to WFBC. "Senior Indebtedness" means debt
          to which the indebtedness under this Note is at any time subordinate
          as aforesaid. The term "Prior Debt" means Senior Indebtedness,
          indebtedness and obligations to American Standard, Inc, and current or
          future obligations to vendors and lessors in respect of forklifts,
          vehicles, copiers and miscellaneous other equipment.



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     (b)  Holder hereby accepts the terms of any subordination agreement and
          inter-creditor and other agreements (including but not limited to a
          subordination agreement and inter-creditor agreement entered or to be
          entered among the Holder, the Company and WFBC on or about the date
          hereof) that are at any time or times proposed by the Senior Lenders
          as to such subordination, with the same force and effect as if Holder
          had directly signed such subordination and inter-creditor and other
          agreements. Without limiting the generality of the foregoing, Holder
          hereby irrevocably appoints each of Bernard Korn and William Pagano as
          Holder's attorney in fact to execute and deliver such agreements in
          the name of Holder and on its behalf.

3. CONVERSION.

     (a)  Holder shall at any time or times have the right (the "Note Conversion
          Right") to convert all or any part of the principal then outstanding
          under the Note into shares (the "Conversion Shares") of the Company's
          common stock (the "Common Stock") at a price of $3.00 per share of
          Common Stock, subject to appropriate adjustment for stock splits and
          combinations.

     (b)  To exercise the Note Conversion Right, Holder shall deliver this Note
          to the Company, together with a notice (the "Conversion Notice")
          stating that the Holder is exercising the Note Conversion Right as to
          a designated number of shares of Common Stock. Within a reasonable
          time after each exercise, the Company shall deliver to Holder a
          certificate for such shares and, if applicable, a new Note evidencing
          the outstanding balance of this Note after such conversion.

     (c)  Upon exercise of the Note Conversion Right, the Holder shall be deemed
          to be the Holder of record of the shares of Common Stock issuable upon
          such exercise.

     (d)  The issuance of any shares or other securities upon the exercise of
          the Note Conversion Right, and the delivery of certificates or other
          instruments representing such shares or other securities, shall be
          made without charge to the Holder for any tax or other charge in
          respect of such issuance.

     (e)  The Company shall at all times reserve and keep available out of its
          authorized and unissued Common Stock, solely for the purpose of
          providing for the exercise of the Note Conversion Right, such number
          of shares of Common Stock as shall, from time to time, be sufficient
          for the exercise of the Note Conversion Right in full. The Company
          covenants that all such shares of Common Stock shall be validly
          issued, fully paid, nonassessable, and free of preemptive rights.


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     (a)  Upon any consolidation or merger of the Company with another
          corporation, or the sale of all or substantially all of its assets to
          another corporation (each, a "Combination"), the Company shall enter
          into an agreement with the surviving or acquiring Person (the
          "Successor Company") in such Combination confirming the Holders'
          rights pursuant to this Note. Following a Combination, this Note shall
          (subject to further adjustment hereunder) be convertible into shares
          of Common Stock of the Successor Company that have conversion,
          anti-dilution, liquidation, dividend and other rights in each case not
          less favorable to the to Holder than such Holder's rights under the
          Common Stock that shall have been issuable on conversion of this Note
          immediately prior to the Combination. The provisions of this Section
          shall similarly apply to successive Combinations involving any
          Successor Company.

4. EVENTS OF DEFAULT, CHANGE OF CONTROL, AND ACCELERATION OF THE
   NOTE.

     (a)  A default with respect to this Note shall exist if any of the
          following shall occur:

             (i)  The Company shall fail to make any payment of interest or
                  principal when due, or the Company shall otherwise breach any
                  other provision of this Note, and such failure to make payment
                  or such other breach shall continue for 20 business days after
                  written notice by Holder to the Company.

             (ii) Any representations or warranties made in the Private
                  Placement Purchase Agreement by the Company shall be untrue or
                  incorrect in any material respect, or the Company shall breach
                  any material covenant set forth in the Private Placement
                  Purchase Agreement and such breach shall continue for 10
                  business days after written notice by any Holder of any Note
                  to the Company.

            (iii) A receiver, liquidator or trustee of the Company or of a
                  substantial part of its properties shall be appointed by court
                  order and such order shall remain in effect for more than 45
                  calendar days; or the Company shall be adjudicated bankrupt or
                  insolvent; or a substantial part of the property of the
                  Company shall be sequestered by court order and such order
                  shall remain in effect for more than 45 calendar days; or a
                  petition to reorganize the Company under any bankruptcy,
                  reorganization or insolvency law shall be filed against the
                  Company and shall not be dismissed within 45 calendar days
                  after such filing.

             (iv) The Company shall file a petition in voluntary bankruptcy or
                  request reorganization under any provision of any bankruptcy,
                  reorganization or insolvency law, or shall consent to the
                  filing of any petition against it under any such law.

             (v)  The Company shall have defaulted in respect of any obligation
                  for borrowed money and the lender in respect thereof shall
                  have accelerated or shall have purported to accelerate the
                  maturity thereof; or

             (vi) The Company shall make an assignment for the benefit of its
                  creditors or consent to the making of any such assignment, or
                  admit in writing its inability to pay its debts generally as
                  they become due, or consent to the appointment of a receiver,
                  trustee or liquidator of the Company, or of all or any
                  substantial part of its properties.


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             (b)  If a default shall occur and be continuing, the Holder may, in
                  addition to such Holder's other remedies, by written notice to
                  the Company (an "Acceleration Notice"), declare the principal
                  amount of this Note, together with all interest accrued
                  thereon, to be due and payable immediately. Upon any such
                  declaration, such amount shall become immediately due and
                  payable.

5. MISCELLANEOUS.

             (a)  All notices and other communications required or permitted to
                  be given hereunder shall be in writing and shall be given (and
                  shall be deemed to have been duly given upon receipt) by
                  delivery in person, by telegram, by facsimile, recognized
                  overnight mail carrier, telex or other standard form of
                  telecommunications, or by registered or certified mail,
                  postage prepaid, return receipt requested, addressed as
                  follows: (a) if to the Holder, to such address as such Holder
                  shall furnish to the Company in accordance with this Section,
                  or (b) if to the Company, to it at its headquarters office, or
                  to such other address as the Company shall furnish to the
                  Holder in accordance with this Section.

             (b)  This Note shall be governed and construed in accordance with
                  the laws of the State of New York applicable to agreements
                  made and to be performed entirely within such state.

             (c)  All disputes hereunder shall be resolved exclusively by the
                  Federal and State courts in Nassau County New York.

             (d)  The Holder of this Note shall be entitled to recover its
                  reasonable legal and actual costs of collecting on this Note,
                  and such costs shall be deemed added to the principal amount
                  of this Note.

             (e)  The Company waives protest, notice of protest, presentment,
                  dishonor, notice of dishonor and demand.

             (f)  This Note may not be changed or terminated orally.

             (g)  The Section headings in this Note are for convenience only.


IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the
date set forth above.

COLONIAL COMMERCIAL CORP.

By:
   -----------------------------------



Confirmed as to appointment of attorney in fact



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