EXHIBIT 4.1


PRIVATE  PLACEMENT  PURCHASE  AGREEMENT  dated  February  3,  2004  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 $0.60 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  recently filed its SEC 10Q reports through September 30,
          2003,  has  received  copies  of  same  and  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;


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         (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 stats securities or Blue Sky laws or pursuant
               to  an exemption form 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 joins 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.


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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
          shall  constitute  an  original.


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


                                                       COLONIAL COMMERCIAL CORP.

                                                       /s/ James Stewart
                                                       -------------------------
                                                       James Stewart


   Investor's  name                 Signature              Number  of  Shares
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   Michael  Goldman            /s/ Michael  Goldman             170,000
                             -----------------------