EXHIBIT 4.5

                              Standstill Agreement


To Colonial Commercial Corp.

Gentlemen:

     For good and valuable consideration, I agree that until May 31, 2008, I
(and those whose stock would be attributable to me for purposes of Section 382
of the Internal Revenue Code) will not, without your prior written consent,
directly or indirectly purchase any securities of your company in public or
private transactions or otherwise.

     You may consent or withhold your consent in your discretion to any such
purchase by me, with the following exception: You will consent to a purchase by
me that in your opinion does not have the effect of (i) reducing your net
operating tax loss carryforward or (ii) reducing the number of shares other
shareholders can buy without reducing your net operating tax loss carryforward.

     Until May 31, 2008, I will not knowingly sell any of your securities to a
5% shareholder (as hereinafter defined), or to a person who as a result of such
sale would become a 5% shareholder, unless such person first enters into an
agreement in your favor with the same tenor as this letter and in form and
substance reasonably satisfactory to you.  The term "5% shareholder" has the
meaning attributed thereto in Internal Revenue Code Section 382.

     This letter may not be amended or terminated by me without your written
approval.  It is binding on me and on my personal representatives.  It sets
forth our entire understanding.  It shall be enforceable by decrees of specific
performance, without posting bond or other security, as well as by other
available remedies.


Dated: June 21, 2004

/s/ Rita Folger
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Rita Folger


Confirmed:

Colonial Commercial Corp.

By: /s/ Bernard Korn
    ---------------------
Bernard Korn, President