TERM
LOAN NOTE

     

    
      
        	
                October
      25, 2010

              	
                $6,090,000.00

              	
                New
      York, New York

              


      

    

    


    P&F INDUSTRIES, INC., a
Delaware corporation (“P&F”), FLORIDA PNEUMATIC MANUFACTURING
CORPORATION, a Florida corporation (“Florida
Pneumatic”), HY-TECH
MACHINE, INC., a Delaware corporation (“Hy-Tech”), and NATIONWIDE INDUSTRIES,
INC., a
Florida corporation (“Nationwide”, and
together with P&F, Florida Pneumatic and Hy-Tech, collectively, “Borrowers” and each,
a “Borrower”),
for value received, hereby unconditionally promise to pay, on a joint and
several basis, to the order of CAPITAL ONE LEVERAGE FINANCE
CORPORATION (“Lender”), the
principal sum of SIX MILLION
NINETY THOUSAND DOLLARS ($6,090,000.00), or such lesser amount as may be
advanced by Lender as a Term Loan under the Loan Agreement described below,
together with all accrued and unpaid interest thereon.  Terms are used
herein as defined in the Loan and Security Agreement dated as of October 25,
2010, among Borrowers, the Guarantors from time to time party thereto, Capital
One Leverage Finance Corporation, as Agent, Lender, and certain other financial
institutions, as such agreement may be amended, modified, renewed or extended
from time to time (“Loan
Agreement”).

     

    Principal of and interest on this Note
from time to time outstanding shall be due and payable as provided in the Loan
Agreement.  This Note is issued pursuant to and evidences Lender’s
Term Loan under the Loan Agreement, to which reference is made for a statement
of the rights and obligations of Lender and the duties and obligations of
Borrowers.  The Loan Agreement contains provisions for acceleration of
the maturity of this Note upon the happening of certain stated events, and for
the prepayment of amounts upon specified terms and conditions.

     

    The holder of this Note is hereby
authorized by Borrowers to record on a schedule annexed to this Note (or on a
supplemental schedule) the amounts owing with respect to the Term Loan,
including payments thereon.  Failure to make any notation, however,
shall not affect the rights of the holder of this Note or any obligations of
Borrowers hereunder or under any other Loan Documents.

     

    Time is of the essence of this
Note.  Each Borrower and all endorsers, sureties and guarantors of
this Note hereby severally waive demand, presentment for payment, protest,
notice of protest, notice of intention to accelerate the maturity of this Note,
diligence in collecting, the bringing of any suit against any party, and any
notice of or defense on account of any extensions, renewals, partial payments,
or changes in any manner of or in this Note or in any of its terms, provisions
and covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.  Borrowers jointly and severally agree to pay, and to
save the holder of this Note harmless against, any liability for the payment of
all costs and expenses (including without limitation reasonable attorneys’ fees)
if this Note is collected by or through an attorney-at-law.

     

    In no contingency or event whatsoever
shall the amount paid or agreed to be paid to the holder of this Note for the
use, forbearance or detention of money advanced hereunder exceed the highest
lawful rate permitted under Applicable Law.  If any such excess amount
is inadvertently paid by Borrowers or inadvertently received by the holder of
this Note, such excess shall be returned to Borrowers or credited as a payment
of principal, in accordance with the Loan Agreement.  It is the intent
hereof that Borrowers not pay or contract to pay, and that holder of this Note
not receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may be paid by Borrowers under
Applicable Law.

     

    This Note shall be governed by the laws
of the State of New York, without giving effect to any conflict of law
principles (but giving effect to federal laws relating to national
banks).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this Term
Loan Note is executed as of the date set forth above.

     

    
      
        
          
            
              
                	 
      	 	
                        P&F
      INDUSTRIES, INC.

                      
	 	 	 
	
                        Attest:

                      	 	
                        By:

                      	
                        /s/ Joseph A. Molino,
Jr.

                      
	 
      	 	
                        Name:

                      	
                        Joseph
      A. Molino, Jr.

                      
	
                        /s/ Richard B. Goodman

                      	 	
                        Title:

                      	
                        Vice
      President

                      
	
                        Assistant
      Secretary

                      	 	 
      	 
      
	 
      	 	 
      	 
      
	
                        [Seal]

                      	 	 
      	 
      
	 
      	 	
                        FLORIDA
      PNEUMATIC MANUFACTURING CORPORATION

                      
	 	 	 
	
                        Attest:

                      	 	
                        By:

                      	
                        /s/ Joseph A. Molino,
Jr.

                      
	 
      	 	
                        Name:

                      	
                        Joseph
      A. Molino, Jr.

                      
	
                        /s/ Richard B. Goodman

                      	 	
                        Title:

                      	
                        Vice
      President

                      
	
                        Assistant
      Secretary

                      	 	 
      	 
      
	 
      	 	 
      	 
      
	
                        [Seal]

                      	 	 
      	 
      
	 
      	 	
                        HY-TECH
      MACHINE, INC.

                      
	 	 	 
	
                        Attest:

                      	 	
                        By:

                      	
                        /s/ Joseph A. Molino,
Jr.

                      
	 
      	 	
                        Name:

                      	
                        Joseph
      A. Molino, Jr.

                      
	
                        /s/ Richard B. Goodman

                      	 	
                        Title:

                      	
                        Vice
      President

                      
	
                        Assistant
      Secretary

                      	 	 
      	 
      
	 
      	 	 
      	 
      
	
                        [Seal]

                      	 	 
      	 
      
	 
      	 	
                        NATIONWIDE
      INDUSTRIES, INC.

                      
	 	 	 
	
                        Attest:

                      	 	
                        By:

                      	
                        /s/ Joseph A. Molino,
Jr.

                      
	 
      	 	
                        Name:

                      	
                        Joseph
      A. Molino, Jr.

                      
	
                        /s/ Richard B. Goodman

                      	 	
                        Title:

                      	
                        Vice
      President

                      
	
                        Assistant
      Secretary

                      	 	 
      	 
      
	 
      	 	 
      	 
      
	
                        [Seal]

                      	 	 
      	 
      


              

            

          

        

      

    

     

    
      TERM LOAN
NOTE

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