Exhibit 10.2


                               SEVERANCE AGREEMENT


THIS SEVERANCE  AGREEMENT (this  "Agreement"),  made and entered into as of July
18, 2006 ("the Effective Date"), by and between Griffon Corporation,  a Delaware
corporation,  with its  principal  office  located  at 100  Jericho  Quadrangle,
Jericho,   New  York  11753   (hereinafter,   together  with  its  subsidiaries,
collectively referred to as "the Corporation") and Patrick Alesia who resides at
169  Country  Club Drive,  Commack,  NY 11725  (hereinafter  referred to as "the
Executive").

                                   WITNESSETH:

     WHEREAS,  the Executive  has had  extensive  experience in the business and
affairs of the Corporation and is a valuable member of the management team; and

     WHEREAS, the Board of Directors of Griffon Corporation (the "Board")
has determined that it is appropriate to reinforce the continued attention of
certain key management employees, including the Executive, to their assigned
duties without distraction if the possibility should arise of a change in
control of the Corporation;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

     1. EMPLOYMENT.  During the term of this Agreement,  the Executive agrees to
remain  in the  employ  of  the  Corporation  and to  continue  to  perform  the
Executive's regular duties as an executive of the Corporation.

     2. CHANGE IN CONTROL.  No benefits shall be payable  hereunder unless there
shall have been a Change in Control of Corporation,  as set forth below, and the
Executive's  employment  by  Griffon  Corporation  shall  thereafter  have  been
terminated in accordance with Section 3 hereof.  For purposes of this Agreement,
a "Change in Control" shall mean the  occurrence of any of the following  events
after the date of this Agreement:

        2.1 the  acquisition,  directly or  indirectly,  by a "person"  (within
the  meaning of Section  13(d)(3) of the  Securities  Exchange  Act of 1934,  as
amended from time to time,  including rules thereunder and successor  provisions
and rules  thereto (the  "Exchange  Act") (a "Person") of  beneficial  ownership
(within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of more
than 35% of the  combined  voting  power of the  voting  securities  of  Griffon
Corporation entitled to vote generally in the election of directors (the "Voting
Securities");  provided,  however,  that the  following  acquisitions  shall not
constitute  a  Change  in  Control:  (a)  any  acquisition  by or  from  Griffon
Corporation or any corporation or other entity in which the Griffon  Corporation
owns or  controls  directly  or  indirectly  at least 50  percent  of the  total
combined  voting  power  represented  by all  classes  of stock  issued  by such
corporation,  or in the  case of a  noncorporate  entity,  at  least  50% of the
profits or capital interest in such entity (a  "Subsidiary,") or by any employee
benefit plan (or related trust)  sponsored or maintained by


<PAGE>


Griffon Corporation or any Subsidiary,  (b) any acquisition by an individual who
as of the  effective  date  of the  Plan  is a  member  of the  Board,  (c)  any
acquisition by any underwriter in any firm commitment underwriting of securities
to be issued by Griffon  Corporation,  or (d) any acquisition by any corporation
(or other entity) if, immediately following such acquisition, 65% or more of the
then  outstanding  shares  of  common  stock  (or  other  equity  unit)  of such
corporation  (or  other  entity)  and the  combined  voting  power  of the  then
outstanding  voting  securities  of such  corporation  (or  other  entity),  are
beneficially owned,  directly or indirectly,  by all or substantially all of the
individuals or entities who,  immediately  prior to such  acquisition,  were the
beneficial owners of the then outstanding Voting Securities in substantially the
same  proportions,  respectively,  as their ownership  immediately  prior to the
acquisition of the stock and Voting Securities; or

        2.2  the  following  individuals  cease  for  any reason to constitute a
majority of the Board:  individuals  who, as of the date of the this  Agreement,
constitute  the Board and any new director  (other than a director whose initial
assumption  of office is in  connection  with an actual or  threatened  election
contest,  including,  but not limited to, a consent solicitation relating to the
election of directors of Griffon  Corporation)  whose appointment or election by
the Board or nomination for election by the stockholders of Griffon  Corporation
was approved and  recommended by a vote of at least  two-thirds of the directors
then still in office who either were directors on the effective date of the Plan
or whose  appointment,  election or  nomination  for election was  previously so
approved or recommended; or

        2.3  the  consummation  of  the  sale  or   other   disposition  of  all
or  substantially  all of the  assets of Griffon  Corporation,  other than to an
entity,  at least 65% of the Voting  Securities of which are owned by Persons in
substantially  the same  proportions as their  ownership of Griffon  Corporation
immediately prior to such sale; or

        2.4   the consummation  of  a  merger,  consolidation,  statutory  share
exchange or similar form of corporate  transaction  involving the Corporation or
any of  its  Subsidiaries  that  requires  the  approval  of  the  Corporation's
stockholders,  whether for such transaction or the issuance of securities in the
transaction  (a  "Business  Combination"),  unless  immediately  following  such
Business  Combination:  (i) more than 65% of the total  voting  power of (x) the
corporation   resulting   from  such  Business   Combination   (the   "Surviving
Corporation"),  or (y) if  applicable,  the  ultimate  parent  corporation  that
directly or indirectly has beneficial ownership of 100% of the voting securities
eligible  to  elect  directors  of  the  Surviving   Corporation   (the  "Parent
Corporation"),  is  represented  by  Voting  Securities  that  were  outstanding
immediately  prior  to  such  Business   Combination  (or,  if  applicable,   is
represented  by shares  into  which  such  Corporation  Voting  Securities  were
converted  pursuant to such Business  Combination),  and such voting power among
the holders thereof is in substantially  the same proportion as the voting power
of such Voting  Securities  among the holders thereof  immediately  prior to the
Business Combination; or

        2.5  the  consummation  of a plan of complete liquidation or substantial
dissolution  of Griffon  Corporation,  other than a liquidation  or  substantial
dissolution,  which


                                       -2-


<PAGE>


would result in the Voting  Securities of the entity after such  liquidation  or
dissolution,  if any, continuing to represent (whether by remaining  outstanding
or by being converted to voting  securities of the surviving entity) 65% or more
of the Voting  Securities  or the voting power of the voting  securities of such
surviving entity outstanding  immediately after such liquidation or dissolution,
and such voting  power among the holders  thereof is in  substantially  the same
proportion  as the voting  power of such  Voting  Securities  among the  holders
thereof immediately prior to the such liquidation or dissolution; or

        2.6 the sale, transfer, assignment, distribution or other disposition by
Griffon Corporation and/or one of its Subsidiaries,  in one transaction, or in a
series of related  transactions  within any  period of 18  consecutive  calendar
months  (including,   without  limitation,  by  means  of  the  sale,  transfer,
assignment,  distribution  or  other  disposition  of the  capital  stock of any
Subsidiary or Subsidiaries),  of assets which account for an aggregate of 50% or
more of the consolidated revenues of Griffon Corporation and the Subsidiaries of
Griffon  Corporation,  as  applicable,  as determined  in  accordance  with U.S.
generally  accepted  accounting  principles,  for the fiscal year most  recently
ended  prior to the date of such  transaction  (or,  in the case of a series  of
transactions as described above, the first such transaction); provided, however,
that no such transaction  shall be taken into account if  substantially  all the
proceeds thereof (whether in cash or in kind) are used after such transaction in
the  ongoing  conduct by Griffon  Corporation  and/or its  Subsidiaries)  of the
business conducted by Griffon  Corporation and/or its Subsidiaries prior to such
transaction.

     3.  TERMINATION  FOLLOWING  A  CHANGE  IN  CONTROL.  If any  of the  events
described  in  Section 2 hereof  constituting  a Change in  Control  of  Griffon
Corporation shall have occurred, the Executive,  if terminated during the twenty
four (24) months  following  such  Change in  Control,  shall be entitled to the
benefits  provided in Section 4 hereof,  unless such  termination  is due to the
Executive's death or Disability,  or is by Griffon  Corporation for Cause, or is
by the  Executive  for other  than Good  Reason.  In the  event  that,  upon the
occurrence of a Change in Control,  the Executive is eligible for  retirement in
accordance with the terms and conditions of any applicable  corporate retirement
plan or program in effect  immediately  preceding  such Change in  Control,  the
Executive's  eligibility  for  immediate  retirement  benefits,  and any request
therefor, shall not preclude the Executive's receipt of severance benefits under
Section  4  hereof  as a result  of any  termination  without  Cause or for Good
Reason. For purposes of this Agreement, the following definitions shall apply:

        3.1  "Cause"  shall  mean  (i)  the willful and continued failure by the
Executive to substantially  perform the Executive's  duties (other than any such
failure  resulting from incapacity due to physical or mental  illness);  or (ii)
conviction  of a felony  or acts of  dishonesty  resulting  in gain or  personal
enrichment at the expense of the Corporation;  or (iii) the Executive's  willful
misconduct or insubordination  which is materially injurious to the Corporation.
With respect to (i) and (iii)  "Cause"  shall only be  determined to exist until
Griffon  Corporation  presents  written  notice  to the  Executive  specifically
identifying the alleged  circumstances or actions giving rise to Cause (a "Cause
Notice"), and the Executive fails to correct such action or circumstances within
20 days of receiving the Cause Notice. For purposes


                                       -3-


<PAGE>


of this  paragraph,  no act or failure to act on the  Executive's  part shall be
considered  as willful  unless done, or omitted to be done, by the Executive not
in good faith and without  reasonable  belief that the action or omission was in
the best interests of the Corporation.

        3.2  "Disability"  shall  mean  the  illness or other mental or physical
disability of the Executive,  as determined by a physician reasonably acceptable
to the  Corporation and the Executive,  resulting in the Executive's  failure to
perform  substantially all of his applicable material duties for a period of six
consecutive  months and to return to the  performance  of such duties  within 30
days after receiving written notice of termination.

        3.3  "Good Reason" shall  mean (i)  reduction in  the Executive's (then)
current  base  salary  immediately   preceding  the  Change  in  Control;   (ii)
diminution, reduction or other adverse change in the annual bonus opportunity or
other   incentive   compensation   opportunities   available  to  the  Executive
immediately preceding the Change in Control;  (iii) the Corporation's failure to
pay the  Executive  any  amounts  otherwise  earned,  vested  or due  under  any
compensation  plan or human  resources  policy  of the  Corporation  immediately
preceding  the Change in Control;  (iv)  diminution  of the  Executive's  title,
position, authority or responsibility; (v) assignment to the Executive of duties
incompatible with the position occupied by the Executive  immediately  preceding
the Change in Control; (vi) a change in the organizational position to which the
Executive directly reports; or (vii) relocation of the Executive's position to a
location  more  than 35 miles  from the  location  to which  the  Executive  was
assigned immediately preceding the Change in Control.

     4.  CERTAIN  SEVERANCE  BENEFITS ON  TERMINATION.  If,  after any Change in
Control (as defined  herein) shall have  occurred,  the  Executive's  employment
shall be terminated  during the  twenty-four  (24) months  following the date of
such Change in Control (i) by the Corporation  other than for death,  Disability
or Cause  or (ii) by the  Executive  for Good  Reason,  the  Executive  shall be
entitled to certain severance benefits (hereinafter "the Severance Benefits") as
provided below:

     4.1 The Corporation  shall pay the Executive's full base salary through the
date of termination at the rate which is the higher of the (then) current annual
rate or the annual rate in effect immediately prior to the date of any Change in
Control. The Corporation shall also pay the Executive the amount, if any, of any
unpaid earned annual bonus for the preceding  fiscal year, as well as a pro rata
portion of the higher of (i) the earned  annual bonus for the  preceding  fiscal
year or (ii) the target or  projected  annual bonus for the fiscal year in which
the  termination  of  employment  occurs.  In addition,  the  Corporation  shall
continue  in  full  force  and  effect  through  the  date  of  termination  the
Executive's participation in all stock ownership, stock purchase or stock option
plans,  all health and welfare  benefit plans,  and all insurance and disability
plans as may be in effect at the date of the Change in Control.

     4.2  Subject to Section 4.4 and 4.5 hereof,  the  Corporation  shall pay as
Severance  Benefits to the  Executive on or before the fifth (5th) day following
the date of  termination  of  employment,  a lump  sum  payment  ("the  lump sum
payment") equal to two and fifty one hundredths  (2.50) times the sum of (i) the
Executive's  base  salary at the rate which is


                                      -4-

<PAGE>


the  higher of the  (then)  current  annual  rate or the  annual  rate in effect
immediately  prior to the date of any Change in Control  and (ii) the average of
the annual  bonuses  received by the Executive for each of the last three fiscal
years  of the  Corporation.  Such  lump sum  payment  shall  be  subject  to all
applicable Federal, state and local income and FICA taxes including all required
withholding amounts.

        4.3  For  the  continued  benefit  of  the Executive and the Executive's
eligible  dependents,  the  Corporation  shall maintain in full force and effect
until the earlier of (i) December 31 of the second  calendar year  following the
calendar year of termination or (ii) the  Executive's  commencement of full-time
employment   with  a  new   employer,   at  the   same   cost   as  is  paid  by
similarly-situated  continuing  employees  all  medical  and  health  plans  and
programs for which the Executive was eligible  immediately  prior to the date of
termination,  provided that the Executive's continued  participation is possible
under the general terms and  provisions of such plans and programs,  and subject
further to such  periodic  changes in such plans and  programs as are  generally
applicable to all participants in such plans and programs. The Executive will be
responsible  for  any  income  tax  liability   arising  out  of  any  continued
participation in such health and medical plans and programs, and notwithstanding
the  provision of this Section 4.3, no  additional  employment  service  credits
shall be given for the period of such continued participation.

        4.4  The Severance  Benefits to be provided to the  Executive  hereunder
and all other payments or benefits which are "parachute payments" (as defined in
Section  280(G)(b)(2)(A)  of the Code)  payable  to the  Executive  under  other
arrangements or agreements (the "Total Payments") shall be adjusted as set forth
in this Section 4.4. If the Total  Payments as a result of any Change in Control
would (in the  aggregate)  result in an amount not being  deductible  under Code
Section 280G or an excise tax under Section 4999,  the Total  Payments  shall be
reduced to the extent necessary so that the  deductibility of the full amount of
such  reduced  Total  Payments is not limited by Code Section 280G or such Total
Payment is not subject to an excise tax under Section 4999.

        4.5  Notwithstanding  anything  herein  to the contrary, if any payments
due under this  Agreement  would  subject  Executive  to any tax  imposed  under
Section  409A of the  "Code" if such  payments  were made at the time  otherwise
provided herein,  then the payments that cause such taxation shall be payable in
a single  lump sum on the first day which is at least six months  after the date
of the Executive's "separation of service" as set forth in Code Section 409A and
the regulations issued thereunder.

        4.6 The Executive shall not be required to mitigate or offset the amount
of any Severance  Benefits or other  benefits  provided  under this Section 4 by
seeking  employment or otherwise,  nor shall the amount of any payment  provided
under this Section 4 be reduced by any  compensation  earned by the Executive as
the result of employment by another  employer after the date of termination from
the Corporation.


                                      -5-


<PAGE>


     5. RESTRICTIVE COVENANTS.

        5.1 Executive agrees at all times during Executive's employment with the
Corporation  and at all  times  thereafter  (except  as  otherwise  required  by
applicable  law,  regulation  or legal  process)  that  Executive  shall hold in
strictest  confidence  and not to use for his own  benefit or the benefit of any
other  person,  or to  disclose  to any person  without  authorization  from the
Corporation, any Confidential Information.  "Confidential Information" means any
and all confidential or proprietary  business  information of the Corporation or
its  affiliates,  including,  without  limitation,  information  relating to the
Corporation's  or  its  affiliates'  trade  secrets,   software  and  technology
architecture,  networks,  business  methodologies,   facilities,  financial  and
operational information,  contracts, customer lists, marketing or sales prospect
lists, "know how", and all copies, reproductions, notes, analyses, compilations,
studies,  interpretations,  summaries and other documents in connection with the
foregoing.  Confidential  Information does not include any information which (i)
is or becomes  publicly  known or  available  other than as a result of wrongful
disclosure   by   Executive,   (ii)   becomes   available   to  Executive  on  a
non-confidential  basis from a source which,  to Executive's  knowledge,  is not
prohibited from disclosing such Confidential  Information to Executive, or (iii)
is generally  known in the industry in which the  Corporation  or its affiliates
operate and pertains to activities  or business not specific to the  Corporation
or its affiliates.

        5.2  From  the Effective  Date through the date that is twenty-four (24)
months  following the Executive's  termination of employment  (the  "Restriction
Period"),  Executive will not,  without the prior written  consent of the Board,
engage in "Competition" (as defined below) with the Corporation. For purposes of
this Agreement,  if Executive takes any of the following  actions Executive will
be engaged in  "Competition":  if  Executive  is  engaging  in or  carrying  on,
directly or indirectly, any enterprise, whether as an advisor, principal, agent,
partner, officer, director,  employee,  stockholder,  associate or consultant to
any person,  partnership,  corporation  or any other  business  entity,  that is
engaged in a business that is a competitive with any material  business that the
Corporation  is  engaged  in at the  time  of  the  Executive's  termination  of
employment.  Notwithstanding anything herein to the contrary, "Competition" will
not  include  the  ownership  of less than a one  percent  equity  interest in a
publicly held company and exercise of rights appurtenant thereto.

        5.3  If  a  court  or arbitrator holds that the duration, scope, area or
other  restrictions  stated herein are  unreasonable  under  circumstances  then
existing, the Corporation, and Executive agree that the maximum duration, scope,
area  or  other  restrictions   reasonable  under  such  circumstances  will  be
substituted for the stated duration, scope, area or other restrictions.

        5.4  The  existence of any claim or cause of action of Executive against
the  Corporation,  whether or not predicated  upon the terms of this  Agreement,
will not  constitute  a defense to the  enforcement  of the  provisions  of this
Section 5.

        5.5  The  parties  acknowledge  that any violation of this Section 5 can
cause  substantial  and  irreparable  harm to the  Corporation.  Therefore,  the
Corporation will be entitled to pursue any and all legal and equitable remedies,
including but not limited to any injunctions.


                                      -6-


     6. PROPRIETARY INFORMATION. Upon termination, except to the extent required
to render services to or on behalf of the Corporation, Executive will deliver to
the  Corporation  any  documents,  files,  copies which  constitute  Proprietary
Information   (whether  in  written,   printed,   electronic   or  other  form).
"Proprietary  Information"  means all  information  or data with  respect to the
conduct or details of the  businesses  of the  Corporation,  and its  affiliates
(whether  constituting  a trade secret or not)  including,  without  limitation,
methods of operation,  customers and customer lists, supplier lists, sales data,
details of  contracts  with  customers,  consultants,  suppliers  or  employees,
products,  proposed products,  former products,  proposed,  pending or completed
acquisitions  of any company,  division,  product line or other  business  unit,
prices  and  pricing  policies,   fees,  costs,  plans,   designs,   technology,
inventions,  trade secrets,  know how, software,  marketing  methods,  policies,
plans,  personnel,   suppliers,   competitors,   markets  or  other  specialized
information or proprietary matters of the Corporation or any of its affiliates.

     7. TERM OF AGREEMENT.  This Agreement  shall have an original term expiring
on  the  second   anniversary  of  Effective  Date,  and  shall   thereafter  be
automatically  renewed for successive  one-year terms unless the Corporation has
notified the  Executive of its election not to renew the term of this  Agreement
not less  than 120 days  before  the  expiration  of the  (then)  current  term.
Notwithstanding anything in this Agreement to the contrary, this Agreement shall
not  terminate in the event that a Change in Control (as defined  herein)  shall
have occurred.

     8.  SUCCESSORS;  BINDING  AGREEMENT.  The  Corporation  shall  require  any
successor  (whether  direct or indirect by purchase,  merger,  consolidation  or
otherwise) to all or substantially all of the business,  equity and/or assets of
the  Corporation to expressly  assume and agree to perform this Agreement in the
same  manner and to the same extent  that the  Corporation  would be required to
perform if no such  succession  had taken place.  Failure of the  Corporation to
obtain such agreement prior to the effective date of any such  succession  shall
be a breach of this  Agreement and shall  entitle the Executive to  compensation
from the  Corporation in the same amount and on the same terms as that which the
Executive would be entitled to hereunder as if the Executive's employment by the
Corporation were  immediately  terminated  without Cause or for Good Reason.  As
referred  to in this  Agreement,  "Corporation"  shall mean the  Corporation  as
herein  defined and any  successor to its  business,  equity and/or assets which
becomes bound by the terms and conditions of this Agreement by operation of law.
This Agreement  shall inure to the benefit and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees,  devisees  and  legatees.  If the  Executive  should die while any
amount  would  still be payable  hereunder,  all such  amounts  shall be paid in
accordance with the terms of this Agreement to the Executive's estate.

     9.  NOTICES.  Any and all notices  which may be given  hereunder  by either
party to the other shall be sufficient if in writing and sent by registered mail
to the respective party at its or their last known address.


                                      -7-


<PAGE>


     10.  MODIFICATIONS  AND  WAIVERS;   ENTIRE  AGREEMENT.   No  agreements  or
representations,  express or implied,  with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement. No provisions of this Agreement may be modified, waived or discharged
unless such modification,  waiver or discharge is agreed to in writing signed by
the Executive and the Chief Executive  Officer of the Corporation.  No waiver by
either  party  hereto at any time of any breach by the other party hereto of any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or any prior or subsequent  time. This Agreement shall not supercede or
in any way limit the rights,  duties or obligations the Executive may have under
any other written agreement with the Corporation including,  without limitation,
any  employment  agreement  now in effect or  subsequently  entered  into by and
between the Executive and the Corporation.

     11.  GOVERNING LAW. This  Agreement  shall be governed by and construed and
interpreted  in  accordance  with  the laws of the  State  of New  York  without
reference to principles of conflict of laws thereof.

     12.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts  each of which shall be deemed to be an original,  but all of which
together shall constitute one and the same instrument.

     13.  DISPUTES.  Any  dispute or  controversy  arising  under,  our of or in
connection  with  this  Agreement  may be  resolved  in any  court of  competent
jurisdiction.


                                      -8-
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as the
day and year first written above.

                           GRIFFON CORPORATION:


                           By:   /s/Harvey R. Blau
                                 -----------------------------------------------
                                 Harvey R. Blau
                                 Chairman and Chief Executive Officer


                           EXECUTIVE:


                           Signature: /s/Patrick Alesia
                                      ------------------------------------------
                                      Name: Patrick Alesia

                           WITNESS:


                           Signature:/s/Evelyn Caruso
                                     -------------------------------------------
                                     Name: Evelyn Caruso




                                      -9-