Exhibit 4.12  AMENDMENT NO. 10 AND WAIVER TO CREDIT AGREEMENT  AMENDMENT NO. 10 AND WAIVER,dated as of March 25, 2008 (the Amendment
and Waiver) to the Credit Agreement, dated as of June 30, 2004, by and among
P&F INDUSTRIES, INC.,a
Delaware corporation(P&F), FLORIDA PNEUMATIC MANUFACTURING CORPORATION,
a Florida corporation (Florida Pneumatic), EMBASSY
INDUSTRIES, INC.,a New York corporation (Embassy), GREEN MANUFACTURING, INC.,a Delaware
corporation (Green), COUNTRYWIDE HARDWARE,
INC.,a Delaware corporation (Countrywide), NATIONWIDE INDUSTRIES, INC., a Florida
corporation (Nationwide), WOODMARK INTERNATIONAL,
L.P., a Delaware limited partnership (Woodmark), PACIFIC STAIR PRODUCTS, INC., a Delaware corporation (Pacific),
WILP HOLDINGS, INC., a Delaware
corporation (WILP),CONTINENTAL TOOL GROUP,
INC.,a Delaware corporation (Continental) and HY-TECH MACHINE, INC., a Delaware corporation (Hy-Tech;
and collectively with P&F, Florida Pneumatic, Embassy, Green, Countrywide,
Nationwide, Woodmark, Pacific, WILP and Continental,the
Co-Borrowers), CITIBANK, N.A.and HSBC BANK USA, NATIONAL ASSOCIATION (formerly known as HSBC
Bank USA) (collectively, the Lenders) and CITIBANK,
N.A., as Administrative Agent for the Lenders (as same has been and
may be further amended, restated, supplemented or otherwise modified, from time
to time, the Credit Agreement).  RECITALS  The Co-Borrowers, the
Lenders and the Administrative Agent have agreed, subject to the terms and
conditions of this Amendment and Waiver, to amend and waive certain provisions
of the Credit Agreement as herein set forth.  Accordingly, in
consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:  1.Amendment.   The definition of Consolidated Current
Maturities on Long Term Debt in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to provide as follows:  Consolidated Current
Maturities on Long Term Debt shall mean, on any date of determination, the
aggregate principal payments made during the prior twelve (12) month period
with respect to all Indebtedness which is classified as long term debt on the
Consolidated financial statements of P&F and its Subsidiaries, as calculated
in accordance with GAAP.  2.Waiver.  Compliance with Section 7.13(e) of the Agreement, No Consolidated
Net Loss, is hereby waived for the fiscal year ended December 31, 2007,
provided that Consolidated Net Loss was not greater than $14,500,000 at the end
of such fiscal year.  3.Conditions of Effectiveness  This Amendment and Waiver shall
become effective as of the date hereof, upon receipt by the Bank of this Amendment
and Waiver, duly executed by the Co-Borrowers.


3.Miscellaneous.  (a)Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Credit Agreement.  (b)Except as expressly amended and waived hereby, the Credit Agreement
shall remain in full force and effect in accordance with the terms
thereof.  The Credit Agreement is
ratified and confirmed in all respects by the Co-Borrowers.  The amendment and waiver herein contained are
limited specifically to the matters set forth above and do not constitute
directly or by implication an amendment or waiver of any other provision of the
Credit Agreement or any Default or Event of Default which may occur or may have
occurred under the Credit Agreement.  (c)Each Co-Borrower hereby represents and warrants that (i) the
representations and warranties by the Co-Borrowers pursuant to the Credit
Agreement and each other Loan Document are true and correct on the date hereof,
and (ii) no Default or Event of Default exists.  (d)This Amendment and Waiver may be executed in one or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute but one agreement.  (e)This Amendment and Waiver shall constitute a Loan Document.  [next page is signature page]  2


IN WITNESS WHEREOF, the Co-Borrowers, the Lenders and the Administrative Agent have
caused this Amendment and Waiver to be duly executed by their duly authorized
officers as of the day and year first above written.  P&F
  INDUSTRIES, INC.FLORIDA
  PNEUMATIC MANUFACTURINGCORPORATIONEMBASSY
  INDUSTRIES, INC.GREEN
  MANUFACTURING, INC.COUNTRYWIDE HARDWARE, INC.NATIONWIDE INDUSTRIES, INC.WOODMARK INTERNATIONAL, L.P.By:
  Countrywide
  Hardware, Inc., its General
  PartnerPACIFIC STAIR PRODUCTS, INC.WILP HOLDINGS, INC.CONTINENTAL TOOL GROUP, INC.HY-TECH MACHINE, INC.By:
  /s/ Joseph A.
  Molino, Jr.Joseph A.
  Molino, Jr., the Vice President of each 
  of the corporations named aboveCITIBANK,
  N.A.,as a Lender
  and asAdministrative AgentBy:
  /s/
  Stephen KellyStephen
  Kelly, Vice PresidentHSBC BANK USA, NATIONALASSOCIATION,as a LenderBy:
  /s/
  Raymond FinckenRaymond Fincken, Vice President  3