**EXHIBIT 10.7**

**P&FINDUSTRIES, INC.**

**FIRST AMENDMENT TOCONTRACT OF SALE**

**AGREEMENT**madethis 8th day of March, 2006 by and between **EMBASSY INDUSTRIES, INC.**,a New York corporation, having its principal office at 445 Broadhollow Road, Suite 100,Melville, New York, 11747 (the “Seller”) and **J. D’ADDARIO &COMPANY, INC.,**a New York Corporation, having its principal officeat 595 Smith Street, Farmingdale, New York 11735 (the “Purchaser”).

**W I TN E S S E T H:**

**WHEREAS,**Seller and Purchaser entered into a Contract of Sale dated as of January 13,2006 (the “Contract”) wherein and whereby Seller has agreed to sell andPurchaser has agreed to purchase the premises located at 300 Smith Street,Farmingdale, New York (the “Premises”); and

**WHEREAS,**thedefined terms set forth herein shall have the same meaning as those ascribed inthe Contract; and

**WHEREAS,**duringthe course of Purchaser’s Investigation Period Permitted Activities, Purchaserhad a Phase II environmental inspection of the Premises performed whichrevealed certain environmental problems; and

**WHEREAS,**Sellerhas agreed to remediate the environmental problems subject to the termscontained herein; and

**WHEREAS,**inaddition to the environmental inspections, Purchaser arranged for a propertyinspection of the Premises to be performed; and

**WHEREAS,**theproperty inspection report revealed certain purported problems pertaining to, *inter* *alia*, the roofand flooring in the addition to the warehouse; and

**WHEREAS,**althoughthe Contract states that the Premises is to be delivered in its “as is”condition, Seller has agreed to reduce the purchase price to compensatePurchaser for the alleged problems with the building; and

**WHEREAS,**asa result of the foregoing, the parties desire to amend the Contract to setforth their understanding and obligations with respect to the foregoing.

**NOW, THEREFORE,**in consideration of, these premises and the mutual covenants contained herein,the parties hereto covenant and agree as follows:

1.                Section 2of the Contract is amended as follows:

(a) Section 2.1 of the Contract is herebyamended by deleting “Six Million Five Hundred Thousand and 00/100($6,500,000.00)” and replacing same with “Six Million Four Hundred ThreeThousand and 00/100 ($6,403,000.00)”.

(b) Section 2.3 of the Contract is herebyamended by deleting Five Million Eight Hundred Fifty and 00/100 ($5,850,000.00)”and replacing same with “Five Million Seven Hundred Fifty-Three and 00/100($5,753,000.00)”.

2.                TheInvestigation Period is hereby extended, for the sole purpose of Seller performingfurther investigations (the “Further Investigations”) with regard to thematters raised in the Phase II, report through and including 5:00 p.m. onthe second business day following Purchaser and Seller’s receipt of the FurtherInvestigations written report, but in no event later than Monday, April 3,2006 (the “Investigation Extension Period Notice Date”.) The partiesacknowledge that the Investigation Period expired as of 5:00 p.m. on March 7,2006 with respect to all other 

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InvestigationPeriod matters, as well as the contingency contained in Section 20.19 ofthe Contract.

3.                Inthe event the Further Investigations disclose conditions which areunsatisfactory to Purchaser or Seller or Purchaser has not received the FurtherInvestigation written report by the Investigation Extension Period  Notice Date, either party hereto mayterminate the Contract by written notice to the other party, to be given by theInvestigation Extension Period Notice Date. The parties hereto acknowledge,warrant and covenant to each other that either party’s right to terminate theContract pursuant to the terms hereof shall be strictly limited tounsatisfactory findings in the Further Investigations reports.

4.                Inthe event the Contract is terminated pursuant to paragraph 3 above, theprovisions of Section 3.1C of the Contract shall control.  If Seller elects to terminate the Contract,Seller agrees to reimburse Purchaser 50% of Purchaser’s actual costs incurredfor environmental inspections, up to and including the sum of $25,000.00. Theamount to be reimbursed shall be documented by written invoices delivered toSeller.

5.                Ifthis Contract is not terminated or if the Investigation Period shall expire orbe waived, the parties hereto shall proceed with the transaction contemplatedin the Contract.

6.                Uponthe expiration of the Investigation Period or a waiver thereof by Purchaser,Seller shall proceed with the Environmental Remediation (as defined below) ofthe Premises to the satisfaction of the Suffolk County Department of HealthServices (“SCDHS”) and obtain a “No Further Action” letter from SCDHS. Sellershall provide a copy of said letter to Purchaser upon receipt.

7.                Theterm “Environmental Remediation” shall include:

a.                  Removalof asbestos pipe wrap from four pipe joints;

b.                 Remediationof 13 storm drains which contain elevated levels of oils and greases to bringelevated levels of contamination within SCDHS guidelines;

c.                  Remediationof sanitary systems to bring elevated levels of contamination within SCDHSguidelines.

d.                 Theterm “Remediation” shall include, but not be limited to, ground watermonitoring, only if required by SCDHS.

8.                Section 3.3of the Contract is hereby amended by deleting “on or about June 1, 2006”and replacing with “the later of (a) thirty days after Seller is issued a “NoFurther Action” letter from SCDHS or (b) on or about June 1, 2006. Notwithstandingthe foregoing, in the event Seller has not obtained the “No Further Action”letter by July 15, 2006 (the “Outside Closing Date”), either party may terminatethe Contract upon ten (10) day written notice to the other party; *provided*, however, that if Purchaser serves its ten (10) daynotice to terminate the Contract, Seller may nullify Purchaser’s termination ifSeller receives the “No Further Action” letter within said ten (10) dayperiod. In such event, Purchaser shall be obligated to proceed with thistransaction in accordance with the terms of the Contract. Moreover, eitherparty, at their option, may extend the Outside Closing Date to and including August 15,2006.

9.                Section 8.16of the Contract is hereby amended by deleting “and roof free of leaks.”

10.         Section 13.1of the Contract is hereby amended by replacing the address for Seller with thefollowing:  445 Broadhollow Road, Suite 100,Melville, New York 11747.”

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11.         Allother terms and conditions set forth in the Contract shall remain in full forceand effect.

**IN WITNESS WHEREOF,******the parties have executed this Amendment on the date setforth above.

| ** ** | **SELLER:**    | ** ** | **EMBASSY INDUSTRIES, INC.**                   |
|------------|----------------|------------|------------------------------------------------|
| ** ** | ** **     |       | By: /s/ JOSEPH A. MOLINO, JR.             |
| ** ** | **PURCHASER:** | ** ** | **J. D’ADARIO & COMPANY,  INC.** |
| ** ** |           |       | By: /s/ ROBERT DODARO                          |

 

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