EXHIBIT 4.4

P & F INDUSTRIES, INC.        AMENDMENT NO. 1  TO  CREDIT AGREEMENT

THIS AMENDMENT NO. 1 is entered into as of September 16, 1998 (the "Amendment"), 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") and GREEN MANUFACTURING, INC., a
Delaware corporation ("Green") (P&F, Florida Pneumatic, Embassy and Green, the "Co-Borrowers"), and EUROPEAN AMERICAN BANK, a New York banking corporation (the "Bank").

BACKGROUND

P&F, Florida Pneumatic and Embassy (the "Original Co-Borrowers") and the Bank are parties to a Credit Agreement, dated as of July 23, 1998 (as
amended, restated, supplemented or modified, from time to time, the "Credit Agreement"), pursuant to which the Bank provides the Original Co-Borrowers with certain financial
accommodations.

The
Original Co-Borrowers have informed the Bank that (i) Green has entered into an Asset Purchase Agreement, dated as of the date hereof, pursuant to which Green will
acquire certain assets of Green Manufacturing, Inc., an Ohio corporation ("Old Green").

The
Co-Borrowers have requested that the Bank (i) include Green as a Co-Borrower under the existing credit facility and (ii) amend certain
provisions of the Credit Agreement and the Bank is willing to do so on the terms and conditions hereinafter set forth. Capitalized terms used herein and not defined herein shall have the meanings
given to them in the Credit Agreement.

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

ARTICLE I.
Amendments to Credit Agreement.

Section 1.1.    The first paragraph of the Credit Agreement is hereby amended in its entirety to provide as follows:



Section 1.2.    Section 1.1
of the Credit Agreement is hereby amended as follows:



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Section 1.3.    Section 2.06(a)
of the Credit Agreement is hereby amended by deleting the third sentence thereof in its entirety and replacing it with the
following sentence in its place and stead:



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Section 1.4.    Subsections
(i) and (j) of Section 7.01 of the Credit Agreement are hereby amended in their entirety to read as follows:



Section 1.5.    Section 8.01
of the Credit Agreement is hereby amended by (a) deleting the "or" at the end of subsection "(i)" thereof, (b) by
deleting the comma at the end of subsection "(j)" thereof and
replacing it with "; or" in its place and stead and (c) adding the following new subsection "(k)" immediately thereafter:



Section 1.6.    Schedules
I, III, IV and VIII to the Credit Agreement are hereby amended in their entirety and are replaced with Schedules I, III, IV and VIII,
respectively, attached to Amendment No. 1.

Section 1.7.    Exhibits
A, B, C, D, E-1 and E-2 to the Credit Agreement are hereby amended in their entirety and are replaced with Exhibits A,
B, C, D, E-1 and E-2, respectively, attached to Amendment No. 1.

ARTICLE II.
Conditions of Effectiveness

Section 2.1.    This Amendment shall become effective as of the Amendment No. 1 Effective Date, upon satisfaction of the following
conditions precedent:



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ARTICLE III.
Representations and Warranties; Effect on Credit Agreement.

Section 3.1.    Each Co-Borrower hereby represents and warrants as follows:



Section 3.2.
Effect on Credit Agreement.



ARTICLE IV.
Miscellaneous.

Section 4.1.    This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.2.    Section
headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.

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Section 4.3.    This
Amendment may be executed in one or more counterparts, each of which shall constitute an original, and all of which, taken together, shall be deemed
to constitute one and the same agreement.

IN
WITNESS WHEREOF, the Co-Borrowers and the Bank have caused this Amendment to be duly executed by their duly authorized officers as of the day and year first above written.

| |  | P&F INDUSTRIES, INC.                       
| |  | -------------------------------------------
| |  | By:                                        
| |  | Title:                                     
| |  | FLORIDA PNEUMATIC MANUFACTURING CORPORATION
| |  | By:                                        
| |  | Title:                                     
| |  | EMBASSY INDUSTRIES, INC.                   
| |  | By:                                        
| |  | Title:                                     
| |  | GREEN MANUFACTURING, INC.                  
| |  | By:                                        
| |  | Title:                                     
| |  | EUROPEAN AMERICAN BANK                     
| |  | By:                                        
| |  | Title:                                     

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