Agreement, dated October 24, 2005 between P&F Industries, Inc. and Richard Horowitz



    
      

    

    300
      Smith
      Street  Farmingdale, New York 11735  Tel: (631) 694-1800  Fax:
      (631) 694-1836

    


                                                                                                                        October
      24, 2005


    Mr.
      Richard A. Horowitz

    5
      Fir
      Drive

    Kings
      Point, New York 11024

    


    Re: P&F
      Industries, Inc.

     

    Dear
      Mr.
      Horowitz:

    


    Reference
      is made to that certain Second Amended and Restated Employment Agreement, dated
      as of May 30, 2001 (the “Agreement”), between P&F Industries, Inc. (the
      "Company") and Richard A. Horowitz (the "Executive"). Capitalized terms used
      and
      not otherwise defined herein shall have the meaning ascribed to such terms
      in
      the Agreement. This letter constitutes an amendment to the Agreement. Except
      as
      amended hereby, the Agreement shall remain in full force and
      effect.

    


    Effective
      immediately upon the Company’s receipt of the Company Payment, as such term is
      defined in that certain letter of even date from the Company to the 1994 Richard
      A. Horowitz Family Trust:

    


    (i)
      Section 3.4 of the Agreement ("Prior Section 3.4") is hereby repealed and
      deleted in its entirety and replaced with the following:

    


    "3.4.
      (a)
      With respect to the period commencing January 1, 2006 and terminating December
      31, 2016, the Company shall pay to the Executive, on or before March 15 of
      each
      year during such period, forty-five thousand, sixty-four and thirty-seven one
      hundredths ($45,064.37) Dollars; and (b) throughout the Term, the
      Company shall continue to pay premiums on the supplemental disability insurance
      policies currently maintained by the Executive (or reimburse the Executive
      for
      any such premiums paid by him)."

    


    (ii)
      The
      parties hereby acknowledge and agree that, except as set forth herein, neither
      party has any claims against, and/or liability or obligation to, the other
      with
      respect to, and/or arising under, Prior Section 3.4.

    


    Simultaneously
      with the execution and delivery of this letter, the Executive is paying or
      causing to be paid to the Company the amount of one hundred seventy-eight
      thousand, eight hundred thirty-nine ($178,839) Dollars, such amount being equal
      to the Company's net equity in the life insurance policy contemplated by Prior
      Section 3.4 and referred to in that certain Collateral Assignment (Split
      Dollar), dated September 29, 1994, from Linda Horowitz and Dennis Kalick, as
      trustees, to the Company.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    Please
      acknowledge your agreement to the foregoing by signing a copy of this letter
      in
      the space provided below.

     

    
                  Yours
        truly,

    

    
      	 	 	 
	 	P&F
              INDUSTRIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Joseph
              A.
              Molino, Jr.
	 	
              

            
	 	
              Vice
                President, Chief Operating Offer and

              Chief Financial
                Officer

            


    

    
READ
      AND AGREED:

    


    


    /s/
      Richard A. Horowitz

    Richard
      A. Horowitz