EMPLOYMENT AGREEMENT
                              --------------------

     This  Employment  Agreement  (the  "Agreement")  dated as of March 1, 2005,
between Griffon  Corporation,  a Delaware  corporation  having an address at 100
Jericho Quadrangle, Jericho, New York 11753 (the "Company"), and Eric Edelstein,
residing at 17 Brentwood Drive, North Caldwell, NJ 07006 (the "Executive").


                              W I T N E S S E T H :
                              -------------------


     WHEREAS,  the Company wishes to employ the Executive,  and the Executive is
willing to be so employed and to render  services to the  Company,  all upon the
terms and subject to the conditions contained herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.  EMPLOYMENT.  Subject to and upon the terms and conditions  contained in
         ----------
this  Agreement,  the Company  hereby  agrees to employ  Executive and Executive
agrees to enter the employ of the Company, for the period set forth in Paragraph
2  hereof,  to  render  the  services  to the  Company,  its  affiliates  and/or
subsidiaries described in Paragraph 3 hereof.

     2. TERM. Executive's term of employment under this Agreement shall commence
        ----
on the date  hereof  (the  "Agreement  Date")  and shall  continue  for a period
through  and  including  the  third  anniversary  of  the  Agreement  Date  (the
"Agreement  Term")  unless  extended  in  writing  by both  parties  or  earlier
terminated pursuant to the terms and conditions set forth herein.

     3. DUTIES.
        ------

               (a) Executive  shall be employed as the Company's  Executive Vice
President and Chief Financial Officer. It is agreed that Executive shall perform
his  services in the  Company's  Jericho,  New York  offices,  as well as in the
offices of the  Company's  affiliates  and/or  subsidiaries  as  required by his
duties and responsibilities,  or in any other location mutually agreeable to the
parties.

               (b) The Executive shall report to the Chief Executive  Officer of
the Company or any other more senior executive officer appointed by the Board of
Directors  and agrees to abide by all  by-laws  and  applicable  policies of the
Company promulgated from time to time by the Board of Directors of the Company.


<PAGE>


     4. EXCLUSIVE  SERVICES AND BEST EFFORTS.  Executive shall devote all of his
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working time, attention,  best efforts and ability during regular business hours
exclusively  to the service of the  Company,  its  affiliates  and  subsidiaries
during the term of this  Agreement.  Nothing shall  preclude  Executive from (i)
serving on the board of directors of the companies for which he is a director on
the date hereof or such other boards as to which the Chairman of the Board gives
consent,  (ii) engaging in charitable  activities and community affairs or (iii)
managing his personal  investments  and affairs;  provided,  however,  that such
activities do not materially interfere with the proper performance of his duties
and responsibilities as an executive officer of the Company.

     5. COMPENSATION.  As compensation for his services and covenants hereunder,
        ------------
the Company shall pay Executive the following:

        (a)    Base Salary.  The Company  shall pay  Executive a base salary the
               -----------
"Base  Salary")  at the rate of  $500,000  per year.  The Base  Salary  shall be
payable in accordance with the regular payroll practices of the Company.

        (b)    Bonus Compensation.  The Company shall pay Executive annual bonus
               ------------------
compensation  (the "Bonus  Compensation")  in an amount equal to the  difference
between (i) one percent of the Company's consolidated pretax earnings, excluding
the amount of Bonus Compensation  payable under this Section 5(b) (as determined
in accordance with general  accepted  accounting  principles and reported in the
Company's  Form 10-K) for each  completed  fiscal  year  during the term of this
Agreement,  and (ii) the Base  Salary  received  by the  Executive  pursuant  to
Section 5(a), above. For the fiscal year 2005, such Bonus  Compensation shall be
prorated to reflect the actual number of months  worked by the Executive  during
the fiscal  year 2005 and the amount of Base Salary  received  by the  Executive
therein.  Any Bonus Compensation  determined hereunder for the fiscal years 2005
and 2006 (including any Bonus Compensation subject to proration hereunder) shall
be no less than $350,000, which Bonus Compensation shall be pro rated for fiscal
2005.

        (c)    Options and Equity Awards. Upon his entering into this Agreement,
               -------------------------
the Company shall grant to the Executive 250,000  non-qualified stock options on
the terms set forth in a separate  option  agreement of even date.  In addition,
the Company may grant to the  Executive  (from time to time) options to purchase
shares of the  Company's  common  stock or other equity  awards  pursuant to the
terms of any  Company  stock  incentive  plan(s)  then in effect and any related
stock agreement required to be executed in connection therewith. Such options or
other equity awards shall have such terms and  conditions as shall be determined
by the Board of Directors.

     6. BUSINESS EXPENSES.  The Executive shall be reimbursed by the Company for
        -----------------
those business  expenses  incurred by him which are reasonable and necessary for
the Executive to perform his duties under this Agreement upon submission of such
accounts and records as may  reasonably be required by the policies  established
from time to time by the Company.


<PAGE>


     7. EXECUTIVE BENEFITS.
        ------------------

       (a) During the Agreement  Term, the Executive shall be  entitled  to such
insurance,  disability  and health  and  medical  benefits  and be  entitled  to
participate in such retirement  plans or programs as generally made available to
executive  officers and employees of the Company pursuant to the policies of the
Company;  provided  that the  Executive  shall be  required  to comply  with the
conditions  attendant  to  coverage  by such plans and shall  comply with and be
entitled to benefits  only in accordance  with the terms and  conditions of such
plans. The Executive shall also be entitled to four (4) weeks paid vacation each
year at such times as does not interfere with the Executive's performance of his
duties  hereunder.  The Company may withhold  from any  benefits  payable to the
Executive  all  federal,  state,  local and other  taxes and amounts as shall be
permitted or required pursuant to law, rule or regulation.

       (b) During the Agreement Term, the Executive shall be entitled to receive
from the  Company a  Company-leased  automobile  and the  Company  shall pay the
maintenance,  fuel and  tolls  for such  automobile.  In  addition,  during  the
Agreement  Term,  the Company shall  reimburse the Executive for the  reasonable
annual  dues  associated  with  the  Executive's  membership  in a  club  of the
Executive's choosing.  Executive  acknowledges that some or all of the foregoing
may be deemed compensation to him.

     8. DEATH AND DISABILITY.
        --------------------

       (a)  The Agreement Term shall terminate  on the  date  of the Executive's
death,  in which event the  Executive's  Base Salary,  a pro rata portion of his
Bonus  Compensation  in respect of the  actual  number of months  worked in such
fiscal year and  reimbursable  expenses and benefits owing to Executive  through
the  date of the  Executive's  death  shall be paid to his  estate.  Executive's
estate will not be entitled to any other  compensation  upon termination of this
Agreement pursuant to this Paragraph 8(a).

       (b)  If,  during  the  Agreement  Term, in the opinion of a duly licensed
physician  acceptable to the Executive and the Company, the Executive because of
physical or mental illness or incapacity,  shall become  substantially unable to
perform  the duties and  services  required  of him under this  Agreement  for a
period of one  hundred-twenty  or more  consecutive  days or an aggregate of six
months in any  twelve-month  period,  the Company may, upon at least thirty (30)
days'  prior  written  notice  (given at any time after the  expiration  of such
period) to the Executive of its intention to do so,  terminate this Agreement as
of such date as may be set forth in the notice. In case of such termination, the
Executive  shall be entitled to receive his Base  Salary,  a pro rata portion of
his Bonus  Compensation in respect of the actual number of months worked in such
fiscal  year and  reimbursable  expenses  and  benefits  owing to the  Executive
through  the date of  termination.  Executive  will not be entitled to any other
compensation upon termination of this Agreement pursuant to this Paragraph 8(b).

     9. TERMINATION FOR CAUSE.
        ---------------------

       (a)  The Company may terminate the employment of the Executive under this
Agreement for Cause (as hereinafter defined). Upon such termination, the Company
shall be released  from any and all further  obligations  under this  Agreement,
except that the Company shall be obligated to pay the Executive his Base Salary,
reimbursable  expenses and


<PAGE>


benefits owing to the Executive through the date of termination.  Executive will
not be entitled to any other  compensation  upon  termination  of this Agreement
pursuant to this Paragraph 9(a).

       (b)  As used herein, the  term  "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) after a demand for substantial performance has been delivered to
the Executive by the Company,  which demand identifies the manner in which it is
believed  that the  Executive has not  substantially  performed the  Executive's
duties;  (ii)  conviction  of a  felony  involving  moral  turpitude  or acts of
dishonesty  against the Company;  (iii) the Executive's breach of the provisions
of  Paragraph  12  hereof;  or  (iv)  the  Executive's   willful  misconduct  or
insubordination  which is materially  injurious to the Company.  For purposes 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 the action or omission  was in the
best interests of the Company.

     10.  TERMINATION  WITHOUT CAUSE.  Notwithstanding  anything to the contrary
          --------------------------
herein,  including  without  limitation  Paragraph  2 hereof,  the  Company  may
terminate  the  employment  of  the  Executive  without  Cause.  Upon  any  such
termination,  the Company shall be released from any and all further obligations
under this  Agreement,  except that the Company shall be obligated to pay to the
Executive severance compensation at the rate of $850,000 per annum, reimbursable
expenses and benefits  owing to the  Executive  for the balance of the Agreement
Term prorated (as required) to reflect the actual number of months  remaining in
such Agreement Term. Such severance  compensation shall be paid in equal monthly
installments,  with the first such installment commencing on the last day of the
month in which the  Executive's  employment so  terminates.  In the event of any
breach by the Executive of the covenants  contained in Paragraph 12 hereof,  the
Company  shall be released  from any  further  obligation  to pay the  severance
compensation  specified herein.  The Executive will not be entitled to any other
compensation upon termination of this Agreement under this Paragraph 10.

     11. TERMINATION FOLLOWING A CHANGE IN CONTROL.
         -----------------------------------------

       (a)  For purposes of this Agreement, a "Change in Control" shall mean (i)
any "Person" (as such term is used in Section 13(d) and 14(d) of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")) is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of securities of Griffon Corporation representing twenty percent
(20%) or more of the  combined  voting  power of  Griffon  Corporation's  (then)
outstanding  securities;  or (ii)  during any period of two  consecutive  years,
individuals  who at the  beginning  of  such  period  constitute  the  Board  of
Directors of Griffon  Corporation  cease for any reason to constitute at least a
majority thereof;  provided,  however,  that any individual  becoming a director
subsequent  to the date hereof whose  election,  or  nomination  for election by
Griffon's  stockholders,  was  approved  by a vote of at least a majority of the
directors then comprising the incumbent Board shall be considered as though such
individual were a member of the incumbent Board; or (iii) the Company is a party
to any  consolidation  or merger of Griffon  Corporation  in which it is not the
continuing  or surviving  corporation  or pursuant to which its shares of common
stock would be converted into cash,  securities,  or other property or any sale,
lease,  exchange,  or other transfer (in one  transaction or a series of related
transactions) of all or substantially all of the assets of the Company;  or (iv)
approval by the


<PAGE>


stockholders of Griffon  Corporation of any plan or proposal for the liquidation
or dissolution of the Company.

         (b) For  purposes  of this  Agreement,  "Good  Reason"  shall  mean (i)
reduction in the Executive's (then) current Base Salary as in effect immediately
preceding  the Change in Control;  (ii)  diminution,  reduction or other adverse
change  in Bonus  Compensation  or other  incentive  compensation  opportunities
available to the Executive  immediately  preceding the Change in Control;  (iii)
the Company's failure to pay the Executive any amounts otherwise earned,  vested
or due under any  compensation  plan or human resources policy of the Company as
in effect  immediately  preceding the Change in Control;  (iv) diminution of the
Executive's title, position,  authority or responsibility  immediately preceding
the Change in Control;  (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  immediately   preceding  the  Change  in  Control;  or  (vii)
relocation of the Company's  principal  offices to a location more than 35 miles
from the location of such offices immediately preceding the Change in Control.

         (c) If,  after any Change in Control  (as  defined  herein)  shall have
occurred,  the Executive's  employment shall be terminated  within eighteen (18)
months of the date of such Change in Control  (i) by the Company  other than for
death,  disability  or  Cause or (ii) by the  Executive  for  Good  Reason,  the
Executive shall be entitled to certain severance  benefits as provided herein in
accordance   with   Paragraphs   11(d)  through  11(h)  hereof  (the  "Severance
Benefits").

         (d) The Company shall pay the Executive's  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 Company 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 projected  annual bonus for the current  fiscal year,  based on
the number of month worked by the Executive in the year in which the termination
of employment occurs. In addition,  the Company shall continue in full force and
effect  through the date of termination  the  Executive's  participation  in all
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.

         (e)  Subject  to  Paragraph  11(f)  hereof,  the  Company  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  ninety-nine  one hundredths  (2.99) times the sum of
(i) the  Executive's  Base  Salary 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 and (ii) the average of the annual  Bonus  Compensation
received by the Executive for each of the last three fiscal years. Such lump sum
payment shall be subject to all applicable  Federal,  state and local income and
FICA taxes including all required withholding amounts.

         (f) The Severance  Benefits  payable to the Executive shall be adjusted
as set forth in this Paragraph  11(f).  If the lump sum payment under  Paragraph
10(e) hereof and


<PAGE>

all other  payments or benefits  (as defined in Section  280(G)(b)(A)(i)  of the
Internal  Revenue Code of 1986,  as amended (the "Code") which the Executive has
received or has the right to receive  from the Company as a result of any Change
in Control would (in the aggregate) constitute an "excess parachute payment" (as
defined in the Code), the lump sum payment under Paragraph 11(e) hereof shall be
decreased by the smallest  amount that will eliminate any such excess  parachute
payment.  In no event shall the  Severance  Benefits  exceed the amount which is
deductible by the Company in accordance with Section 280(G) of the Code.

         (g) For the continued benefit of the Executive and his dependents,  the
Company  shall  maintain in full force and effect until the earlier of (i) three
(3) years after the date of termination or (ii) the Executive's  commencement of
full-time  employment  with a new  employer,  all  employee  health and  welfare
benefit plans and programs  (including,  but not limited to, medical  insurance,
health and accident  insurance,  life insurance and disability  income 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.

         (h) The  Executive  shall not be  required  to  mitigate  or offset the
amount of any Severance Benefits or other benefits provided under this Paragraph
11 by seeking  employment  or  otherwise,  nor,  except as provided in Paragraph
11(g) hereof,  shall the amount of any payment  provided under this Paragraph 11
be  reduced  by any  compensation  earned  by the  Executive  as the  result  of
employment by another employer after the date of termination from the Company.

       12. DISCLOSURE OF INFORMATION AND RESTRICTIVE COVENANTS.
           ---------------------------------------------------

         (a) The Executive acknowledges that, as a result of his employment,  he
will be in a confidential  relationship with the Company and will have access to
confidential  information and trade secrets of the Company, its subsidiaries and
affiliates. For the purposes of this Agreement, "Confidential Information" shall
mean:

    (i) All information relating to proprietary products or services, whether
    existing or in various stages of research and development, which are not
    generally known to the public or within the industry or trade in which the
    Company or its subsidiaries or affiliates competes (such as know-how,
    specifications, technical data, engineering data, processes, techniques,
    methodologies, and strategies) and the physical embodiments of such
    information (such as drawings, schematics, specification sheets, instructor
    manuals, course materials, training aids, video cassettes, transparencies,
    slides, taped recordings of presentations, proposals, printouts, studies,
    contracts, maintenance manuals, documentation, and any other written or
    machine-readable expressions of such information as are fixed in any
    tangible media).

    (ii) All information concerning or relating to the way Company or its
    subsidiaries or affiliates conducts its respective business which is not
    generally known to the public (such as internal business procedures,
    controls, plans, licensing techniques and practices, supplier, subcontractor
    and prime contractor names and contracts



<PAGE>


    and other vendor information, computer system passwords and other computer
    security controls, financial information, distributor information,
    information supplied by clients and customers of the Company or its
    subsidiaries or affiliates and employee data) and the physical embodiments
    of such information (such as check lists, samples, services and operational
    manuals, contracts, proposals, print-outs, correspondence, forms, listings,
    ledgers, financial statements, financial reports, financial and operational
    analyses, financial and operational studies, management reports of every
    kind, databases, employment records pertaining to employees and consultants
    other than Employee, and any other written or machine-readable expressions
    of such information as are fixed in any tangible media).

    (iii) All information pertaining to the marketing plans and strategies of
    the Company, its subsidiaries or affiliates; forecasts and projections;
    marketing practices, procedures and policies; financial data; discounts;
    margins; costs; credit terms; pricing practices, procedures and policies;
    goals and objectives; quoting practices, procedures and policies; and
    customer data including customer lists, contracts, representatives,
    requirements and needs, specifications, data provided by or about
    prospective existing or past customers and contract terms applicable to such
    customers, and the physical embodiments of such information (such as license
    agreements, customer lists, print-outs, databases, marketing plans,
    marketing reports, strategic business plans, marketing analyses and
    management reports, seminar and class attendee rosters, trade show or
    exhibit attendee listings, listings of potential customers and leads, and
    any other written or machine-readable expressions of such information as are
    fixed in any tangible media).

    (iv) Any information in addition to the foregoing which is not generally
    known to the public or within the industry or trade in which the Company or
    its subsidiaries or affiliates competes which gives it any advantage over
    its competitors, and the physical embodiments of such information in any
    tangible form, whether written or machine-readable in nature.

    (v) Employee acknowledges and agrees that the Confidential Information
    identified in subparagraphs (i) through (iv), above, constitutes trade
    secrets of the Company.

    (vi) The general skills, knowledge and experience gained during the
    Agreement Term, and information publicly available or generally known within
    the industry or trade in which Company or its subsidiaries or affiliates
    competes, is not considered Confidential Information.

         (b)  Executive  will not,  during the term of this  Agreement or at any
time  thereafter,   use,  or  disclose  to  any  third  party  any  Confidential
Information or use any Confidential Information except as required in the course
of providing services to the Company hereunder.

         (c)  Executive  will not,  during the term of this  Agreement and for a
period  of  one  (1)  year  thereafter,   directly  or  indirectly,   under  any
circumstance  other than at the


<PAGE>


direction and for the benefit of the Company,  engage in or  participate  in any
business activity, including, but not limited to, acting as a director, officer,
employee,  agent,  independent  contractor,  partner,  consultant,  licensor  or
licensee, franchisor or franchisee, proprietor, syndicate member, shareholder or
creditor or with a person having any other relationship with any other business,
company,  firm occupation or business activity,  in any geographic area in which
the Company does business that is, directly or indirectly,  competitive with any
business  conducted  by the  Company or any of its  subsidiaries  or  affiliates
during the term of this Agreement or thereafter. Should Executive own 5% or less
of the issued and  outstanding  shares of a class of securities of a corporation
the securities of which are traded on a national  securities  exchange or in the
over-the-counter market, such ownership shall not cause Executive to be deemed a
shareholder under this Paragraph 12(c).

         (d)  Executive  will not,  during the term of this  Agreement and for a
period  of one (1) year  thereafter,  on his  behalf  or on  behalf of any other
business enterprise,  directly or indirectly,  under any circumstance other than
at the  direction  and for the  benefit  of the  Company,  solicit or induce any
creditor,  customer,  supplier, officer, employee or agent of the Company or any
of its  subsidiaries or affiliates to sever its  relationship  with or leave the
employ of any of such entities.

         (e) This Paragraph 12 and Paragraphs 13, 14 and 15 hereof shall survive
the expiration or termination of this Agreement for any reason.

         (f) It is expressly  agreed by  Executive  that the nature and scope of
each of the  provisions  set forth above in this Paragraph 12 are reasonable and
necessary.  If, for any reason, any aspect of the above provisions as it applies
to  Executive  is  determined  by  a  court  of  competent  jurisdiction  to  be
unreasonable  or  unenforceable,  the  provisions  shall only be modified to the
minimum extent required to make the provisions reasonable and/or enforceable, as
the case may be.  Executive  acknowledges  and agrees that his services are of a
unique  character  and  expressly  grants  to the  Company  or  any  subsidiary,
successor or assignee of the Company,  the right to enforce the provisions above
through the use of all remedies  available at law or in equity,  including,  but
not limited to, injunctive relief.

     13. COMPANY  PROPERTY.  All Confidential  Information which Executive shall
         -----------------
prepare  or  receive  from the  Company  shall  remain  the  Company's  sole and
exclusive property. Upon termination of this Agreement, Executive shall promptly
return  to the  Company  all  Confidential  Information  in his  possession  and
Executive further represents that he will not copy or cause to be copied,  print
out or cause to be printed out any  Confidential  Information or other materials
originating with or belonging to the Company.  Executive additionally represents
that, upon termination of his employment with the Company, he will not retain in
his possession any such Confidential  Information  software,  documents or other
materials.

     14. REMEDY. It is mutually understood and agreed that Executive's  services
         ------
are special,  unique,  unusual,  extraordinary and of an intellectual  character
giving  them a  peculiar  value,  the  loss of which  cannot  be  reasonably  or
adequately compensated in damages in an action at law. Accordingly, in the event
of any breach of this Agreement by Executive, including, but not limited to, the
breach  of  the   non-disclosure,   non-solicitation   and  non-compete  clauses
hereunder,  the  Company  shall  be  entitled  to  equitable  relief  by  way of
injunction  or  otherwise  in addition to damages the Company may be entitled to
recover.  In  addition,  the Company  shall be


<PAGE>


entitled  to  reimbursement  from  Executive,  upon  request,  of  any  and  all
reasonable  attorneys' fees and expenses incurred by it in enforcing any term or
provision of this Agreement.

     15. REPRESENTATIONS AND WARRANTIES OF EXECUTIVE. (a) In order to induce the
         -------------------------------------------
Company to enter into this Agreement,  Executive hereby  represents and warrants
to the Company as follows: (i) Executive has the legal capacity and unrestricted
right  to  execute  and  deliver  this  Agreement  and  to  perform  all  of his
obligations  hereunder;  (ii) the  execution  and delivery of this  Agreement by
Executive and the performance of his  obligations  hereunder will not violate or
be in  conflict  with  any  fiduciary  or  other  duty,  instrument,  agreement,
document, arrangement or other understanding to which Executive is a party or by
which he is or may be bound or subject;  and (iii)  Executive  is not a party to
any instrument, agreement, document, arrangement or other understanding with any
person (other than the Company)  requiring or restricting  the use or disclosure
of any confidential  information or the provision of any employment,  consulting
or other services.

         (b)  Executive hereby agrees to indemnify and hold harmless the Company
from and against any and all losses,  costs,  damages and  expenses  (including,
without limitation,  its reasonable attorneys' fees) incurred or suffered by the
Company resulting from any breach by Executive of any of his  representations or
warranties set forth herein.

     16.  NOTICES.  All notices given hereunder shall be in writing and shall be
          -------
deemed  effectively  given when mailed, if sent by registered or certified mail,
return receipt requested, addressed to Executive at his address set forth on the
first page of this  Agreement and to the Company at its address set forth on the
first page of this Agreement, Attention: Chief Executive Officer, with a copy to
Kramer Coleman Wactlar & Lieberman,  P.C., 100 Jericho Quadrangle,  Jericho, New
York 11753, Attention:  Nancy Lieberman,  Esq., or at such address as such party
shall have designated by a notice given in accordance with this Paragraph 16.

     17. ENTIRE AGREEMENT.  This Agreement  constitutes the entire understanding
         ----------------
of the parties with respect to its subject  matter and no change,  alteration or
modification  hereof may be made except in writing signed by the parties hereto.
Any  prior  or  other  agreements,  promises,  negotiations,  understandings  or
representations  not  expressly  set forth in this  Agreement are of no force or
effect.

     18. SEVERABILITY. If any provision of this Agreement shall be unenforceable
         ------------
under any  applicable  law,  then  notwithstanding  such  unenforceability,  the
remainder of this Agreement shall continue in full force and effect.

     19.  AMENDMENTS,  MODIFICATIONS,  WAIVERS.  No amendment,  modification  or
          ------------------------------------
waiver of any  provision of this  Agreement  shall be effective  unless the same
shall be in writing  and  signed by each of the  parties  hereto,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given.

     20.  ASSIGNMENT.  Neither this  Agreement,  nor any of Executive's  rights,
          ----------
powers,  duties or  obligations  hereunder,  may be assigned by Executive.  This
Agreement  shall be binding upon and inure to the benefit of  Executive  and his
heirs and legal  representatives and the Company and its successors and assigns.
Successors of the Company shall include, without limitation,  any corporation or
corporations acquiring,  directly or indirectly, all or substantially all


<PAGE>


of the assets of the  Company,  whether by merger,  acquisition,  consolidation,
purchase  or  otherwise,  and such  successor  shall  thereafter  be deemed "the
Company" for the purpose hereof.

     21.  APPLICABLE  LAW.  This  Agreement  shall be deemed to have been  made,
          ---------------
drafted,  negotiated and the transactions  contemplated  hereby  consummated and
fully  performed in the State of New York and shall be governed by and construed
in  accordance  with the laws of the  State of New York,  without  regard to the
conflicts of law rules thereof.  Nothing  contained in this  Agreement  shall be
construed  so as to require  the  commission  of any act  contrary  to law,  and
whenever  there is any conflict  between any provision of this Agreement and any
statute, law, ordinance,  order or regulation,  the latter shall prevail, but in
such event any  provision of this  Agreement so affected  shall be curtailed and
limited only to the extent necessary to bring it within the legal requirements.

     22.  JURISDICTION  AND  VENUE.  It is hereby  irrevocably  agreed  that all
          ------------------------
disputes or controversies  between the Company and Executive  arising out of, in
connection  with or  relating  to this  Agreement  must be brought in the United
Stated  District Court for the Eastern  District of New York and designated as a
"Long  Island  Action"  (or if subject  matter  jurisdiction  is lacking in such
court, the jurisdiction of the New York Supreme Court for the County of Nassau).
Each  party  irrevocably  and   unconditionally   commits  to  the  in  personam
jurisdiction of such Court and waives,  to the fullest extent  permitted by law,
any objections  which it may now or hereafter have to the laying of the venue of
any such suit,  action or proceeding  brought in such court,  any claim that any
such suit,  action or  proceeding  brought in such court has been  brought in an
inconvenient  forum and the right to  object,  with  respect  to any such  suit,
action or  proceeding  brought  in such  court,  that such  court  does not have
jurisdiction  over the person of such party. In any suit,  action or proceeding,
each party waives,  to the fullest  extent it may  effectively  do so,  personal
service of any summons,  complaint or other  process and agrees that the service
thereof may be made by certified or registered mail,  addressed to such party at
its  address  set forth in  Section 16 hereof.  Each party  agrees  that a final
non-appealable judgment in any such suit, action or proceeding brought in such a
court shall be conclusive and binding.

     23.  FULL  UNDERSTANDING.  Executive  represents  and agrees  that he fully
          -------------------
understands  his right to discuss all aspects of this Agreement with his private
attorney, that to the extent, if any that he desired, he availed himself of this
right, that he has carefully read and fully understands all of the provisions of
this  Agreement,  that he is  competent  to  execute  this  Agreement,  that his
agreement to execute this Agreement has not been obtained by any duress and that
he freely and voluntarily  enters into it, and that he has read this document in
its entirety and fully understands the meaning,  intent and consequences of this
document which is that it constitutes an agreement of employment.

     24.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute one and the same agreement.


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                    GRIFFON CORPORATION



                                    BY:
                                       --------------------------------
                                       NAME:
                                       TITLE:

                                    EXECUTIVE


                                       -----------------------------------
                                       ERIC EDELSTEIN