NON-QUALIFIED STOCK OPTION AGREEMENT


AGREEMENT made as of the 1st day of March, 2005, between GRIFFON CORPORATION,  a
Delaware  corporation,  (hereinafter  called the  "Company")  and ERIC EDELSTEIN
(hereinafter called "Optionee").

                              W I T N E S S E T H:

WHEREAS, concurrently herewith the Company and the Optionee intend to enter into
an  employment  agreement  (the  "Employment  Agreement")  pursuant to which the
Optionee shall be employed as an Executive  Vice  President and Chief  Financial
Officer of the Company; and

WHEREAS, in order to induce Optionee to enter into the Employment Agreement, the
Company has  determined  that it is  advisable  to grant to Optionee an award of
certain options to purchase the Company's common stock, par value $.25 per share
(the "Common Stock"); and

WHEREAS,  the Optionee is only willing to enter into the Employment Agreement if
the Company enters into this option agreement.

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

     1.   Grant of Option.  The Company  hereby  grants to Optionee an option to
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          purchase  a total of 250,000  shares of the  authorized  and  unissued
          Common  Stock of the Company (the  "Option")  at an exercise  price of
          $22.94 per share,  which is the closing  price of the Common  Stock on
          the date  hereof.  The  within  Option is  immediately  vested  and is
          exercisable in accordance with Section 2 hereof.

     2.   Exercisability  and Term of Option. The within Option may be exercised
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          at any time before the Expiration Date in the following amounts:

             As to 50% of the shares of Common Stock, on or after March 1, 2006

             As to 100% of the shares of Common Stock, on or after March 1, 2007

          The rights represented by this Option are exercisable at the option of
          the holder  hereof in whole at any time, or in part from time to time,
          within the periods above specified at the price specified in Section 1
          hereof.  The within  Option may be  exercised  by Optionee at any time
          prior to February 28, 2012 (the "Expiration Date");  provided, that in
          the event of the prior  termination  or expiration  of the  Employment
          Agreement or Optionee's employment with the Company on or before March
          1, 2007,  whether under the  Employment  Agreement or  otherwise,  the
          Optionee  shall have until May 1, 2007 to exercise the within  Option;
          provided,  further, that in the event of any termination or expiration
          of the Employment Agreement or Optionee's  employment with the Company
          prior to the  Expiration  Date but after March 1, 2007,  whether under
          the  Employment  Agreement or  otherwise,  the  Optionee  shall have a
          period  of sixty  (60) days from such  termination  or  expiration  to
          exercise  the  within  Option,  but in no event  shall  the  Option be
          exercisable after the Expiration Date.


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     3.   Anti-dilution. The price per share at which shares of Common Stock may
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          be purchased hereunder,  and the number of such shares to be purchased
          upon exercise hereof, are subject to change or adjustment as follows:

          (A) In case the Company shall, while this Option remains  unexercised,
          in whole or in part, and in force,  effect a recapitalization  of such
          character that the shares of Common Stock purchasable  hereunder shall
          be changed into or become  exchangeable for a larger or smaller number
          of  shares,  then,  after  the  date  of  record  for  effecting  such
          recapitalization,  the  number of shares  of  Common  Stock  which the
          holder  hereof  shall  be  entitled  to  purchase  hereunder  shall be
          increased or  decreased,  as the case may be, in direct  proportion to
          the  increase or  decrease in the number of shares of Common  Stock by
          reason of such recapitalization,  and the purchase price hereunder per
          share of such  recapitalized  Common  Stock  shall,  in the case of an
          increase in the number of such shares, be proportionately reduced, and
          in the case of a  decrease  in the  number  of such  shares,  shall be
          proportionately  increased.  For the purpose of this subsection (A), a
          stock dividend, stock split up or reverse split shall be considered as
          a  recapitalization  and as an exchange for a larger or smaller number
          of shares, as the case may be.

          (B) In the case of any consolidation of the Company with, or merger of
          the  Company  into,  any  other  Company,  or in case  of any  sale or
          conveyance of all or substantially all of the assets of the Company in
          connection with a plan of complete  liquidation of the Company,  then,
          as a condition of such  consolidation,  merger or sale or  conveyance,
          adequate  provision  shall be made  whereby  the holder  hereof  shall
          thereafter have the right to purchase and receive,  upon the basis and
          upon the terms and conditions  specified in this Option and in lieu of
          shares  of  Common  Stock  immediately   theretofore  purchasable  and
          receivable upon the exercise of the rights  represented  hereby,  such
          shares of stock or securities as may be issued in connection with such
          consolidation,  merger or sale or  conveyance  with  respect  to or in
          exchange  for  the  number  of  outstanding  shares  of  Common  Stock
          immediately  therefore purchasable and receivable upon the exercise of
          the rights represented hereby had such  consolidation,  merger or sale
          or  conveyance  not  taken  place,  and in any such  case  appropriate
          provision  shall be made with  respect to the rights and  interests of
          the holder of this Option to the end that the provisions  hereof shall
          be  applicable  as nearly as may be in relation to any shares of stock
          or securities thereafter deliverable upon the exercise hereof.

     4.   Non-Transferability  of Option. The Option granted under this
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          Agreement shall not be transferable otherwise than by will or the laws
          of descent and distribution or to the extent permitted by the Board of
          Directors of the Company or the Compensation Committee of the Board of
          Directors.

     5.   Purchase for  Investment.  To the extent that, at the time of exercise
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          of the within Option,  the underlying  shares have not been registered
          for sale under the  Securities  Act or 1933, as amended,  the Optionee
          represents,  on behalf of himself and any transferees permitted by the
          terms of the Plan, that any shares of Common Stock purchased  pursuant
          to this  Agreement  will be acquired in good faith for  investment and
          not for resale or distribution,  and Optionee on behalf of himself and
          said person or persons, agrees that each notice of the exercise of the
          within Option shall contain or be accompanied by a  representation  in
          writing  signed by him or said person or persons,  as the case may be,
          in form  satisfactory to the Company,  that the shares of Common Stock
          to be purchased pursuant to such notice are being so acquired and will
          not be sold except in compliance with applicable securities laws.


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     6.   Covenant of the  Company.  The Company  covenants  and agrees that all
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          shares may be  delivered  upon the  exercise  of this Option and will,
          upon delivery, be fully paid and non-assessable, and, without limiting
          the generality of the foregoing, the Company covenants and agrees that
          it will at all times to reserve or hold available a sufficient  number
          of shares of Common Stock to cover the number of shares  issuable upon
          the exercise of this Option.

     7.   Rights as Shareholder. This Option shall not entitle the holder hereof
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          to any voting rights or other rights as a shareholder  of the Company,
          or to any other rights  whatsoever except the rights herein expressed,
          and no dividends  shall be payable or accrue in respect of this Option
          or the interest represented hereby or the shares purchasable hereunder
          until or unless,  and except to the extent that,  this Option shall be
          exercised.

     8.   Information.  The  Company  will transmit to the holder of this Option
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          such information,  documents and reports as are generally  distributed
          to  shareholders  of the Company  concurrently  with the  distribution
          thereof to such shareholders.

     9.   Notices.  Notices  to be given to the holder of this  Option  shall be
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          deemed  to have  been  sufficiently  given  if  delivered  or  mailed,
          addressed  in the name and at the address of such holder  appearing in
          the records of the Company, and if mailed, sent first class registered
          or certified mail, postage prepaid.  The address of the Company is 100
          Jericho  Quadrangle,  Jericho,  New York 11753,  and the Company shall
          give written notice of any change of address to the holder hereof.

     10.  Applicable  Law.  This  Agreement  and the legal  relations  among the
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          parties  hereto shall be governed by and construed in accordance  with
          the laws of the State of New York  applicable  to  contracts  made and
          performed therein.

     11.  Consent to Jurisdiction  and Waivers.  The parties hereto  irrevocably
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          consent that any legal action or proceeding against any of them under,
          arising out of or in any manner  relating  to, this  Agreement  or any
          other document delivered in connection herewith, may be brought in any
          court of the State of New York located  within Nassau County or in the
          United States District Court for the Eastern  District of New York. By
          the execution and delivery of this  Agreement,  the parties  expressly
          and irrevocably consent and submit to the personal jurisdiction of any
          of such courts in any such action or proceeding.  The parties  further
          irrevocably consent to the service of any complaint,  summons,  notice
          or other process relating to any such action or proceeding by delivery
          thereof to it by hand or by any other  manner  permitted  by law.  The
          parties hereby expressly and irrevocably waive any claim or defense in
          any such action or  proceeding  based on any alleged  lack of personal
          jurisdiction,  improper  venue or forum non  convenient or any similar
          basis.


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     IN WITNESS  WHEREOF,  the Company has caused this Option to be executed and
delivered as of the date first above written.



                                      GRIFFON CORPORATION


                                      By: /s/Patrick Alesia
                                      --------------------------------
                                      PATRICK ALESIA, Vice President



                                      /s/Eric Edelstein
                                      --------------------------------
                                      ERIC EDELSTEIN, Optionee