0000950112-95-002570 Sample Contracts

--------------------- |CUSIP NO. 692830508 | | Page 8 of 9 pages | --------- | | | | ------------------------ -----------------------
Steel Partners Ii L P • October 3rd, 1995 • Metalworkg machinery & equipment

Steel Partners II, L.P. owns 14.9% of the outstanding shares of P&F Industries, Inc. and has owned this amount for approximately two years. We believe that you have done a terrific job in cleaning up the balance sheet of the company, selling off its non-performing assets, and refocusing the company on its two core businesses.

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