[EXHIBIT 99.2]

                               Soroban, Inc.
- -----------------------------------------------------------------------
347 Fifth Ave, Suite 506     New York, NY 10016            212-764-2448



January 27, 2003

The Board of Directors
Eagle Supply Group, Inc.
122 East 42nd Street
New York, NY 10168


Gentlemen:

Re:    Proposed investment of $1 million in Eagle Supply Group, Inc.
       ("Eagle")

You have asked Soroban, Inc. to review the proposed transaction in
which Mr. James E. Helzer, President, Vice Chairman of the Board of
Directors, and Chief Operating Officer of Eagle would purchase, for $1
million, 1,000,000 shares of Eagle's common stock and 1,000,000 common
stock warrants and to render an opinion on the fairness of the
proposed transaction to Eagle and its shareholders. The warrants would
be exercisable for five years at an exercise price for Eagle's common
stock of $1.50 per share and have certain anti dilution rights.

At the time of the Board of Directors meeting, January 27, 2003,
Eagle's common stock was trading between $.86 to $.92. Recently, the
trading volume has been very low. Eagle is projecting a very tight
cash position in the near future, which is not unusual for Eagle at
this time of the year. Fleet Capital Corporation, in the past, has
provided Eagle with a seasonal over advance of several million
dollars. The request has been made of Fleet again this winter to
provide an over advance; however, as of the date of this letter, Fleet
has not made a decision to make such over advance. The financial
results of Eagle for the quarter ended September 30, 2002 reflect
lower sales, slight erosion in gross margins, higher operating
expenses and a net loss compared to a prior year profit. The
preliminary financial results for the quarter ended December 31, 2002
compared to the comparable quarter ended December 31, 2001 also
reflect lower sales and gross profit. The accounts receivable ageing
at December 31, 2002 has $8 million in receivables past due over 60
days compared to $7 million for November 30, 2002.

In light of the above situation, which is a result of, among other
things, poor economic conditions in the United States, difficult
competitive conditions affecting some of Eagle's markets, Eagle's
inability to raise prices to improve profit margins, the current
normally slow winter season, continued slow payment by Eagles'
contractor customers in paying their outstanding balances, and Eagles'
need to maintain reasonable levels of inventory to maintain its sales
volume, Eagle has decided to eliminate its potential cash shortfall by
entering into a transaction with Mr. and Mrs. Helzer on the terms
described above.





In our opinion, any attempt to find or obtain alternative sources of
debt or equity capital on the terms proposed with independent third
party sources of funds would be either completely unsuccessful and
untimely or would be substantially less advantageous to Eagle and its
shareholders than the terms and conditions being proposed with Mr.
Helzer. Accordingly, it is our opinion that the transaction outlined
above, if consummated, is fair from a financial point of view to Eagle
and its shareholders.

Yours very truly,

/s/ A.J. Gasson

A.J. Gasson