Exhibit 1.03
Eastco Industrial Safety Corp.
130 West 10th Street
Huntington Station, New York 11746
_________, 1996
Royce Investment Group, Inc.
199 Crossways Park Drive
Woodbury, NY 11797
Gentlemen:
The following sets forth our understanding with respect to your
providing financial advisory services for this corporation.
l. For a period of one (1) year commencing on the date hereof, you
will render financial consulting services to this corporation as such services
shall be required but in no event shall such services require more than two
business days per month.
Your services shall include the following:
(a) to advise and assist in matters pertaining to the
financial requirements of our corporation and to assist, as and when required,
in formulating plans and methods of financing;
(b) to prepare and present financial reports required by us
and to analyze proposals relating to obtaining funds for our business, mergers
and/or acquisitions;
(c) to assist in our general relationship with the financial
community including brokers, stockholders, financial analysts, investment
bankers, and institutions; and
(d) to assist in obtaining financial management, and
technical and advisory services, and financial and corporate publicrelations,
as may be requested or advisable.
2. All services required to be performed hereunder shall be requested
by us in writing and upon not less than seven business days notice, unless
such notice is waived by you. Such notice shall be to the address specified
above or to such other place as you shall designate to us in writing.
3. For the services to be performed hereunder, and for your continued
availability to perform such services, we will pay you a fee equal to 2% of
the total proceeds of the Rights and Standby Offerings (including proceeds of
the Optional Units) realized by the Company from the Standby Agreement dated
______, 1996, which sum is payable in full in advance on the closing date of
such offering, and, in the case of the Optional Units, on each closing date on
such option. Further, we will reimburse you for such
Royce Investment Group, Inc.
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reasonable out-of-pocket expenses as may be incurred by you on our behalf, but
only to the extent authorized by us.
4. This Agreement has been duly approved by our Board of Directors.
5. You shall have no authority to bind this corporation to any
contract or commitment, inasmuch as your services hereunder are advisory in
nature.
6. You will maintain in confidence all proprietary, non-published
information obtained by you with respect to our corporation during the course
of the performance of your services hereunder and you shall not use any of the
same for your own benefit or disclose any of the same to any third party,
without our prior written consent, both during and after the term of this
Agreement.
7. This Agreement shall not be assignable by either of us without the
other party's prior written consent.
8. This Agreement shall be binding upon, and shall inure to the
benefit of, our respective successors and permitted assigns.
9. The foregoing represents the sole and entire agreement between us
with respect to the subject matter hereof and supersedes any prior agreements
between us with respect thereto. This Agreement may not be modified, amended
or waived except by a written instrument signed by the party to be charged.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York, without regard to the principles of
conflicts of laws of such State.
Please signify your agreement to the foregoing by signing and
returning to us the enclosed copy of this Agreement which will thereupon
constitute an agreement between us.
Very truly yours,
EASTCO INDUSTRIAL SAFETY CORP.
BY__________________________
Agreed and Consented to:
ROYCE INVESTMENT GROUP, INC.
BY________________________________