Exhibit 10.07

         AGREEMENT made this 30th day of June, 1996 by and between EASTCO
INDUSTRIAL SAFETY CORP., a New York corporation having offices at 130 West 10th
Street, Huntington Station, New York 11746 (hereinafter referred to as the
"Employer") and _______________, an individual residing at
______________________, (hereinafter referred to as the "Employee").

         WHEREAS, the Employer and Employee have entered into an employment
agreement dated July 1, 1995 (the "Employment Agreement"); and

         WHEREAS, the Employer is about to or has raised certain monies pursuant
to two private placements pursuant to which it will be issuing 5,130,000 shares
of common stock and will be entering into a Rights and Standby offering pursuant
to a letter of intent entered into with Royce Investment Group Inc. dated May
14, 1996 all of which are herein referred to as the "Offering"; and

         WHEREAS, the Employee is willing to waive certain rights that he has
under the Employment Agreement solely with respect to the Offerings to help and
assist the Employer in obtaining capital to improve its business for the benefit
of the Company's Shareholders; and

         WHEREAS, in consideration of the Employee doing so, the Employer has
agreed to reaffirm the terms of the Employment Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties agree as follows:

         1. Employee hereby waives his right to bonuses based upon the
Employer's earnings or sales for the fiscal years ended June 30, 1996 and June
30, 1997 and compensation payable in the event of a Change in Control arising
with respect to the Offerings, his right to terminate his relationship with the
Employer as a result of the Offerings and all other rights that he would have
had arising solely from the Offerings.

         2. Notwithstanding anything to the contrary contained herein no rights
of the Employee





to receive compensation or payments or otherwise under the Employment Agreement
shall be deemed waived by the Employee with respect to (a) any subsequent state
of facts that may arise subsequent to the Offerings; (b) should the Employer
otherwise fail to adhere to the terms of the Employment Agreement or (c) should
the Employer terminate the Employment Agreement for any reason other than as
authorized in Section 10(a)(i), (ii) or (iii) of the Employment Agreement.

         3. This Agreement shall be binding upon the heirs, successors and
assigns of the parties hereto.

         4. Except as modified herein all of the terms and conditions of the
Employment Agreement shall continue in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
on the date first above set forth.

                                          EASTCO INDUSTRIAL SAFETY CORP.

                                          By:
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                                WAIVER AGREEMENT

         The undersigned hereby waive their right to any annual bonuses based
upon the Company's earnings before interest and taxes for each of the fiscal
years ended June 30, 1996 through June 30, 2000 pursuant to their employment
agreements with Eastco Industrial Safety Corp. made as of July 1, 1995. The
provision for the reduction of the exercise price of stock option to $.10 per
share will not be applicable to options granted under any of the Company's
Qualified Incentive Stock Option Plans.

Dated: 24 September 1996
                                               /s/ Alan E. Densen
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                                               Alan E. Densen

                                               /s/ Lawrence Densen
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                                               Lawrence Densen

                                               /s/ Anthony P. Towell
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                                               Anthony P. Towell