EXHIBIT 4.01



COMMON SHARES                        eastco                       COMMON SHARES



    NUMBER                                                          SHARES
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                         EASTCO INDUSTRIAL SAFETY CORP.
              INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

                                                             CUSIP 276162 40 1

THIS CERTIFIES THAT


                                                                   SEE REVERSE
                                                                   FOR CERTAIN
                                                                   DEFINITIONS



is the owner of


            FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
                   TWELVE CENTS ($.12) OF THE COMMON STOCK OF

      ===============EASTCO INDUSTRIAL SAFETY CORP.======================

(herein called the "Corporation"), transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon the surrender
of this certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile  signatures of
its duly authorized officers.


Dated:




       Anthony P. Towell                                 Alan Densen
       ----------------------                            ----------------------
                    Secretary                                         President 

                                     [SEAL
                                   OF EASTCO
                            INDUSTRIAL SAFETY CORP.]


COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
             NEW YORK, NY 10005
                                TRANSFER AGENT 
                                 AND REGISTRAR

                          AUTHORIZED SIGNATURE





         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

          TEN COM -- as tenants in common                
          TEN ENT -- as tenants by the entireties  
          JT TEN  -- as joint tenants with right of      
                     survivorship and not as tenants     
                     in common  
UNIF GIFT MIN ACT -- _________ Custodian _________  
                      (Cust)              (Minor)   
                     under Uniform Gifts to Minors  
                     Act___________                 
                         (State)                    
                            
     Additional abbreviations may also be used though not in the above list.


For value received _______________________hereby sell, assign and transfer unto 

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE 
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- -------------------------------------------------------------------------------
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint 

- -----------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated
      -------------------

                    ------------------------------------------------------
                    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
            NOTICE: NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
                    PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                    CHANGE WHATEVER.


Signature(s) Guranteed:

- -------------------------------------------------------
THE SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN 
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.