EASTCO INDUSTRIAL SAFETY CORP.

CONTROL NUMBER                               SUBSCRIPTION CERTIFICATE FOR
                                                            UNITS
                                         SUBSCRIPTION PRICE: U.S. $5.00 PER UNIT
                                                      CUSIP 276162 13 8




   SUBSCRIPTION CERTIFICATE REPRESENTING RIGHTS TO PURCHASE __________ UNITS,
     EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK $.12 PAR VALUE, AND
      ONE CLASS B WARRANT, OF EASTCO INDUSTRIAL SAFETY CORP. VOID IF NOT
     EXERCISED BEFORE 5:00 P.M. NEW YORK TIME ON ___________________, 1996

      THIS SUBSCRIPTION CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE
                               NON-TRANSFERABLE.







THE TERMS AND CONDITIONS OF THE RIGHTS 
OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS DATED ______________, 1996
(THE "RIGHTS OFFERING PROSPECTUS") AND 
ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE RIGHTS OFFERING PROSPECTUS
ARE AVAILABLE UPON REQUEST FROM AMERICAN
STOCK TRANSFER & TRUST COMPANY AS 
SUBSCRIPTION AGENT.


REGISTERED OWNER:





The registered owner whose name is inscribed hereon is entitled to subscribe for
Units upon the terms and subject to the conditions set forth in the Rights
Offering Prospectus and instructions relating hereto on the reverse side. The
Rights represented by this Subscription Certificate may be exercised by duly
completing Form 1. Special delivery instructions, may be specified by completing
Form 2. THE RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE MAY NOT BE
EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED WITH A
SIGNATURE GUARANTEE, IF APPLICABLE, ANY SIGNATURE GUARANTEE MUST BE IN
ACCORDANCE WITH THE MEDALLION SIGNATURE GUARANTEE PROGRAM.




Date:


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

                                     [SEAL
                                   OF EASTCO
                            INDUSTRIAL SAFETY CORP.]



Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY 
                           Rights Agent
By 

                   Authorized Signature
                        


                          EASTCO INDUSTRIAL SAFETY CORP.


FORM 1 - EXERCISE AND SUBCRIPTION: The undersigned irrevocably exercises one or
more Rights to subscribe for Units, each Unit consisting of one share of Common
Stock, $.12 par value, and one Class B Warrant as indicated below, on the terms
and subject to the conditions specified in the prospectus of EASTCO INDUSTRIAL
SAFETY CORP. dated ___________________, 1996 (the "Right Offering Prospectus"),
receipt of which is hereby acknowledged.

(a) Number of Units subscribed for pursuant to the Subscription Privilege
   (one Right needed to subscribe for each full Unit): __________________

(b) Total Subscription Price (total number of shares subscribed for pursuant
    to the Subscription Privilege times the Subscription Price of
    $5.00): $________

METHOD OF PAYMENT (CHECK ONE)


|  | CERTIFIED CHECK OR BANK CHECK DRAWN ON A U.S. BANK OR MONEY ORDER PAYABLE
     TO AMERICAN STOCK TRANSFER & TRUST COMPANY.
   
|  | WIRE TRANSFER DIRECTED TO THE ACCOUNT MAINTAINED BY AMERICAN STOCK TRANSFER
     & TRUST COMPANY AT CHASE MANHATTAN BANK, 55 WATER STREET, NEW YORK,
     NEW YORK 10041.    ACCOUNT NO. 323-294723; ABA NO. 021 000 021.


If the amount enclosed or transmitted is not sufficient to pay the Subscription
Price for all Units that are stated to be subscribed for, or if the number of
units being subscribed for is not specified, the number of Units subcribed for
will be assumed to be the maximum number that could be subscribed for upon
payment of such amount. If the amount enclosed or transmitted exceeds the
Subscription Price for all Units that the undersigned has the right to purchase
pursuant to the Subscription Privilege (the "Subscription Excess"), the
Subscription Agent shall return the Subscription Excess to the subscriber
without interest or deduction.

FORM 2 - DELIVERY INSTRUCTIONS: Name and/or address for mailing of any stock,
         warrant or Subscription Excess, if other than shown on the reverse
         hereof:
                                                   
Name: __________________________________________   
                                                   
Address: _______________________________________   
                                                   
________________________________________________
                            (Including Zip Code)
- -------------------------------------------------------------------------------
    

                                   IMPORTANT
                           -- RIGHTS HOLDERS SIGN HERE
                         AND, IF RIGHTS ARE EXERCISED,
                         COMPLETER SUBSTITUTE FORM W-9


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

                  -------------------------------------------
                           (Signature(s) of Holder(s))

                  Dated:_________________________________1996

                  (Must be  signed  by the  Rights  holders(s)
                  exactly   as  name(s)   appear(s)   on  this
                  Subscription Certificate. If signature is by
                  trustee(s),  executor(s),  administrator(s),
                  guradian(s),  attorney(s)-in-fact, agent(s),
                  officer(s)  of  a  corporation   or  another
                  acting  in  a  fiduciary  or  representative
                  capacity,   please   provide  the  following
                  information. See Instructions).

                  Name(s) ____________________________________

                  ____________________________________________
                                 (Please Print)

                  Capacity ___________________________________

                  Address ____________________________________
                  
                  ____________________________________________
                               (Including Zip Code)

                  Area Code and
                  Telephone Number ___________________________
                                         (Home)

                  ____________________________________________
                                    (Business)

                  Tax Identification or
                  Social Security No. ________________________
                                 (Complete Substitute Form W-9)