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)