ACCOUNTS FINANCING AGREEMENT

                              [SECURITY AGREEMENT]


                                     BETWEEN



                         CONGRESS FINANCIAL CORPORATION
                          1133 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036





                                      AND



                         Eastco Industrial Safety Corp.
                       ----------------------------------
                                (NAME OF CLIENT)


                              130 West 10th Street
                       ----------------------------------
                                (STREET ADDRESS)


                       Huntington Station, New York 11746
                       ----------------------------------
                             (CITY)            (STATE)






                           [Logo] A CoreStates Company


<PAGE>


                                                 October 1 1991

Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036

Gentlemen.

     This Agreement states the terms and conditions upon which,  effective as of
the  date  of  acceptance  by you,  we may  obtain  loans  and  other  financial
accommodations from you for our general corporate and business purposes upon the
security referred to herein. We shall be, if two or more in number,  jointly and
severally bound  hereunder.  Reference is made to the Rider annexed hereto which
is  incorporated  herein.  Asterisks  used in this  Agreement  correspond to the
respective modifying terms provided in the Rider for the indicated Sections.

Section I. DEFINITIONS of this Agreement.

     1.1.  All terms used herein  which are defined in Article I or Article 9 of
the Uniform  Commercial  Code  ("UCC")  shall have the meanings  given  therein.
unless  otherwise  defined in this  Agreement  and all  references to the plural
herein shall also mean the singular.

     1.2. "Accounts" shall mean all of our present and future accounts, contract
rights, general intangibles,  chattel paper, documents and instruments,  as such
terms are defined in the UCC, including, without limitation, all obligations for
the payment of money  arising  out of our sale,  lease or other  disposition  of
goods or other property or rendition of services.

     1.3.  "Account  Debtor"  shall  mean  each  debtor  or  obligor  in any way
obligated on or in connection with any Account.

     1.4. "Collateral" shall have the meaning set forth in Section 4.1 hereof.

     1.5. "Eligible  Accounts" shall mean Accounts created by us in the ordinary
course of business  arising out of our sale of goods or  rendition  of services,
which  are  and at all  times  shall  continue  to be  acceptable  to you in all
respects.  Standards of  eligibility  may be fixed and revised from time to time
solely by you in your exclusive judgment. In determining  eligibility,  you may,
but need not, rely on agings, reports and schedules of Accounts furnished by us,
but  reliance by you thereon from time to time shall not be deemed to limit your
right to revise  standards of eligibility at any time as to both our present and
future Accounts. In general, an Account shall not be deemed eligible unless: (a)
the  Account  Debtor  on  such  Account  is  and at all  times  continues  to be
acceptable  to  you,  (b)  such  Account  complies  in  all  respects  with  the
representations, covenants and warranties hereinafter set forth, and (c) no more
than 90 days have elapsed since the invoice date of such Account.

     1.6.  "Events of  Default"  shall have the meaning set forth in Section 8.1
hereof.

     1.7. "Maximum Credit" shall mean the amount of 5,000,000.

     1.8.  "Net  Amount of  Eligible  Accounts"  shall mean the gross  amount of
Eligible  Accounts  less  sales,  excise or  similar  taxes,  and less  returns,
discounts,  claims,  credits and  allowances  of any nature at any time  issued,
owing, granted, outstanding, available or claimed.

     1.9. "Obligations" shall mean any and all loans, indebtedness,  liabilities
and obligations of any kind owing by us to you,  however  evidenced,  whether as
principal,  guarantor or otherwise,  whether arising under this  Agreement,  any
supplement  hereto,  or  otherwise,  whether now existing or hereafter  arising,
whether direct or indirect, absolute or contingent, joint or several, due or not
due,  primary or secondary,  liquidated or  unliquidated,  secured or unsecured,
original,  renewed or extended,  and whether  arising  directly or acquired from
others (including,  without limitation,  your participations or interests in our
obligations  to  others)  and  including,   without  limitation,  your  charges,
commissions,  interest,  expenses, costs and attorneys' fees chargeable to us in
connection wish all of the foregoing.

     1.10. "Records" shall have the meaning see forth in Section 4.1(f) hereof.

     1.11.  "Renewal  Date"  shall have the  meaning  set forth in  Section  9.1
hereof.


Section 2. LOANS.

     2.1. You shall, in your discretion,  make loans to us from time to time, at
our request, of up to .....eighty...............percent  (........80...%) of the
Net Amount of Eligible Accounts (or such greater or lesser percentage thereof as
you shall in your sole discretion determine from time to time).

     2.2 All loans shall be charged so a loan account in our name on your books.
You shall render to us each month a statement of our loan account which shall be
considered correct and deemed accepted by, and conclusively  binding upon, us as
an account stated, except to the extent that you receive a written notice of any
specific exceptions by us thereto within thirty (30) days after the date of such
statement.

     2.3. Except in your sole discretion,  the outstanding  aggregate  principal
amount  of all loans by you to us  hereunder,  under  any  supplement  hereto or
evidenced by any  promissory  note,  shall not exceed the Maximum  Credit at any
time.  Without limiting your right to demand payment of the Obligations,  or any
portion  thereof,  in accordance with any other terms of this Agreement,  or any
supplement hereto, in the event that the outstanding  aggregate principal amount
of loans by you to us exceeds  the  Maximum  Credit or the  formula set forth in
Section 2.1 hereof,  we shall remain  liable  therefor and the entire  amount of
such excess(es) shall, at your option,  become immediately due and payable, upon
your demand.

     2.4. At your option all  principal,  interest,  fees,  commissions,  costs,
expenses or other  charges  wish  respect to this  Agreement  or any  supplement
hereto  (all of which shall be  cumulative  and not  exclusive)  and any and all
loans  and  advances  by  you  so us  may be  charged  directly  to our  account
maintained by you.

     2.5. All loans shall be payable at your office  specified  above or at such
other place as you may hereafter designate from time to time and, at your option
and  upon  your  request,  we  shall  execute  and  deliver  to you  one or more
promissory  notes in form and substance  satisfactory to you to further evidence
such loans.


Section 3. INTEREST AND FEES.

     3.1.  Interest shall be payable by us to you on the first day of each month
upon the  closing  daily  balances  in our loan  account for each day during the
immediately  preceding  month,  at a  rate  equal  to  ......three.......percent
(....3....%)  per  annum  in  excess  of  the  prime  commercial  interest  rate
(presently..8..% per annum) from time to time publicly announced by Philadelphia
National Bank, incorporated as CoreStates Bank, NA., Philadelphia, Pennsylvania,
whether or not such  announced rate is the best rate available at such bank. The
interest rate charged hereunder shall increase or decrease by an amount equal to
each increase or decrease,  respectively,  in said prime loan rate, effective on
the first day of the month after any change in said prime loan rate based on the
prime loan rate in effect on the last day of the month in which any such  change
occurs.  The rate of interest in effect hereunder on the date hereof,  expressed
in terms of simple  interest,  is eleven  percent (11%) per annum.  In the event
that the outstanding  aggregate  principal  amount of loans by you to us exceeds
the  Maximum  Credit or the formula set forth in Section 2.1 hereof or any other
formula or sublimit set forth in any supplement  hereto,  interest on the entire
amount of such excess(es)  shall be payable at the rate set forth in Section 3.2
hereof (whether or not such  excess(es))  arise or are made with or without your
knowledge or consent).


                                       -1-
<PAGE>


     3.2.  On and after  the date of any  Event of  Default  or  termination  or
non-renewal hereof,  interest on all outstanding unpaid Obligations shall accrue
at a rate equal to.....two.....percent  (.....2....%) per annum in excess of the
pre-default  rate set forth  above  from the date of such  Event of  Default  or
termination or non-renewal, and all interest accruing hereunder shall thereafter
be payable on demand.

     3.3.  Interest shall be calculated on the basis of a 360-day year and shall
be included in each monthly  statement of our loan  account.  You shall have the
right,  at your option,  to charge all interest to our loan account on the first
day of each  month,  and such  interest  shell be deemed so be paid by the first
amounts subsequently credited thereto.

     3.4. In no event shall  charges  constitute  interest,  payable by us under
this  Agreement,   exceed  the  rate  permitted  under  any  applicable  law  or
regulation,  and if any part or provision of this Agreement is in  contravention
of any such law or regulation, such part or provision shall be deemed amended to
conform thereto.

     3.5. if the average outstanding daily principal balance of all loans by you
to us under this Agreement or any supplement  hereto in any calendar month shall
be less than the  Maximum  Credit,  we shall  pay to you on or before  the tenth
(10th) day of the next  succeeding  calendar  month an unused  line fee equal to
one-half  of one  percent (  ...5...%)  per annum  upon the  amount by which the
Maximum Credit exceeds the average  outstanding  daily principal  balance of all
such loans in respect of such month.

     3.6. *



     3.7. *


Section 4. SECURITY INTEREST.

     4.1. As security for the prompt performance, observance and payment in full
of all Obligations,  we hereby grant to you a continuing security interest in, a
lien upon and a right of setoff against, and we hereby assign, transfer,  pledge
and set over to you the following (which together with any of our other property
in which you may at any time have a security interest or lien,  whether pursuant
to  this  Agreement  or  any  supplement   hereto,  or  otherwise,   are  herein
collectively  referred  to as the  "Collateral"):  All  present  and  future (a)
Accounts;  (b) moneys,  securities and other property and the proceeds  thereof.
now or  hereafter  held or  received  by, or in transit  to, you from or for us,
whether for safekeeping, pledge, custody, transmission, collection or otherwise,
and all of our deposits  (general or special),  balances,  sums and credits with
you at any time existing;  (c) all of our right, title and interest,  and all of
our rights, remedies,  security and liens, in, to and in respect of the Accounts
and other  Collateral,  including,  without  limitation,  rights of  stoppage in
transit, replevin, repossession and reclamation and other rights and remedies of
an unpaid  vendor,  lienor or secured  party,  guaranties or other  contracts of
suretyship  with  respect to the  Accounts,  deposits or other  security for the
obligation of any Account Debtor, and credit and other insurance; (d) all of our
right,  title and  interest  in, to and in respect of all goods  relating to, or
which by sale have resulted in,  Accounts  including,  without  limitation,  all
goods described in invoices,  documents,  contracts or instruments  with respect
to, or otherwise  representing or evidencing,  any Accounts or other Collateral,
including without limitation, all returned,  reclaimed or repossessed goods; (e)
all deposit accounts;  (f) all books, records,  ledger cards, computer programs,
and other  property  and  general  intangibles  evidencing  or  relating  to the
Accounts and any other Collateral or any Account Debtor,  together with the file
cabinets or containers in which the  foregoing are stored  ("Records");  (g) all
other  general  intangibles  of every kind and  description,  including  without
limitations,  trade  names and  trademarks,  and the  goodwill  of the  business
symbolized thereby, patents,  copyrights,  licenses and Federal, State and local
tax refund  claims of all kinds and (h) all  proceeds of the  foregoing,  in any
form, including, without limitation, any claim against third parties for loss or
damage to or destruction of any or all of the foregoing.

     4.2. We shall keep and maintain, at our cost and expense,  satisfactory and
complete  books and records of all  Accounts,  all payments  received or credits
granted  thereon,  and all other  dealings  therewith.  At such times as you may
request, we shall deliver to you all original documents  evidencing the sale and
delivery of goods or the  performance  of services  which  created any Accounts,
including but not limited to all original contracts,  orders, invoices, bills of
lading,  warehouse  receipts,  delivery tickets and shipping receipts,  together
with schedules describing the Accounts and/or written  confirmatory  assignments
to you of each  Account,  in form  and  substance  satisfactory  to you and duly
executed by us, together with such other  information as you may request.  In no
event shall the making or the failure to make or the content of any  schedule or
assignment  or our  failure to comply  with the  provisions  hereof be deemed or
construed as a waiver,  limitation or modification of your security interest in,
lien upon and assignment of the Collateral or our representations, warranties or
covenants under this Agreement or any supplement hereto.


Section 5. COLLECTION AND ADMINISTRATION.

     5.1. Until our authority to do so is curtailed or terminated at any tune by
you, we shall, at our expense and on your behalf,  collect, as your property and
in trust for you, all  remittances  and all amounts  unpaid on Accounts,  and we
shall not commingle  such  collections  with our own funds.  We shall on the day
received remit all such collections to you in the form received duly endorsed by
us for  deposit  with you,  unless you shall  direct us  otherwise.  All amounts
collected  on  Accounts  when  received  by you  shall be  credited  to our loan
account,  after  adding five (5) business  days for  collection,  clearance  and
transfer of remittances, conditional upon final payment to you.

     5.2. You or your representatives shall at all times have free access to and
right of inspection of the  Collateral  and have full access to and the right to
examine and make copies of our Records,  to confirm and verify all Accounts,  to
perform  general  audits and to do whatever  else you deem  necessary to protect
your  interests.  You may at any time remove from our  premises or require us or
any accountants and auditors  employed by us so deliver any Records and you may,
without cost or expense to you, use such of our  personnel,  supplies,  computer
equipment and space at our places of business as may be reasonably necessary for
the handling of collections.

     5.3. We shall  immediately upon obtaining  knowledge  thereof report to you
all reclaimed, repossessed or resumed goods, Account Debtor claims and any other
matter affecting the value,  enforceability or  collectibility  of Accounts.  At
your request any goods reclaimed or repossessed by or returned to us will be set
aside, marked with your name and held by us for your account and subject to your
security  interest.  All claims and  disputes  relating  to  Accounts  are to be
promptly  adjusted  within a reasonable  time, at our own cost and expense.  You
may, at your option,  settle,  adjust or compromise claims and disputes relating
to Accounts which are not adjusted by us within a reasonable time.

     5.4. We shall,  in the manner  requested  by you from time to time,  direct
that all proceeds of Accounts, letters of credit, bankers' acceptances and other
proceeds  of  Collateral  shall  be  payable  to a lock box or post  office  box
designated by you and under your control and/or deposited into a blocked account
under your control and/or deposited into an account  maintained in your name and
under your  control and in  connection  therewith  shall  execute such lock box,
blocked account or other agreement as you in your sole discretion shall specify.


Section 6. REPRESENTATIONS. WARRANTIES AND COVENANTS.

     We hereby represent, warrant and covenant to you the following (which shall
survive the execution and delivery of this Agreement), the truth and accuracy of
which, or compliance with,  being a continuing  condition of the making of loans
hereunder by you or under any supplement hereto:


                                       -2-
<PAGE>


     6.1.  We are and shall  be,  with  respect  to all  Collateral  and all our
inventory now existing or hereafter  acquired,  the owner of such Collateral and
inventory  free from any lien,  security  interest,  claim or encumbrance of any
kind, except in your favor and as otherwise  consented to in writing by you, and
we shall defend the same against the claims of all persons.

     6.2. We will not directly or indirectly sell, lease,  transfer,  abandon or
otherwise dispose of all or any substantial portion of our property or assets or
consolidate or merge with or into any other entity or permit any other entity to
consolidate or merge with or into us. We will at all times  preserve,  renew and
keep in full force and effect our existence as a corporation arid the rights and
franchises  with respect  thereto and continue to engage in business of the same
type as we are engaged as of the date hereof. We shall give you thirty (30) days
prior written  notice of any proposed  change in our corporate name which notice
shall tee forth the new name.

     6.3. Our Records and chief  executive  office are maintained at the address
referred to below. We shall not change such location  without your prior written
consent and prior to making any such change,  we agree to execute any additional
financing statements or other documents or notices which you may require.

     6.4. We shall  maintain our  shipping  forms,  invoices  and other  related
documents in a form  satisfactory  to you and shall maintain our books,  records
and  accounts  in  accordance  with  generally  accepted  accounting  principles
consistently  applied.  We agree to furnish you monthly with accounts receivable
agings,   inventory  reports  (if  requested  by  you),  and  interim  financial
statements  (including  balance sheet,  statement of income and surplus account,
and cash flow statements),  and to furnish you, at any time or from time to time
with such  other  information  regarding  our  business  affairs  and  financial
condition as you may reasonably request, including, without limitation,  balance
sheets, statements of profit and loss, financial statements, cash flow and other
projections,  earnings  forecasts,  schedules,  agings  and  reports.  We hereby
irrevocably  authorize  and  direct all  accountants,  auditors  or other  third
parties to deliver to you, at our expense,  copies of our financial  statements,
papers  related  thereto,  and other  accounting  records of any nature in their
possession  and to disclose to you any  information  they may have regarding our
business  affairs and  financial  conditions.  We shall furnish you with audited
financial  statements  on  an  annual  basis  certified  by  independent  public
accountants  selected  by us and  acceptable  to you.  All such  statements  and
information shall fairly present our financial condition as of the dates and the
results of our operations for the periods, for which the same are furnished. Any
documents, schedules, invoices or other papers delivered to you may be destroyed
or  otherwise  disposed  of by you one (1)  year  after  the  date  the same are
delivered to you, unless we make writtten  request therefor and pay all expenses
attendant to their return, in which event you shall return same when your actual
or anticipated need therefor has ceased.

     6.5.  Each  Eligible  Account  represents  a valid and legally  enforceable
indebtedness  based upon an actual and bona fide sale and  delivery  of goods or
rendition  of services in the  ordinary  course of our  business  which has been
finally  accepted  by the  Account  Debtor and for which the  Account  Debtor Is
unconditionally  liable to make  payment of the amount  stated in each  invoice,
document or instrument  evidencing the Eligible  Account in accordance  with the
terms thereof,  without offset, defense or counterclaim and will be paid in full
at maturity.

     6.6. All statements made and all unpaid balances appearing in the invoices,
documents and instruments  evidencing each Eligible Account are true and correct
and  are in  all  respects  what  they  purport  to be and  all  signatures  and
endorsements  that appear thereon are genuine and all  signatories and endorsers
have  full  capacity  to  contract  and  each  Account  Debtor  is  solvent  and
financially  able to pay in full the Eligible  Account when it matures.  None of
the  transactions  underlying  or giving rise so any Account  shall  violate any
state or federal laws or regulations, and all documents relating to the Accounts
shall be legally  sufficient under such laws or regulations and shall be legally
enforceable in accordance  with their terms and all recording,  filing and other
requirements  of giving  public notice under any  applicable  law have been duly
complied with.

     6.7. We shall duly pay and discharge all taxes, assessments,  contributions
and governmental charges upon or against us or our properties or assess prior to
the date on which penalties  attach  thereto.  We shall be liable for any tax or
penalty  imposed upon any  transaction  under this  Agreement or any  supplement
hereto or giving rise to the Accounts or any other  Collateral  or which you may
be required to withhold or pay for any reason and we agree to indemnify and hold
you  harmless  with  respect  thereto,  and to repay to you on demand the amount
thereof,  and until paid by us such amount  shall be added to and deemed part of
your loans to us.

     6.8. Except as otherwise  disclosed * there it no present  investigation by
any governmental agency pending or threatened against us and there is no action,
suit,  proceeding  or claim  pending or  threatened  against us or our assets or
goodwill, or affecting any transactions  contemplated by this Agreement,  or any
supplement  hereto,  or any  agreements,  instruments or documents  delivered in
connection herewith or therewith before any court,  arbitrator,  or governmental
or administrative  body or agency which if adversely  determined with respect to
us would  result in any material  adverse  change in our  business,  properties,
assets, goodwill, or condition, financial or otherwise.

     6.9.  The  execution,  delivery  and  performance  of this  Agreement,  any
supplement  hereto,  or any agreements,  instruments and documents  executed and
delivered in connection  herewith,  are within our corporate  powers,  have been
duly  authorized  are not in  contravention  of law or the terms of our Charter,
By-Laws  or  other  incorporation  papers,  or of any  indenture,  agreement  or
undertaking to which we are a party or by which we are bound.

     6.10. We shall, at our expense, duly execute and deliver, or shall cause to
be duly  executed  and  delivered,  such  further  agreements,  instruments  and
documents,  including,  without  limitation,   additional  security  agreements,
mortgages, deeds of trust, deeds to secure debt, collateral assignments, Uniform
Commercial  Code financing  statements or amendments or  continuations  thereof,
landlord's or  mortgagee's  waivers of liens and contents to the exercise by you
of all your  rights  and  remedies  hereunder,  under any  supplement  hereto or
applicable law with respect to the  Collateral,  and do or cause to be done such
further acts as may be necessary or proper in your opinion to evidence, perfect,
maintain and enforce  your  security  interest  and the priority  thereof in the
Collateral  and to  otherwise  effectuate  the  provisions  or  purposes of this
Agreement or any supplement hereto.  Where permitted by law, we hereby authorize
you to execute and file one or more Uniform Commercial Code financing statements
signed only by you.


Section 7. SPECIFIC POWERS.

     7.1.  We hereby  constitute  you and your  agent and any  designee,  as our
attorney-in-fact,  at our own cost amid expense,  to exercise at any time all or
any of the  following  powers which,  being  coupled with an interest,  shall be
irrevocable until all Obligations have been paid in full: (a) to receive,  take,
endorse,  assign,  deliver, accept and deposit, in your or our name, any and all
checks, notes, drafts,  remittances and other instruments and documents relating
to the  Collateral;  (b) on or after the  occurrence  of an Event of  Default to
receive  open and  dispose  of all mail  addressed  to us and to  notify  postal
authorities  to change the address for  delivery  thereof to such address as you
may  designate;  (c) to  transmit  to Account  Debtors  notice of your  interest
therein and to request  from such  Account  Debtors at any time,  in your or our
name or that of your  designee,  information  concerning  the  Accounts  and the
amounts owing thereon; (d) on or after the occurrence of an Event of Default, to
notify  Account  Debtors to make  payment  directly to you;  (e) on or after the
occurrence of an Event of Default,  to take or bring,  in your or our name,  all
steps,  actions,  suits or  proceedings  deemed by you necessary or desirable to
effect  collection of the Collateral;  and (f) so execute in our name and on our
behalf any UCC financing statements or amendments thereto. We hereby release you
and your officers,  employees and designees, from any liability arising from any
act or acts under this Agreement or in furtherance thereof,  whether of omission
or commission  and whether based upon any error of judgment or mistake of law or
fact.


Section 8 EVENTS OF DEFAULT AND REMEDIES.

     8.1. All Obligations shall be, at your option,  immediately due and payable
without notice or demand  (notwithstanding  any deferred or installment payments
allowed,  if any, by any instruments  evidencing or relating to the Obligations)
and any provision of this Agreement or any


                                       -3-
<PAGE>


supplement hereto, as to future loans and advances by you shall, at your option,
terminate  forthwith,  upon the  termination or non-renewal of this Agreement or
upon the  occurrence of any one or more of the following  ("Events of Default"):
(a) if we shall fail to pay so you when due any  amounts  owing to you under any
Obligation,  or  shall  breach  any  of  the  terms,  covenants,  conditions  or
provisions  of this  Agreement,  any  supplement  hereto or any other  agreement
between you and us or between  any other  third  person or entity and us, (by if
any  guarantor,  endorser  or  other  person  liable  on the  Obligations  shall
terminate or breach any of the terms, covenants, conditions or provisions of any
guarantee,  endorsement or other  agreement of such person with, or in favor of,
you or any other third person or entity; (c) if any representation, warranty, or
statements  of fact  made to you at any time by us or on our  behalf is false or
misleading  in any material  respect;  (d) if we, or any  guarantor  endorser or
other person liable on the Obligations, shall become insolvent, fail to meet our
or their debts as they mature,  call a meeting of creditors or have a creditors'
committee appointed,  make an assignment for the benefit of creditors,  commence
or have  commenced  against us or them any action or proceeding for relief under
any bankruptcy law, or its judgment is rendered  against us or them, or if we or
they suspend or  discontinue  doing  business for any reason,  or if a receiver,
custodian  or trustee of any kind is  appointed  for us or them or any of our or
their respective properties;  (e) if there shall be a material adverse change in
our business, assets or condition (financial or otherwise) from the date hereof;
(f) if there is any change in our majority  control or  ownership;  or (g) if at
any time you shall, in your sole discretion,*  consider the Obligations insecure
or any part of the Collateral unsafe,  insecure or insufficient and we shall not
on your demand furnish other Collateral or make payment on account, satisfactory
to you.

     8.2.  Upon  the  occurrence  of any  Event  of  Default  and  at  any  time
thereafter,  you shall have the right (in addition any other rights you may have
under this Agreement, any supplement hereto or otherwise) without further notice
to us, to  appropriate,  set off and apply to the  payment  of any or all of the
Obligations,  any or all  Collateral,  in such  manner as you shall in your sole
discretion  determine,  to  enforce  payment  of  any  Collateral,   to  settle,
compromise or release in whole or in part, any amounts owing on the  Collateral,
to prosecute any action,  suit or proceeding with respect so the Collateral,  to
extend the time of payment of any and all  Collateral,  to make  allowances  and
adjustments with respect thereto, to issue credits in your or our name, to sell,
assign and deliver the Collateral  (or any part  thereof),  as public or private
sale, as broker's board, for cash, upon credit or otherwise, at your sole option
and discretion, and you may bid or become purchaser at any such sale, if public,
free from any right of redemption which is hereby expressly waived.

     8.3. In the event you seek to take  possession of all or any portion of the
Collateral by judicial  process,  we irrevocably  waive:  (a) the posting of any
bond, surety or security with respect thereto which might otherwise be required,
(b) any demand for possession prior to the commencement of any suit or action to
recover the Collateral,  and (c) any requirement that you retain  possession and
not dispose of any Collateral until after trial or final judgment.

     8.4.  We agree that the giving of * days  notice by you,  sent by  ordinary
mail, postage prepaid, to our address set forth below, designating the place and
time of any public  sale or of the time after  which any  private  sale or other
intended  disposition  of the  Collateral  is so be made,  shall be deemed to be
reasonable notice thereof and we waive any other notice with respect thereto.

     8.5.  The net  cash  proceeds  resulting  from the  exercise  of any of the
foregoing  rights or  remedies  shall be  applied  by you to the  payment of the
Obligations  in such order as you may elect,  and we shall remain  liable to you
for any  deficiency.  Without  limiting the generality of the foregoing,  if you
enter into any credit  transaction,  directly or indirectly,  in connection with
the  disposition of any Collateral,  you shall have the option,  at any time, in
your sole discretion,  to reduce the Obligations by the principal amount of such
credit transaction or to defer the reduction thereof until actual receipt by you
of cash or other immediately available funds in connection therewith.

     8.6. The  enumeration of the foregoing  rights and remedies is not intended
to be exclusive,  and such rights and remedies are in addition to and not by way
of  limitation  of any other  rights or  remedies  you may have under the UCC or
other  applicable  law. You shall have the right,  in your sole  discretion,  to
determine which rights and remedies,  and in which order any of the same, are to
be exercised,  and to determine which Collateral is to be proceeded  against and
in which  order,  and the exercise of any right or remedy shall not preclude the
exercise of any others, all of which shall be cumulative.

     8.7. No act,  failure or delay by you shall  constitute  a waiver of any of
your rights and remedies. No single or partial waiver by you of any provision of
this Agreement or any supplement hereto, or breach or default thereunder,  or of
any right or remedy  which you may have  shall  operate as a waiver of any other
provision,  breach,  default, right or remedy or of the same provision,  breach,
default, right or remedy on a future occasion.

     8.8.  We waive  presentment,  notice of  dishonor,  protest  and  notice of
protest of all  instruments  included in or evidencing any of the Obligations or
the  Collateral  and  any and all  notices  or  demands  whatsoever  (except  as
expressly provided herein).  You may, at all times,  proceed directly against us
to enforce  payment of the  Obligations  and shall not be  required  to take any
action of any kind to  preserve,  collect or  protect  your or our rights in the
Collateral.


Section 9. EFFECTIVE DATE: TERMINATION; COSTS.

     9.1. This Agreement shall become effective upon acceptance by you and shall
continue  in full force and effect for a term ending two (2) years from the date
hereof (the  "Renewal  Date") and from year to year  thereafter,  unless  sooner
terminated pursuant to the terms hereof; provided that, we hereby agree that you
may,  at your option  extend the  Renewal  Date to three (3) years from the date
hereof by giving to us notice at least  sixty (60) days prior to the date of the
second anniversary of this Agreement.  Either party may terminate this Agreement
on the Renewal  Date or on the  anniversary  of the Renewal  Date in any year by
giving  the  other  party at least  sixty  (60)  days  prior  written  notice by
registered or certified mail, return receipt  requested,  and, in addition,  you
shall have the right to terminate  this  Agreement  immediately at any time upon
the  occurrence  of an Event  of  Default.  No  termination  of this  Agreement,
however, shall relieve or discharge us of our duties,  obligations and covenants
hereunder  until all  Obligations  have been paid in (full,  and your continuing
security   interest  in  the  Collateral  shall  remain  in  effect  until  such
Obligations have been fully discharged.

     9.2. If you terminate  this  Agreement  upon the  occurrence of an Event of
Default  or at  our  request,  in  view  of  the  impracticability  and  extreme
difficulty of ascertaining actual damages and by mutual agreement of the parties
as to a  reasonable  calculation  of your lost profits as a result  thereof,  we
hereby  agree  that  we  shall  pay so  you,  upon  the  effective  date of such
termination,  an early  termination  fee in an amount equal to: (a) * percent of
the  Maximum  Credit  if  such  termination  occurs  on or  prior  to the  first
anniversary  of this  Agreement;  (b) two (2%) percent of the Maximum  Credit if
such termination  occurs after she first anniversary of this Agreement but on or
prior to the second  anniversary of this  Agreement;  or (c) one (1%) percent of
the Maximum  Credit if you have  exercised  your option as provided in paragraph
9.1 above and such  termination  occurs  after the  second  anniversary  of this
Agreement but prior to the third anniversary of this Agreement. Such termination
fee shall be  presumed  to be the  amount of  damages  sustained  by said  early
termination and we agree that it is reasonable under the circumstances currently
existing.  The early termination fee provided for in this paragraph 9.2 shall be
deemed included in the Obligations,

     9.3. This Agreement, any supplement hereto, and any agreements, instruments
or documents  delivered or to be delivered in connection  herewith represent our
entire  agreement and  understanding  concerning  the subject  matter hereof and
thereof,   and  supersede  all  other  prior  and  contemporaneous   agreements,
understandings,  negotiations  and  discussions,  representations,   warranties,
commitments, offers, contracts, whether oral or written.

     9.4. No provision  hereof shall be modified or amended  orally or by course
of conduct but only by a written instrument expressly referring hereto signed by
both parties.

     9.5. Upon your request we shell pay to you, or reimburse you for, all sums,
costs and expenses  which you may pay or incur in connection  with or related to
the negotiation,  preparation,  consummation,  administration and enforcement of
this Agreement, any supplement hereto, and


                                       -4-
<PAGE>


all other  agreements,  instruments  and  documents in  connection  herewith and
therewith and the transactions  contemplated hereunder and thereunder,  together
with  any  amendments,  supplements,  consents  or  modifications  which  may be
hereafter  made or entered  into in respect  hereof or thereof,  and all efforts
made to defend,  protect or enforce  the  security  interest  granted  herein or
therein  or  in  enforcing  payment  of  the  Obilagations,   including  without
limitation,  appraisal fees,  filing fees and taxes,  title insurance  premiums,
recording taxes, expenses for searches,  expenses heretofore incurred by you and
from time to time hereafter during the course of periodic field  examinations of
the Collateral and our operations, *wire transfer fees, check dishonor fees, the
fees and  disbursements of counsel to you, all fees and expenses for the service
and filing of papers,  premiums on bonds and  undertakings,  fees of  marshalls,
sheriffs,  custodians,  auctioneers  and others,  travel  expenses and all court
costs and collection charges,  all of which shall be part of the Obligations and
shall accrue  interest  after demand thereof at a rate equal to the highest rate
then payable on any of the Obligations.


Section 10. NOTICES.

     10.1. All notices,  requests and demands to or upon the respective  parties
hereto telex,  telegram or facsimile,  immediately  upon sending;  if by Federal
Express, Express Mail or any other overnight delivery service, one (1) day after
dispatch;  and if mailed by certified mail, return receipt  requested,  five (5)
days after mailing. All notices, requests and demands are to be given or made to
the  respective  parties at the  address (or to such other  addresses  as either
party  may  designate  by  notice  in  accordance  with the  provisions  of this
paragraph) set forth herein.


Section 1l. WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW

     11.1.  We and you each  hereby  waive all  rights to a trial by jury in any
action or proceeding  of any kind arising out of or relating to this  Agreement,
any  supplement  hereto,  the  Obligations,  the  Collateral  or any such  other
transaction.   We  hereby  waive  rights  of  setoff  and  rights  to  interpose
counterclaims  in the  evens  of  any  litigation  with  respect  to any  matter
connected with this  Agreement,  any supplement  hereto,  the  Obligations,  the
Collateral  or  any  other  transaction   between  the  parties  and  we  hereby
irrevocably consent and submit to the non-exclusive  jurisdiction of the Supreme
Court of the  State of New York and the  United  States  District  Court for the
Southern District of New York in connection with any action or proceeding of any
kind arising out of or relating to this Agreement,  any supplement  hereto,  the
Obligations, the Collateral or any such other transaction.

     11.2.  In any such  litigation  we waive  personal  service of any summons,
complaint  or other  process  and  agree  that  service  thereof  may be made by
certified  or  registered  mail  directed to us at our address set forth  below.
Within  thirty (30) days after such  mailing,  we shall appear in answer to such
summons, complaint or other process, failing which we shall be deemed in default
and  judgment  may be entered by you  against us for the amount of the claim and
other relief requested therein.

     11.3. This Agreement and all transactions  thereunder shall be deemed to be
by and  interpreted  in accordance  with the laws of that State.  If any part or
provision  applicable  law or  regulation,  such  part  or  provision  shall  be
severable  without affecting the validity of any other part or provision of this
Agreement.


                                   Very truly yours,

                                   EASTCO INDUSTRIAL SAFETY CORP.
                                   -------------------------------------------

                                   By:   /s/ [ILLEGIBLE]
                                         -------------------------------------


                                   Title:  V.P. Finance
                                         -------------------------------------


                                    Address:

                                    130 West 10th Street
                                   -------------------------------------------
                                    Huntington Station, New York 11746
                                   -------------------------------------------


Accepted at New York, New York

as of October 1, 1991

CONGRESS FINANCIAL CORPORATION

By:  /s/ [ILLEGIBLE]
     -------------------------

Title: Vice President
      ------------------------


                                       -5-
<PAGE>


                                      RIDER

                                       TO
                ACCOUNTS FINANCING AGREEMENT [SECURITY AGREEMENT]
                                     between
                         Congress Financial Corporation
                                       and
                         Eastco Industrial Safety Corp.



     This Rider sets forth modifying terms to the respective  indicated Sections
of the  Agreement  corresponding  to  the  asterisks  in  such  Sections  of the
Agreement.


Section 3.6         * We shall pay to you an annual servicing fee in an amount
                    equal to $6,000 per year payable in  installments of $l,500
                    each  simultaneously  with the execution hereof and on  the
                    first  day of  each  consecutive  three  (3)  month  period
                    hereafter, during the term, including all renewal terms, ot
                    this  Agreement  or so long as any of the  Obligations  are
                    outstanding.

Section 3.7         * We shall pay to you a closing fee in an amount equal to
                    $75,000, which closing fee shall be fully earned as of the
                    date hereof and shall be payable simultaneously with the
                    execution hereof.

Section 5.1         * two (2) business days for federal funds wire transfers and
                    ** any other form of payment, with respect to the


Section 6.8         * on Exhibit A attached hereto


Section 8.1         * reasonably

Section 8.4         * ten (10)

Section 9.2         * three (3%)

Section 9.5         * plus a charge of $500 per person per day for your field
                    examiners (in addition to reimbursement of their expenses)


<PAGE>


              COVENANTS SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT
                              (SECURITY AGREEMENT]


                                                           as of October 1, 1991



Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036

Gentlemen:

     This Covenants  Supplement  ("Supp1ement")  is a supplement to the Accounts
Financing Agreement [Security  Agreement] between Eastco Industrial Safety Corp.
("Borrower",  as hereinafter further defined) and Congress Financial Corporation
("Congress",  as hereinafter  further  defined) dated of even date herewith (the
"Accounts  Agreement").  This  Supp1ement  is (a) hereby  incorporated  into the
Accounts  Agreement,  (b) made a part  thereof  and (c)  subject  to the  terms,
conditions,  covenants and warranties thereof. All terms (including  capitalized
terms) used herein shall have the meanings  ascribed to them respectively in the
Accounts Agreement or the other supplements  thereto, as the case may be, unless
otherwise defiled in this Supplement.


Section 1. ADDITIONAL DEFINITION

     1.1 For  purposes of this  Agreement,  the  following  terms shall have the
respective meanings given to them as follows:

     "Affiliate"  shall  mean,  with  respect to a specified  Person,  any other
Person (a) who,  directly or  indirectly,  through  one or more  intermediaries,
controls or is controlled by or is under common control with such Person, or (b)
who is a director, officer, shareholder or employee of such Person.

     "Borrower"  shall  mean  Eastco   Industrial   Safety  Corp.,  a  New  York
corporation, and its successors and assigns.

     "Borrower"  shall  mean  Congress  Financial   Corporation,   a  California
corporation,  and its successors and assigns. Any other terms used in any of the
other  Financing  Agreements to identify  Congress  including the terms "Secured
Party",  "you",  "your", "we"' or "our", as the case may be, shall have the same
meaning as "Congress" set forth herein

     "Consolidated  Tangible  Net Worth"  shall mean,  as to any Person,  at any
time,  in  accordance  with GAAP,  on a  consolidated  basis with such  Person's
Subsidiaries, the amount equal to the


<PAGE>


difference  between:  (a) the  aggregate  net book  value of all  assets of such
Person and its Subsidiaries (excluding the book value of good will), calculating
the book value of  inventory  for this  purpose on a  first-in-first-out  basis,
after  deducting from such book values all appropriate  reserves  (including all
reserves for doubtful  receivables,  bad debts,  obsolescence,  depreciation and
amortization)  and (b) the total  aggregate  Indebtedness of such Person and its
Subsidiaries (including tax and other proper accruals).

     "Consolidated  Working Capital" shall mean, as to any Person,  at any time,
on a consolidated  basis with such Person's  Subsidiaries',  the amount equal to
the difference  between:  (a) the aggregate net book value of all assets of such
Person and its  Subsidiaries,  calculating  the book value of inventory for this
purpose on a first-in-first-out basis, after deducting from such book values all
appropriate  reserves,  which would,  in accordance  with GAAP, be classified as
current  assets and (b) all  Indebtedness  of such  Person and its  Subsidiaries
which would,  in accordance  with GAAP,  be  classified as current  liabilities;
provided,   that,  the  aggregate  principal  amount  of  the  then  outstanding
Obligations to Congress shall not be considered current liabilities for purposes
of this calculation.

     "Financing Agreements" shall mean all agreements, documents and instruments
entered into by Congress  with,  or delivered to Congress by,  Borrower (as such
agreements,  documents  or  instruments  now exist or may  hereafter be amended,
modified  supplemented,  extended,  renewed,  restated or replaced),  including,
without  limitation:  (a) the Accounts  Agreement  and all  supplements  thereto
including  this  Supplement,  (b) the  Guarantees,  and (c) any other  documents
instruments,  agreements  supplementary  guarantees  and/or security  agreements
and/or other  collateral  documents  now or  hereafter  delivered to Congress by
Borrower  or any  guarantor  in  connection  with or  related  to the  Financing
Agreements, the Obligations or the Collateral.

     "GAAP" shall mean generally accepted accounting  principles as in effect on
the date hereof consistently applied.

     "Guarantees" shall mean, individually and collectively,  each Guarantee and
Waiver now or hereafter  executed by any party in favor of Congress with respect
to the Obligations of the Borrower now or hereafter  outstanding to Congress, as
the  same  now  exist  or may  hereafter  be  amended,  modified,  supplemented,
extended, renewed, restated or replaced.

     "Indebtedness"  shall mean as to any Person, all items which, in accordance
with GAAP,  would be  included in  determining  total  liabilities  shown on the
liability  side of its balance sheet as at the date such  Indebtedness  is to be
calculated.


                                       -2-
<PAGE>

     "Norstar" shall mean Norstar Bank, a New York banking corporation,  and its
successors and assigns.

     "Person"  shall  mean any  individual,  sole  proprietorship,  partnership,
corporation  (including a business  trust),  unincorporated  association,  joint
stock  corporation,  trust,  joint venture,  association,  organization or other
entity or government or any agency or instrumentality  or political  subdivision
thereof.

     "Subsidiary"  shall,  mean any  corporation,  association or  organization,
active or inactive, as to which more than fifty (50%) percent of the outstanding
voting stock or shares shall now or hereafter be owned or  controlled,  directly
or  indirectly by a Person,  any  Subsidiary  of such P9son,  or any  Subsidiary
thereof.

     1.2 All accounting terms not specifically defined herein shall be construed
in accordance with GAAP, except as otherwise stated herein.

     1.3 The words "hereof", "herein",  "hereunder", "this Supplement" and words
of similar import when used in this Supplement shall refer to this Supplement as
a whole and not to any particular provision of this Supplement,  as the same now
exists or may hereafter be amended, modified,  supplemented,  extended, renewed,
restated or replaced.

     1.4 All terms not specifically  defined herein which are defined in Uniform
Commercial  Code  currently  in effect in the State of New York  shall  have the
meanings as defined in such Uniform Commercial Code.

     1.5 For purposes of this Supplement, unless the context otherwise requires,
all other terms hereinbefore or hereinafter  defined,  including but not limited
to those terms defined in the recitals  hereto,  shall have the meanings therein
assigned to such terms.  All  references to Borrower and other Persons set forth
herein shall include their respective  successors and assigns. All references to
any other term in the plural shall  include the singular and all  references  to
any term in the singular shall include the plural.


Section 2. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the  representations,  warranties and covenants contained in
the  other  Financing  Agreements,  Borrower  hereby  represents,  warrants  and
covenants  to Congress the  following,  the truth and accuracy of which are, and
compliance with being, a continuing  condition of the making of loans,  advances
and other financial  accommodations  to Borrower by Congress under the Financing
Agreements:


                                       -3-
<PAGE>


     2.1. Subsidiaries.

       (a) Borrower does not have any  Subsidiaries as of the date hereof except
as set forth on Exhibit 2.1 annexed hereto.

       (b)  Borrower  shall  not form or  acquire  any  additional  Subsidiaries
without  the prior  written  consent of  Congress,  which  consent  shall not be
unreasonably  withheld.  In the event  Congress so consents,  promptly upon such
formation or acquisition, Borrower shall execute and deliver, or shall cause any
such  Subsidiary  to execute  and  deliver to  Congress,  in form and  substance
satisfactory  to Congress  and its counsel:  (i) an absolute  and  unconditional
guarantee of payment of any and all present and future  Obligations  of Borrower
to Congress,  (ii) a general security agreement granting to Congress a first and
only lien  (except  as  otherwise  consented  to by  Congress)  upon all of such
Subsidiary's assets, (iii) related Uniform Commercial Code Financing Statements,
and (iv) such other  agreements,  documents  and  instruments  as  Congress  may
require,  including,  but not limited to,  supplements and amendments hereto and
other  loan  agreements  or  instruments  evidencing  indebtedness  of such  new
Subsidiary to Congress.

     2.2. Indebtedness.  Borrower shall not, and shall not permit any Subsidiary
of  Borrower  to,  create,  incur,  assume or permit to exist,  contingently  or
otherwise, any Indebtedness, except:

       (a) Indebtedness to Congress;

       (b) Indebtedness  consisting of unsecured current liabilities incurred in
the  ordinary  course of its  business  which  are not past  their  original  or
extended due dates;

       (c)  Indebtedness  incurred in the  ordinary  course of their  respective
businesses  secured  only by liens  permitted  under  Section  2.3(b) and 2.3(c)
hereof;

       (d)   Indebtedness  of  Borrower  to  Norstar  in  the  principal  amount
outstanding as of the date hereof of $500,000,  which  Indebtedness is and shall
be subject and subordinate to the Obligations to Congress  pursuant to the terms
of that certain Intercreditor Agreement between Congress and Norstar dated on or
about the date hereof:  provided,  that: (i) Borrower complies with the terms of
such  Intercreditor  Agreement and (ii)  Borrower  shall furnish to Congress all
notices,  demands  or  other  materials  concerning  such  Indebtedness,  either
received by it in connection  therewith promptly after receipt thereof,  or sent
by it in connection therewith concurrently with the sending thereof, as the case
may be; and


                                       -4-
<PAGE>


       (e)  Indebtedness  existing  on the date  hereof  which is  described  on
Exhibit 2.2(e) hereto; provided that: (i) Borrower and its Subsidiaries may only
make  regulary  scheduled  payments of principal and interest in respect of such
Indebtedness as set forth in Exhibit 2.2(e);  (ii) Borrower and its Subsidiaries
shall  not,   directly  or  indirectly,   (A)  make  any  prepayments  or  other
non-mandatory  payments in respect of such  Indebtedness or (B) redeem,  retire,
defease,  purchase  or  otherwise  acquire  such  Indebtedness,  or set aside or
otheerwise  deposit or invest any sums for such purpose,  or (C) amend,  modify,
alter or change the terms of such  Indebtedness  or any  agreement or instrument
related  thereto  (except  as  specifically  permitted  in  Section  2.2  of the
Intercreditor  Agreement  between Norstar and Congress  referred to above);  and
(iii)  Borrower  and its  Subsidiaries  shall  furnish to Congress  all notices,
demands or other materials  concerning such Indebtedness,  after receipt thereof
or sent by any of them  concurrently  with the sending thereof,  as the case may
be.

     2.3.  Limitation  on Liens.  Borrower  shall not,  and shall not permit any
Subsidiary  of  Borrower  to,  create or suffer to exist any  mortgage,  pledge,
security interest,  lien,  encumbrance,  defect in title or restriction upon the
use of its real or personal properties, whether now owned or hereafter acquired,
except:

       (a) the liens or securi4y interests in favor of Congress;

       (b) tax, mechanics and other like statutory liens arising in the ordinary
course of the Borrower's or any of its  Subsidiaries'  respective  businesses to
the extent (1) such liens secure Indebtedness which is not overdue or (ii) until
foreclosure or similar proceedings shall have been commenced,  such liens secure
Indebtedness relating to claims or liabilities which are being contested in good
faith by appropriate proceedings diligently pursued available to Borrower or its
Subsidiaries   prior  to  the  commencement  of  foreclosure  or  other  similar
proceedings  and are  adequately  escrowed for or reserved  against in Congress'
sole judgment, reasonably applied;

       (c) purchase  money  mortgages or other  purchase money liens or security
interests upon any specific fixed assets hereafter acquired, or mortgages, liens
or security  interests  existing on any such future  fixed assets at the time of
acquisition  thereof  (including,  without  limitation,  capitalized  or finance
leases)  or in  connection  with the  refinancing  of  existing  purchase  money
mortgages  or other  purchase  money liens or,  security  interests  (inc1uding,
without  limitation,  existing  capitalized  or finance  leases) with respect to
specific  fixed assets,  provided,  that,  (i) no such  purchase  money or other
mortgage,  lien or security  interest (or  capitalized or finance lease,  as the
case may be) with respect to specific future fixed assets or as refinanced shall
extend to or cover any other


                                       -5-
<PAGE>
property, other than the specific fixed assets so acquired or refinanced subject
to such mortgage, lien or security interest (or lease) and the proceeds thereof,
(ii) such mortgage, lien or security interest secures the obligation. to pay the
purchase price of such specific fixed assets only (or the obligations  under the
capitalized or finance  lease),  and (iii) the principal  amount secured thereby
shall not exceed one hundred  (100%)  percent of the cost of the fixed assets so
acquired or subject to such mortgage, lien or security in crest (or lease);

       (d) the existing liens,  encumbrances or security  interests set forth on
Exhibit 2.3(d) hereto.

     2.4. Loans, Investments, Guarantees, Etc. Borrower shall not, and shall not
permit any Subsidiary of Borrower to, directly or indirectly,  make any loans or
advance money or property to any Person, or invest in (by capital  contribution,
dividend or otherwise) or purchase or repurchase  the stock or  Indebtedness  or
all or a substantial part of the assets or property of any Person, or guarantee,
assume,  endorse,  or otherwise become  responsible for (directly or indirectly)
the Indebtedness,  performance,  obligations or dividends of any Person or agree
to do any of the foregoing, except:

       (a) guarantees by any SubsIdiary of Borrower of the  Obligations in favor
of Congress;

       (b) the  existing  guarantees  by certain  Subsidiaries  of  Borrower  of
obligations of Borrower in favor of Norstar;

       (c) the  endorsement  of  instruments  for  collection  or deposit in the
ordinary course of business;

       (d)  after  written  notice  thereof  to  Congress,  investments  in  the
following  instruments,  which shall be pledged and  delivered to Congress  upon
Congress' request, (1) marketable obligations issued or guaranteed by the United
States of America or an  instrumentality  or agency  thereof,  maturing not more
than one (1) year after the date of acqisition  thereof,  (ii)  certificates  of
deposit or other obligations  maturing not more than one (1) year after the date
of acquisition  thereof issued by any bank or trust company  organized under the
laws of and located in the United  States of America or any State  thereof.  and
having  capital,  surplus and undivided  profits of at least  $100,000,000,  and
(iii) open market  commercial paper with a maturity not in excess of two hundred
seventy (270) days from the date of  acquisition  thereof which have the highest
credit  rating by either  Standard & Poor's  Corporation  or  Moody's  Investors
Service, Inc.; and

     (e) any Subsidiary of Borrower may make loans to Borrower.


                                       -6-
<PAGE>

     2.5.  Transactions  with  Affilliates.  Borrower  shall not,  and shall not
permit any Subsidiary of Borrower to, directly or indirectly:

       (a) purchase, acquire or lease any property or receive any services from,
or sell,  transer or lease any property to, any Affiliate of the Borrower or any
Subsidiary  of the  Borrower  or any agent or  employee  of the  Borrower or any
Subsidiary of the Borrower,  except on prices (including  commissions) and terms
no less favorable  than would have beep obtained in an arm's length  transaction
with a, non-affiliated Person; or

       (b) make any payment of management fees or of the principal  amount of or
interest on any  Indebtedness  for borrowed  money owing to any Affiliate of the
Borrower.

     2.6. Dividends.  Borrower shall not, and shall not permit any Subsidiary of
Borrower to, direct1y or indirectly, during any fiscal year, commencing with the
current  fiscal year,  declare or pay any  dividends on account of any shares of
any class of capital stock of the Borrower or its  Subsidiaries now or hereafter
outstanding,  or set aside or  otherwise  deposit  or  invest  any sums for such
purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of
any class of capital stock (or set aside or otherwise deposit or invest any sums
for such purpose) or apply or set apart any sums, or make any other distribution
(by reduction of capita1 or otherwise) in respect of any such shares or agree to
do any of the foregoing,  except that any Subsidiary of Borrower may dec1are and
pay dividends to Borrower on account of any shares of any class of capital stock
of such Subsidiary which such Subsidiary is legally entitled to declare or pay.

     2.7.  Consolidated Tangible Net Worth. Borrower and its Subsidiaries shall,
at all  times,  until  all  obligations  have  been  indefeasibly  paid in full,
maintain a  Consolidated  Tangible  Net Worth of Five Hundred  Thousand  Dollars
($500,000);

     2.8. Consolidated Working Capital.  Borrower and its Subsidiaries shall, at
all times,  untill all Obligations have been indefeasibly paid in full, maintain
a  Consolidated  working  Capital of not less than Three  Million  Five  Hundred
Thousand Dollars ($3,500,000).

     2.9.  Tradestyles.  Some of  Borrowers  invoices  may from  time to time be
rendered to customers under the tradestyles listed on Exhibit 2.9 annexed hereto
(which,  together  with any new  tradestyles  used  after  the date  hereof  are
referred  to  collectively  as  the  "Tradestyles"   and   individually,   as  a
"Tradestyle").  As to the Tradestyles used by it, and the related Accounts,  the
Borrower hereby agrees that:

                                       -7-


<PAGE>

       (a) Each  Tradestyle  is a trade name and style  (and not an  independent
corporation  or other legal  entity) by which  Borrower may identify and sell or
Lease certain of its goods or services and conduct a portion of its business;

       (b)  All   Accounts  and  proceeds   thereof   (including   any  returned
merchandise)  which  arise  from the sale or  lease  of  goods or  rendition  of
services  invoiced  under the  Tradestyle  shall be owned solely by Borrower and
shall be subject to the  security  interests of Congress and other terms of this
Agreement.

       (c) All  assignments  or  confirmatory  schedules  of Accounts or chattel
paper  delivered  to  Congress  by  Borrower,  whether in the name of any of the
Tradestyles or Borrower, shall be executed by Borrower as owner of such assigned
Accounts or chattel paper, as the case may be; and


       (d) New Tradestyles may be used by Borrower,  but only if (i) Congress is
given at least thirty (30) days prior written  notice of the intended use of any
new Tradestyle,  which notice shall set forth the proposed new  Tradestyle,  and
the intended user(s) thereof and (ii) such supplemental  financing statements as
Congress  shall request shall be executed and delivered by the intended  user(s)
for filing by Congress prior to the use of such new Tradestyle.




                                             Very truly yours,

                                             EASTCO INDUSTRIAL SAFETY CORP.


                                             By: [ILLEGIBLE]
                                             ----------------------------------

                                             Title: V.P. Finance
                                             ----------------------------------

ACCEPTED:

CONGRESS FINANCIAL CORPORATION

By: /s/ [ILLEGIBLE]

Title: Vice President


                                       -8-
<PAGE>

[LOGO A CORESTATES COMPANY]

                                                           as of October 1, 1991

Congress Financial Corporation
1133 Avenue of the Americas
New York, New YOrk  10036

                              Re: Inventory Loans
                              -------------------

Gentlemen:

     Reference is made to the Accounts Financing Agreement [Security  Agreement]
between  us,  dated as of  October  1, 1991,  as from time to time  amended  and
supplemented (the "Accounts Agreement").

     Reference is also made to the Supplement to the Accounts Agreement, between
us, dated as of October  1, 1991, as from time to time amended and  supplemented
(the "Supplement").

     This agreement is (a) hereby  incorporated into the Accounts  Agreement and
Supplement  (b)  made a part  thereof  and  (c)  subject  to  the  other  terms,
conditions,  covenants and warranties thereof. All terms (including) capitalized
terms) used herein shall have the meanings  ascribed to them respectively in the
Accounts Agreement and Supplement, unless otherwise defined herein.

       1.     As used herein:

              a.  "Eligible   Inventory"   shall  mean  and  include   Inventory
              consisting of first quality  finished goods held for resale in the
              ordinary  course  of our  business  and  raw  materials  for  such
              finished  goods,  which are located at our premises and acceptable
              to you in all respects.  General  criteria for Eligible  Inventory
              may be  established  and  revised  from  time  to  time  by you in
              exclusive judgment. In determining such acceptability you may, but
              need not, rely on reports and schedules of Inventory  furnished to
              you by us, but reliance thereon by you from time to time shall not
              be deemed to limit your right to revise  standards of  eligibility
              at any  time.  In  general,  except in sole  discretion,  Eligible
              Inventory shall not include work in process,  components which are
              not part of finished  goods,  spare parts,  packaging and shipping
              materials, supplies used or consumed in our business, Inventory at
              the premises of third parties or subject to a security interest or
              lien in favor of any third party,  bill and hold goods,  Inventory
              which is not subject to your perfected security interest, returned
              and/or  defective  goods,  "seconds"  and  Inventory  purchased on
              consignment.


              b. "Value" shall mean cost or market price,  as determined by you,
              whichever is lower.

       2.     In addition  to loans which may be made by you to us,  pursuant to
              Section  2 of the  Accounts  Agreement,  you  shall,  in your sole
              discretion, make loans to us from time to time, at our request, of
              up  to  the  following  percentages  of  Value  of  the  following
              categories  of  Eligible  Inventory  (or such  greater  or  lesser
              percentages  thereof  as  you  shall,  in  your  sole  discretion,
              determine from time to time):

                     fifty percent (50%) of E1igib1e Inventory consisting
                     of raw materials and finished goods


       3.     Except  in  your  sole  discretion,   the  outstanding   aggregate
              principal amount of loans by you to us hereunder shall not exceed,
              at any time,  the lower of (a) the  aggregate  amount of the above
              percentages of Value of Eligible Inventory or (b) $2,500,000.

       4.     All loans made by you,  interest thereon and other sums owed by us
              to you  hereunder  shall be payable and  evidenced  as provided in
              Sections 2 and 3 of the Accounts Agreement.  Without limiting your
              right  to  demand  payment  of the  Obligations,  or  any  portion
              thereof,  in  accordance  with any  other  terms  of the  Accounts
              Agreement  and  Supplement,  in the  event  that  the  outstanding
              aggregate principal amount of loans by you to us hereunder exceeds
              such limit,  we shall remain liable therefor and the entire amount
              of such excess(es) shall, at your option,  become  immediately due
              and payable, upon your demand.




                                             Very truly yours,

                                             EASTCO INDUSTRIAL SAFETY CORP.
                                             ----------------------------------

                                             By: /s/ [ILLEGIBLE]
                                             ----------------------------------

                                             Title: V.P. Finance
                                             ----------------------------------


<PAGE>


                   INVENTORY AND EQUIPMENT SECURITY AGREEMENT
                   SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT
                              [SECURITY AGREEMENT]


Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036


Gentlemen:

     This  Inventory  and  Equipment  Security  Agreement  ("Supplement")  is  a
supplement to the Accounts Financing Agreement (Security  Agreement] between us,
dated as of October 1, 1991 (the  "Agreement").  This  Supplement  is (a) hereby
incorporated into the Agreement,  (b) made a part thereof and (c) subject to the
other terms, conditions.  covenants and warranties thereof. All terms (including
capitalized  terms)  used  herein  shall  have  the  meanings  ascribed  to them
respectively in the Agreement, unless otherwise defined in this Supplement.


Section 1. ADDITIONAL SECURITY INTEREST.

     As additional security for the prompt  performance,  observance and payment
in full  of all  Obligations,  we  hereby  grant  to you a  continuing  security
interest in, a lien upon, and a right of setoff  against,  and we hereby assign,
transfer, pledge and set over to you the followIng (which is and shall be deemed
part of the Collateral as defined and used in the Agreement):

     1.1. All raw  materials,  work in process,  finished  goods,  and all other
inventory of whatever  kind or nature,  wherever  located,  whether now owned or
hereafter   existing  or  acquired  by  us   ("Inventory"),   including  without
limitation, all wrapping.  packaging.  advertising,  shipping materials, and all
other goods  consumed in our business,  all labels and other  devices,  names or
marks affixed or to be affixed thereto for purposes of selling or of identifying
the same or the seller or manufacturer  thereof and all of our right,  title and
interest therein and thereto;

     1.2. All equipment,  machinery.  computers and computer hardware, vehicles,
tools,  dies,  jigs,  furniture,  trade fixtures and fixtures;  all attachments,
accessions and property now or hereafter  affixed  thereto or used in connection
therewith, substitutions and replacements thereof. wherever located, whether now
owned or hereafter acquired by us ("Equipment"),  including without  limitation,
all equipment listed on any Schedule A annexed hereto and made a part hereof;

     1.3. All books, records,  documents, other property and general intangibles
at any time relating to the inventory and the Equipment: and

     1.4. All products and proceeds of the  foregoing,  in any form.  including,
without limitation,  insurance proceeds and any claims against third parties for
loss or damage to or destruction of any or all of the foregoing.


Section 2. ADDITIONAL REPRESENTATIONS. WARRANTIES AND COVENANTS.

     We hereby represent, warrant and covenant to you the following (which shall
survive she execution and delivery of this  Supplement),  the truth and accuracy
of which,  and compliance  with,  being a continuing  condition of the making of
loans by you under the Agreement or any other supplement thereto:

     2.1. We are and shall be, with respect to the Equipment,  the owner of such
Equipment free from any lien,  security  interest,  claim and encumbrance of any
kind,  except  in your  favor and as set forth on  Schedule  B, if any,  annexed
hereto and made a part hereof.

     2.2. The only  locations of any Collateral  are those  addresses  listed on
Schedule  C annexed  hereto  and made a part  hereof.  Schedule C sets forth the
owner and/or  operator of the premises at such addresses for all locations which
we do not own and  operate  and all  mortgages.  if  any,  with  respect  to the
premises.  We shall not remove any Collateral from such locations,  without your
prior written  consent,  except for sales of Inventory in the ordinary course of
our business.

     2.3. We shall at all times maintain,  with financially  sound and reputable
insurers,  casualty and hazard  insurance with respect to the Collateral for not
less  than  its full  market  value  and  against  all  risks to which it may be
exposed. All such insurance policies shall be in such form,  substance,  amounts
and coverage as may be  satisfactory to you and shall provide for ten (10) days'
minimum prior cancellation notice in writing to you. You may act as attorney for
us in obtaining, adjusting, settling, amending and cancelling such insurance. We
shall  promptly (a) obtain  endorsements  to all  existing and future  insurance
policies  with respect to the  Collateral  specifying  that the proceeds of such
insurance shall be payable to you and us as our interests may appear and further
specifying that you shall be paid  regardless of any act,  omission or breach of
warranty  by us, (b) deliver to you an  original  executed  copy of, or executed
certificate of the insurance  carrier with respect to, such  endorcement and, at
your  request,  the  original or a certified  duplicate  copy of the  underlying
insurance  policy,  and  (c)  deliver  to  you  such  other  evidence  which  is
satisfactory to you of compliance with the provisions hereof.

     2.4.  We shall  promptly  notify you in writing of the details of any loss,
damage,  investigation,  action,  suit,  proceeding  or  claim  relating  to the
Collateral or which would result in any material adverse change in our business,
properties, assets goodwill or condition, financial or otherwise.

     2.5. At your option,  you may apply any  insurance  monies  received at any
time to the cost of repairs to or replacement for the Inventory and/or Equipment
and/or to payment of any of the  Obligations,  whether or not due,  in any order
and in such manner as you in your sole discretion, may determine.

     2.6. Upon your request,  at any time and from time to time,  *we shall,  at
our sole cost and  expense,  execute  and  deliver  to you  written  reports  or
appraisals as to the Inventory  and Equipment  listing all items and  categories
thereof,  describing  the  condition of same and setting forth the value thereof
(the lower of cost or market  value of the  Inventory  and the lower of net cost
less depreciation, fair market value and/or liquidation value of the Equipment),
in such form as in satisfactory, to you.

     2.7. We shall, at our own expense, keep the Equipment in first class order,
repair. running and marketable condition.

     2.8. We shall (a) use,  store and maintain the  Inventory and the Equipment
with all  reasonable  care and caution,  and (b) use the Inventory and Equipment
for lawful purposes only and in conformity with applicable laws,  ordinances and
regulations.  *but not more often than two (2) times per fiscal  year,  provided
there is not an Event of Default.



<PAGE>


     2.9. All inventory shall be produced in accordance with the requirements of
the  Federal  Fair  Labor  Standards  Act of 1938,  as  amended  and all  rules,
regulations and orders related thereto.

     2.10. The Inventory and the Equipment are and shall be used in our business
and not for personal, family, household or farming use.

     2.11. The Equipment is now and shall remain personal  property and we shall
not  permit  any of the  Equipment  to be or become a part of or affixed to real
property  without (a) prior written  notice to you and your written  consent and
(b) first making all arrangements,  and delivering or causing to be delivered to
you, such agreements and other documentation requested by you for the protection
and preservation of your security interest,  and liens, in form and satisfactory
to you, including,  without limitation,  waivers and subordination agreements by
any landlords or mortgagees of statutory and  non-statutory  liens and rights of
distraint.

     2.12. We assume all  responsibility  and liability arising from or relating
to the use, sale or other disposition of the Inventory and the Equipment.


Section 3. ADDITIONAL REMEDIES.

     Upon the occurrence of an Event of Default and at any time thereafter,  you
shall  have the right (in  addition  to any other  rights you may have under the
Agreement,  this Supplement or otherwise),  without notice to us at any time and
from time to time, in your  discretion,  with or without judicial process or she
aid or assistance of others and without cost to you:

     3.1.  To enter upon any  premises  on or in which any of the  Inventory  or
Equipment may be located and,  without  resistance or  interference  by us, take
possession of the Inventory and the Equipment;

     3.2. To complete processing, manufacturing and repair of all or any portion
of the Inventory;

     3.3.  To sell,  foreclose  or  otherwise  dispose of any part or all of the
inventory  and the  Equipment  on or in any of our  premises  or premises of any
other party

     3.4. To require us, at our expense,  to assemble and make  available to you
any  part or all of the  Inventory  and the  Equipment  at any  place  and  time
designated by you; and

     3.5.  To remove  any or all of the  Inventory  and the  Equipment  from any
premises  on or in which the same may be located,  for the purpose of  effecting
the sale, foreclosure or other disposition thereof or for any other purpose (and
if any of the Inventory or the Equipment consists of motor vehicles, you may use
our registrations and license plates).

     IN WITNESS  WHEREOF we have caused these presents to be duly executed as of
the 1st day of October 1991.




                                                EASTCO NOUSTRIAL TY CORP.

                                                By: /s/ [ILLEGIBLE]
                                                   ---------------------------

                                                Title: V.P. Finance
                                                      ------------------------


                                   SCHEDULE A
                        LIST AND DESCRIPTION OP EQUIPMENT


                            [INTENTIONALLY DELETED]