EXHIBIT 4.10

[LOGO]                                                                [Initials]





March 27, 2003


PERSONAL & CONFIDENTIAL

David Ruckert
President and CEO
Fiberstars, Inc.
44259 Nobel Drive
Fremont, CA  94538

Dear David

      RTX Securities  Corporation ("RTX") is pleased to act as financial advisor
to Fiberstars, Inc. (the "Company"). We will provide investment banking services
to the Company which includes  representing the Company in its efforts to obtain
financing  in the  form of a  private  investment  in  public  equity  (a  "PIPE
Transaction") (a "Capital Raising  Transaction").  The purpose of this letter is
to memorialize the terms of our engagement by the Company.

1.    Services.  In  connection  with  this  engagement,  RTX will  perform  the
      following services:

a.    Capital  Raising.  RTX will  assist  the  Company in its  capital  raising
      efforts.  RTX will  introduce  the Company to potential  investors who may
      have an interest in financing the Company and will advise the Company with
      respect to the proposed structure,  terms and conditions of the financing.
      RTX will clear any potential investors with the Company.  RTX will prepare
      the Company for investor visits,  management  presentations,  responses to
      requests  for data and other  activities.  RTX will  assist the Company in
      managing the process of negotiating  and closing the financing,  including
      the review of proposals from potential financing sources,  the formulation
      and presentation of counteroffers, the transaction documentation and other
      closing activities. The Company is free, at its sole discretion, to accept
      or reject the terms of any proposed financing.


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 2

                                                                      [Initials]

      2.  Information  Provided to RTX. In connection with our  engagement,  the
Company  has  agreed  to  furnish  to  RTX,  on a  timely  basis,  all  relevant
information  needed by RTX to perform under the terms of this agreement.  During
our engagement,  it may be necessary for us: to interview the management of, the
auditors for, and the consultants and advisors to, the Company; to rely (without
independent  verification)  upon data furnished to us by them; and to review any
financial and other reports relating to the business and financial  condition of
the Company as we may determine to be relevant under the circumstances.  In this
connection,  the Company will make  available to us such  information  as we may
request,  including  information  with  respect  to  the  assets,   liabilities,
earnings,  earning power, financial condition,  historical  performance,  future
prospects and financial  projections and the assumptions used in the development
of such  projections  of the Company.  We agree that all  nonpublic  information
obtained by us in connection  with our  engagement  will be held by us in strict
confidence  and will be used by us solely  for the  purpose  of  performing  our
obligations relating to our engagement.

      We do not assume any responsibility for, or with respect to, the accuracy,
completeness  or  fairness  of the  information  and data  supplied to us by the
Company or its  representatives.  In addition,  the Company acknowledges that we
will assume, without independent verification,  that all information supplied to
us with  respect  to the  Company  will be true,  correct  and  complete  in all
material respects and will not contain any untrue statements of material fact or
omit to state a material fact necessary to make the  information  supplied to us
not  misleading.  If at any time during the course of our engagement the Company
becomes  aware  of any  material  change  in any of the  information  previously
furnished to us, it will promptly advise us of the change.

      3. Scope of Engagement. The Company acknowledges that we will not make, or
arrange for others to make, an appraisal of any physical assets. Nonetheless, if
we  determine  after  review of the  information  furnished  to us that any such
appraisal  or  appraisals  are  necessary  or  desirable,  we will so advise the
Company  and,  if approved  by the  Company in  writing,  the costs  incurred in
connection with such appraisal(s) will be borne by the Company.

      RTX has been  engaged by the Company only in  connection  with the matters
described in this letter  agreement and for no other purpose.  We have not made,
and will assume no responsibility to make any  representation in connection with
our engagement as to any legal matter.  Except as specifically  provided in this
letter  agreement,  RTX shall not be required to render any advice or reports in
writing or to perform any other services.

      4. Term of  Engagement.  Our  representation  on an  exclusive  basis will
continue  for a period of twelve  months from the date this letter  agreement is
executed


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 3

                                                                      [Initials]

with RTX;  however either party may terminate the  relationship at any time upon
thirty days written notice to the other party. Notwithstanding the foregoing, in
the event of  termination or expiration of this  agreement,  RTX's full retainer
and  expenses  incurred  will be  payable  in full  and  your  obligation  under
paragraph 5 to pay any  applicable  Financing  Completion  Fee will continue for
three months following the termination of this agreement.

      5. Fees and Expenses. As compensation for our professional  services,  RTX
will  receive a  non-refundable  financial  advisory  retainer  of $25,000  upon
execution of this letter agreement by the Company;  or in lieu of the $25,000 up
front  fee,  the  Company  may pay to RTX a monthly  financial  advisory  fee of
$10,000  for the first four months of its  engagement  ($40,000  total).  If the
Company  chooses to pay RTX the monthly  financial  advisory fee, the first such
monthly  $10,000 fee will be payable upon execution of this letter  agreement by
the  Company.  The  retainer  payment(s)  paid to RTX may be used as a  one-time
credit  against the  compensation  payable  under  clause  5(a)(i),  only if the
Financing Completion Fee equals or exceeds $150,000.  The Company also agrees to
reimburse our reasonable out-of-pocket expenses (including,  but not limited to,
messenger,  overnight  courier,  printing,  travel and  counsel  fees),  up to a
maximum of $15,000;  subject to the provisions of Appendix A, in connection with
any  dispute or  controversy  arising in  connection  with the  Capital  Raising
Transaction, such additional out-of-pocket expenses shall be promptly reimbursed
to RTX by the Company. Any expense exceeding $15,000 must be approved in writing
by the Company.

Additional performance-based compensation for our services will be as follows:

      a.    Capital Raising.

            (i)   Financing  Completion Fee. At the time the transaction closes,
                  RTX will be paid a cash Financing Completion Fee equal to 6.0%
                  of  the  total  amount  of  capital   raised  from   investors
                  introduced  to the  Company  by RTX or  from  other  investors
                  during the time  period  while RTX is acting as the  Company's
                  financial advisor under this agreement (the "Investors").

            (ii)  Warrants.  RTX will receive  warrants to purchase common stock
                  in an amount  equal to 6.0% of the  amount  of  common  shares
                  purchased by the  Investors in the  transaction.  The warrants
                  will be exercisable at a price per share of common stock equal
                  to  warrant  price and terms  agreed to by  investors  in this
                  financing. If there is no warrant component of this financing,
                  the  warrants  will be  exercisable  at a price  per  share of
                  common  stock  equal to the  closing  price  of the  Company's
                  common  stock as reported by the


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 4

                                                                      [Initials]


                  appropriate  exchange  on the  date  the  transaction  closes,
                  adjusted  for  conversion,  stock  splits  or  other  dilutive
                  events. The warrants will also include piggyback  registration
                  rights, a net exercise provision, and will have a term of five
                  years from the transaction closing date.

      6.  Indemnity  and  Contribution.  The parties agree to the terms of RTX's
standard indemnification  agreement,  which is attached hereto as Appendix A and
incorporated  herein by  reference.  The  provisions  of this  paragraph 6 shall
survive any termination of this Agreement.

      7. Other Business. The Company understands that if RTX is asked to act for
the Company in any other formal additional  capacity relating to this engagement
but not specifically  addressed in this letter, such as acting as an underwriter
in  connection  with the  issuance  of  securities  by the  Company,  then  such
activities shall constitute separate engagements and the terms and conditions of
any such additional engagements will be embodied in one or more separate written
agreements,  containing  provisions  and  terms  to  be  mutually  agreed  upon,
including  without  limitation  appropriate   indemnification   provisions.  The
indemnity   provisions  in  Appendix  A  shall  apply  to  any  such  additional
engagements, unless superseded by an indemnity provision set forth in a separate
agreement  applicable to any such  additional  engagements,  and shall remain in
full force and effect regardless of any completion,  modification or termination
of RTX's engagement(s).

      8. Other RTX Activities.  RTX is a full service securities firm engaged in
securities  trading and brokerage  activities as well as investment  banking and
financial advisory services. In the ordinary course of our trading and brokerage
activities, RTX or its affiliates may hold positions, for its own account or the
accounts of customers, in equity, debt or other securities of the Company.

      9. Compliance with Applicable Law. In connection with this engagement, the
Company  and RTX will  comply  with all  applicable  federal,  state and foreign
securities laws and other applicable laws.

      10. Independent Contractor. RTX is and at all times during the term hereof
will remain an  independent  contractor,  and nothing  contained  in this letter
agreement will create the relationship of employer and employee or principal and
agent as between the Company and RTX or any of its employees.  Without  limiting
the  generality of the  foregoing,  all final  decisions with respect to matters
about which RTX has  provided  services  hereunder  shall be solely those of the
Company,  and RTX shall have no liability relating thereto or arising therefrom.
RTX shall have no authority to bind or act for the Company in any respect. It is
understood that RTX responsibility to the

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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 5

                                                                      [Initials]

Company is solely  contractual  in nature and that RTX does not owe the Company,
or any other party, any fiduciary duty as a result of its engagement.

      11.  Best  Efforts  Engagement  for  Capital  Raising.   It  is  expressly
understood and  acknowledged  that RTX's engagement for Capital Raising does not
constitute any commitment,  express or implied,  on the part of RTX or of any of
its  affiliates to purchase or place the Company's  securities or to provide any
type of financing and that any Capital  Raising  engagement will be conducted by
RTX on a "best  efforts"  basis.  It is further  understood  that RTX's services
hereunder  shall be subject to, among other things,  satisfactory  completion of
due diligence by RTX, market  conditions,  the absence of adverse changes to the
Company's business or financial condition, approval of RTX's internal commitment
committee and any other  conditions that RTX may deem appropriate for placements
of such nature.

      12. Successors and Assigns.  This letter agreement and all obligations and
benefits of the parties  hereto shall bind and shall inure to their  benefit and
that of their respective  successors and assigns. The indemnity and contribution
provisions  incorporated  into this letter agreement are for the express benefit
of the  officers,  directors,  employees,  consultants,  agents and  controlling
persons of RTX and their respective successors and assigns.

      13. Announcements.  The Company grants to RTX the right to place customary
announcement(s)   of  this   engagement  in  certain   newspapers  and  to  mail
announcement(s)  to persons  and firms  selected  by RTX,  and all costs of such
announcement(s) will be borne by RTX.

      14.   Arbitration.   Any  dispute  between  the  parties   concerning  the
interpretation,  validity or performance of this letter  agreement or any of its
terms and provisions shall be submitted to binding  arbitration in San Francisco
County,  California,  before  the  American  Arbitration  Association,  and  the
prevailing party in such arbitration shall have the right to have any award made
by  the  arbitrators  confirmed  by  a  court  of  competent  jurisdiction.  The
provisions  of  Section  1283.05  of the  California  Code of  Civil  Procedure,
authorizing the taking of depositions and obtaining discovery,  are incorporated
herein by this reference and shall be applicable to any such arbitration.

      15. General Provisions.  No purported waiver or modification of any of the
terms of this letter  agreement  will be valid unless made in writing and signed
by the parties hereto.  Section  headings used in this letter  agreement are for
convenience  only, are not a part of this letter  agreement and will not be used
in construing any of the terms hereof.  This letter  agreement  constitutes  and
embodies the entire  understanding  and agreement of the parties hereto relating
to  the  subject   matter  hereof,   and  there  are  no  other   agreements  or
understandings,  written or oral, in effect between the parties  relating to the
subject matter hereof. No representation, promise, inducement or


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 6

                                                                      [Initials]

statement of intention has been made by either of the parties hereto which is to
be embodied in this letter  agreement,  and none of the parties  hereto shall be
bound by or  liable  for any  alleged  representation,  promise,  inducement  or
statement of  intention,  not so set forth  herein.  No provision of this letter
agreement shall be construed in favor of or against either of the parties hereto
by  reason  of the  extent  to  which  either  of  the  parties  or its  counsel
participated in the drafting  hereof.  If any provision of this letter agreement
is  held  by a  court  of  competent  jurisdiction  to be  invalid,  illegal  or
unenforceable,  the remaining  provisions hereof shall in no way be affected and
shall remain in full force and effect.  In case of any litigation or arbitration
between  the  parties  hereto,  the  prevailing  party  shall be entitled to its
reasonable legal fees. This letter agreement is made and entered in the State of
California,  and the laws of that state relating to contracts made in, and to be
performed   entirely   in,  the  State  shall   govern  the   validity  and  the
interpretation  hereof.  This letter  agreement may be executed in any number of
counterparts and by facsimile signature.


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 7

                                                                      [Initials]

      If the foregoing correctly sets forth your understanding of our agreement,
please sign the enclosed copy of this letter and return it to RTX,  whereupon it
shall constitute a binding agreement between us.

                                    Very truly yours,

                                    RTX SECURITIES



                                    By: /s/ Greg Curhan
                                        ----------------------------------------
                                                      Greg Curhan
                                                       President

      The  undersigned  hereby  accepts,  agrees  to and  becomes  party  to the
foregoing letter agreement, effective as of the date first written above.

FIBERSTARS, INC.



By: /s/ Robert A. Connors
    ------------------------------------
         Robert A. Connors
                CFO


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

                                                                      [Initials]


                      APPENDIX A--INDEMNIFICATION AGREEMENT

The  Company  agrees  to  indemnify  and  hold  harmless  RTX and its  officers,
directors,  employees,  consultants,  attorneys,  agents and controlling persons
(within the meaning of Section 15 of the Securities Act of 1933, as amended,  or
Section 20 of the  Securities  Exchange Act of 1934,  as amended)  (RTX and each
such other persons are  collectively  and  individually  referred to below as an
"Indemnified Party") from and against any and all loss, claim, damage, liability
and expense whatsoever, as incurred,  including, without limitation,  reasonable
costs of any  investigation,  legal  and other  fees and  expenses  incurred  in
connection  with,  and any amounts paid in  settlement  of, any action,  suit or
proceeding  or any claim  asserted,  to which the  Indemnified  Party may become
subject under any applicable federal or state law (whether in tort,  contract or
on any  other  basis)  or  otherwise,  and  related  to the  performance  by the
Indemnified Party of the services contemplated by this letter agreement and will
reimburse  the  Indemnified  Party for all  expenses  (including  legal fees and
expenses)  as they  are  incurred  in  connection  with  the  investigation  of,
preparation  for or defense of any pending or threatened  claim or any action or
proceeding  arising  therefrom,  whether or not the Indemnified Party is a party
and whether or not such claim,  action or  proceeding is initiated or brought by
the Company. The Company will not be liable under the foregoing  indemnification
provision to the extent that any loss,  claim,  damage,  liability or expense is
found in a final  judgment  by a court or  arbitrator,  not subject to appeal or
further appeal, to have resulted from the Indemnified Party's bad faith, willful
misconduct  or gross  negligence.  The Company also agrees that the  Indemnified
Party shall have no liability (whether direct or indirect, in contract,  tort or
otherwise) to the Company  related to, or arising out of, the  engagement of the
Indemnified  Party pursuant to, or the performance by the  Indemnified  Party of
the services  contemplated  by, this letter  agreement except to the extent that
any loss, claim, damage,  liability or expense is found in a final judgment by a
court or arbitrator,  not subject to appeal or further appeal,  to have resulted
from the indemnified party's bad faith, willful misconduct or gross negligence.

If the indemnity  provided above shall be  unenforceable  or unavailable for any
reason whatsoever,  the Company, its successors and assigns, and the Indemnified
Party shall  contribute to all such losses,  claims,  damages,  liabilities  and
expenses (including,  without limitation, all costs of any investigation,  legal
or other fees and expenses  incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted) (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company  and RTX  under  the  terms  of  this  letter  agreement  or (ii) if the
allocation  provided  for by clause (i) of this  sentence  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits referred to in clause (i), but also the relative fault of the
Company and RTX in connection with the matter(s) as to which  contribution is to
be made. The relative  benefits  received by the Company and RTX shall be deemed
to be in the same  proportion as the fee the Company  actually pays to RTX bears
to the total value of the consideration paid or to be paid to the Company and/or
the Company's  shareholders  in the Capital  Raising  Transaction.  The relative
fault of the Company and RTX shall be  determined  by reference  to, among other
things,  whether any untrue or alleged  untrue  statement  of  material  fact or
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or by RTX and the Company's and RTX's  relative  intent,
knowledge, access to information and opportunity to correct. The Company and RTX
agree that it would not be just or  equitable if  contribution  pursuant to this
paragraph  were  determined  by pro rata  allocation  or by any other  method of
allocation  which does not take into  account  these  equitable  considerations.
Notwithstanding the foregoing, to the extent permitted by law, in no event shall
the Indemnified Party's share of such losses, claims,  damages,  liabilities and
expenses  exceed,  in the  aggregate,  the fee actually paid to the  Indemnified
Party by the Company.


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669
<PAGE>

Fiberstars, Inc.
March 17, 2003
Page 9

                                                                      [Initials]

The  Indemnified  Party will give  prompt  written  notice to the Company of any
claim for  which it seeks  indemnification  hereunder,  but the  omission  to so
notify the Company will not relieve the Company from any liability  which it may
otherwise  have  hereunder  except to the extent  that the Company is damaged or
prejudiced  by such  omission or from any liability it may have other than under
this  Appendix A. The Company  shall have the right to assume the defense of any
claim,  lawsuit or action  (collectively  an "action") for which the Indemnified
Party seeks indemnification  hereunder,  subject to the provisions stated herein
with counsel reasonably satisfactory to the Indemnified Party. After notice from
the Company to the  Indemnified  Party of its  election so to assume the defense
thereof,  and so long as the Company  performs its obligations  pursuant to such
election,  the Company will not be liable to the Indemnified Party for any legal
or other expenses  subsequently  incurred by the Indemnified Party in connection
with the defense  thereof  other than  reasonable  costs of  investigation.  The
Indemnified  Party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof at its own expense;  provided,
however,  that the reasonable  fees and expenses of such counsel shall be at the
expense of the Company if the named  parties to any such action  (including  any
impleaded  parties)  include both the Indemnified  Party and the Company and the
Indemnified Party shall have reasonably  concluded,  based on advice of counsel,
that there may be legal defenses  available to the  Indemnified  Party which are
different  from, or in conflict  with, any legal defenses which may be available
to the Company  (in which  event the Company  shall not have the right to assume
the  defense  of such  action  on  behalf  of the  Indemnified  Party,  it being
understood,  however,  that the Company  shall not be liable for the  reasonable
fees  and  expenses  of  more  than  one  separate  firm  of  attorneys  for all
Indemnified  Parties in each  jurisdiction in which counsel is needed).  Despite
the  foregoing,  the  Indemnified  Party shall not settle any claim  without the
prior written approval of the Company,  which approval shall not be unreasonably
withheld,  so long as the Company is not in material  breach of this Appendix A.
Also,  each  Indemnified  Party shall make  reasonable  efforts to mitigate  its
losses and liabilities. In addition to the Company's other obligations hereunder
and without  limitation,  the Company  agrees to pay  monthly,  upon  receipt of
itemized  statements  therefor,  all  reasonable  fees and  expenses  of counsel
incurred by an Indemnified Party in defending any claim of the type set forth in
the preceding paragraphs or in producing  documents,  assisting in answering any
interrogatories,  giving any deposition testimony or otherwise becoming involved
in any action or response to any claim  relating to the  engagement  referred to
herein, or any of the matters enumerated in the preceding paragraphs, whether or
not any claim is made against an Indemnified  Party or an  Indemnified  Party is
named as a party to any such action.


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     100 Pine Street, Suite 500, San Francisco, CA 94111 tel: (415) 273-3850
                               fax: (415) 274-5669