BACOU USA INC, 10-K, 1998-03-27

BACOU USA INC
10-K, 1998-03-27
OPHTHALMIC GOODS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED:

DECEMBER 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 0-28040

BACOU USA, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 05-0470688
(State or other jurisdiction of incorporation or
organization) (I.R.S. Employer Identification No.)
10 THURBER BOULEVARD, SMITHFIELD, RI 02917-1896
(Address of principal executive offices) (Zip Code)
</TABLE>

02917-1896
(Zip Code)

Registrant's telephone number, including area code: (401) 233-0333

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001
PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock of the registrant held by
nonaffiliates of the registrant computed on the basis of $17 1/2 per share (the
closing price of such stock on March 2, 1998 on The Nasdaq Stock Market):
$87,172,995.

As of March 2, 1998, there were 17,593,914 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for the 1998 Annual Meeting of Stockholders (to be filed
with the Securities and Exchange Commission on or before April 30, 1998) is
incorporated by reference in Part III hereof.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
DESCRIPTION PAGE NUMBER
----------- -----------
<S> <C> <C>
PART I
Item 1 Business.................................................... 1

Item 2 Properties.................................................. 9

Item 3 Legal Proceedings........................................... 9

Item 4 Submission of Matters to a Vote of Security Holders......... 9

PART II
Item 5 Market for the Registrant's Common Stock and Related
Stockholder Matters......................................... 9

Item 6 Selected Financial Data..................................... 10

Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 11

Item 8 Financial Statements and Supplementary Data................. 19

Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 35

PART III
Item 10 Directors and Executive Officers of the Registrant.......... 35

Item 11 Executive Compensation...................................... 35

Item 12 Security Ownership of Certain Beneficial Owners and
Management.................................................. 35

Item 13 Certain Relationships and Related Transactions.............. 35

PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 35

Signatures.............................................................. 40

</TABLE>
<PAGE> 3

PART I

ITEM 1. BUSINESS

GENERAL

Bacou USA, Inc. (the "Company" or "Bacou") designs, manufactures and sells
products that protect the sight, hearing and respiratory systems of workers
against occupational hazards, as well as related instrumentation including
vision screeners, gas monitors and respiratory test equipment. The Company's
products, which are marketed under the brand names Biosystems, Howard Leight
Industries, Lase-R Shield, Pro-Tech, Survivair, Titmus and Uvex, are sold
principally to industrial safety distributors, fire service distributors and
optical laboratories.

RECENT DEVELOPMENTS

Effective February 27, 1998, the Company acquired substantially all assets
and assumed substantially all liabilities of Howard S. Leight & Associates, Inc.
d/b/a Howard Leight Industries, a California corporation with its principal
business location in San Diego, California, for cash consideration of
approximately $120.0 million. Howard Leight Industries is a manufacturer of
hearing protection products including disposable ear plugs, reusable ear plugs
and ear muffs. Operating results of Howard Leight Industries will be included in
the consolidated financial statements of the Company beginning with the
acquisition date.

During 1997 the Company initiated a project to integrate various aspects of
the operations of certain subsidiaries. An initial step in the project is the
reorganization of all operating subsidiaries having similar distribution
channels into one company. In December 1997 the Company established Bacou USA
Safety, Inc. (Bacou Safety), combining Uvex Safety, Inc., Lase-R Shield, Inc.,
Survivair, Inc. (Survivair), and Pro-Tech Respirators, Inc. into Bacou Safety.
The operations of Uvex Safety, Inc. and Lase-R Shield, Inc., with the exception
of the manufacturing operations of these businesses, are now conducted as the
Uvex Safety Division of Bacou Safety. The operations of Survivair and Pro-Tech
Respirators, Inc. are now conducted as the Survivair Division of Bacou Safety.
Effective December 10, 1997 the Company organized Uvex Safety Manufacturing,
Inc. as a subsidiary of Bacou Safety for the purpose of conducting all
manufacturing operations for the production of UVEX(R) brand and Lase-R Shield
brand eyewear products. Concurrent with the acquisition of Howard Leight
Industries the Company began to operate this business as the Howard Leight
Division of Bacou Safety. During 1998 the Company intends to merge Biosystems,
Inc. (Biosystems) into Bacou Safety and, subsequently, operate this business as
the Biosystems Division of Bacou Safety. Titmus Optical, Inc. will continue to
operate as a wholly-owned subsidiary of Bacou.

The Company acquired all of the capital stock of Biosystems, a manufacturer
of gas monitors and equipment for testing self-contained breathing apparatus, on
September 30, 1997. The initial acquisition price was approximately $13.5
million payable in common stock of the Company, however, the initial acquisition
price may be increased if the operating results of Biosystems in the year 2000
exceed certain defined thresholds. The Company acquired all of the outstanding
capital stock of Comasec Holdings, Inc. (Comasec) on May 30, 1997. The assets of
Comasec consisted primarily of its wholly-owned subsidiary Survivair, a
manufacturer of respiratory protection products. The acquisition was effected
through merger and redemption transactions which have been accounted for as a
purchase of all of the outstanding common stock of Comasec for $27.4 million in
cash, subject to certain closing adjustments. The Company made a non-material
acquisition of the assets of Lase-R Shield, Inc. in June 1997. Collectively the
acquisitions of Survivair, Biosystems and Lase-R Shield are referred to as the
"1997 Acquisitions."

The Company has computer applications that are not currently year 2000
compliant. During 1997 the Company completed an evaluation of its computer
applications and initiated a project to correct identified year 2000
deficiencies. A further discussion of this matter has been included within
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
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PRODUCTS

Protective Eyewear and Vision Screening Equipment

The Company sells Uvex brand non-prescription protective eyewear in a wide
variety of styles of spectacles and goggles. All Uvex products have
polycarbonate lenses, which provide an impact resistant barrier. The lenses are
protected by proprietary coatings which provide superior resistance to scratches
and fogging. The Company also sells application specific protective eyewear,
including laser protective eyewear under the Uvex, LaserVision and Lase-R Shield
brands. The Company also sells Titmus brand metal and plastic frames for
prescription protective eyewear, which accommodate corrective lenses and, when
completed with lenses, meet the standards for protective eyewear. Bacou sells
Titmus brand occupational vision screening equipment, used to determine whether
an eye exam should be administered for prescribing corrective lenses.

Air Purifying Respirators and Supplied Air Respirators

The Company sells a complete line of reusable half mask and full face mask
air purifying respirators under the Survivair and Pro-Tech brand names, as well
as hazard specific cartridges and filters for removing various contaminants from
the air. The Company also sells Survivair brand self-contained breathing
apparatus for industrial and fire protection applications, as well as air line
respirators. Supplied air respirators provide an independent source of
breathable air for workers in atmospheres immediately dangerous to their life or
health.

Gas Detectors and Test Equipment for Self-Contained Breathing Apparatus

The Company sells Biosystems brand gas monitors and detectors, which sense
and report the levels of certain gases in the atmosphere of a work site and
identify hazardous conditions. The Company also sells PosiChek SCBA
test-benches, which are computer controlled, automatic test-systems used to
dynamically evaluate the proper performance of self-contained breathing
apparatus.

Hearing Protection

The Company sells a full range of Howard Leight Industries brand hearing
protection products, which reduce the risk of long-term hearing loss from
exposure to excessive noise levels. Products include disposable and reusable
earplugs, corded ear plugs, banded ear plugs, and ear muffs. Additionally, the
Company sells Howard Leight Industries brand ear plug dispensers for easy
distribution of hearing protection to workers.

Backlog

The Company's backlog totaled approximately $6.0 million at December 31,
1997 and $2.1 million at December 31, 1996.

MARKETING, SALES AND DISTRIBUTION

The Company's products are sold principally through industrial safety
distributors. Additional channels of distribution differ by product line. Laser
protective eyewear products are sold in markets serving medicine, industry,
research laboratories and universities, and worldwide by laser manufacturers as
accessories with their products. Optical laboratories and optical retailers are
the main channels for distribution of the Company's frames for prescription
protective eyewear. Fire service distributors sell Survivair self-contained
breathing apparatus and Biosystems gas detectors and respiratory test equipment.
Uvex, Howard Leight, and Pro-Tech products are also marketed in the
do-it-yourself consumer and retail markets. Howard Leight Industries products
are also sold in the sport shooting market. All of the Company's products are
marketed internationally, with Uvex brand products contractually limited to
exports in North, South and Central America.

MANUFACTURING OPERATIONS

Eye Protection Products

The Company uses a highly automated injection molding process to
manufacture the frames and lenses of its Uvex brand non-prescription protective
eyewear. Frame components are molded in nylon, propionate and polyvinylchloride,
and the lenses are molded from polycarbonate resin pellets. The Company manufac-

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tures Titmus brand frames for prescription protective eyewear in both metal and
plastic. Metal products are made from wire in a process that includes cutting,
bending, shaping, soldering, plating and colorizing. Plastic frames are produced
by a computer controlled milling operation. Vision screeners are assembled using
component parts manufactured by outside vendors.

Air Purifying Respirators and Supplied Air Respirators

The Company manufactures respirator bodies, cartridge and filter bodies,
and certain other parts using injection and compression molding techniques. The
Company produces most of its metal regulator parts using computer assisted
machining operations. Finished respirators are assembled using these
manufactured parts and components manufactured by outside vendors. Cartridges
and filters for air purifying respirators are filled using high-speed, automated
folding, filling and sealing machines.

Gas Detectors and Test Equipment for Self-Contained Breathing Apparatus

The Company's gas detection products and test equipment for self-contained
breathing apparatus are assembled using component parts manufactured by outside
vendors. Component parts are requisitioned using a just-in-time approach, and
material tracking is based on kanbans and electronically initiated inventory
replenishment. Products are assembled using work cells.

Disposable and Reusable Ear Plugs and Ear Muffs

The Company manufactures its ear plug products using proprietary, high
volume automated machinery and equipment which molds polyurethane foam and
polyvinylchloride into ear plugs. Injection molding is used by the Company to
produce head bands for its banded ear plug products and ear muff bodies. All
products are assembled by the Company, except for two product lines of completed
ear muffs which are manufactured by outside vendors.

RAW MATERIALS

The Company's raw materials are generally available from multiple sources.
Although single sources of supply are used for many raw materials, all of the
Company's raw materials are currently readily available. The Company currently
satisfies its requirements for (i) polycarbonate resin -- the primary raw
material for production of non-prescription protective eyewear, (ii)
polyurethane pre-polymer -- the primary raw material for production of foam
hearing protection products and (iii) certain sensors -- the primary component
of gas detection equipment, through single sources of supply. The loss of any
source of supply for these and other raw materials, any disruption in such
source's business or failure by it to meet the Company's needs on a timely
basis, could cause shortages in raw materials and could have a material adverse
effect on the Company's results of operations.

PRINCIPAL CUSTOMERS

The Company had no individual customers that accounted for 10% or more of
consolidated net sales in either 1997 or 1996. Sales to W.W. Grainger and its
subsidiaries and to United American Sales accounted for 12% and 10%,
respectively, of the Company's net sales during the fiscal year ended July 31,
1995. The loss of these or other principal customers could have a material
adverse effect on the Company's operations and financial condition.

COMPETITION

The personal protective equipment industry is highly fragmented, with
industry participants ranging in size from small companies focusing on single
types of personal protective equipment, to a few large multinational
corporations which manufacture and supply many types of personal protective
equipment. The Company believes that participants in the personal protective
equipment industry compete primarily on the basis of product characteristics
(such as design, style, fashion and functional performance), brand name
recognition, service and price.

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The Company's astrospec family of eyewear products has enjoyed significant
success resulting in many competitive copies produced overseas, imported to the
United States and sold at lower price points than comparable UVEX(R) brand
products. Although the Company has taken steps to introduce new, lower-priced
products to compete in that market segment, astrospec copies may continue to
enjoy success in the marketplace against the astrospec family of eyewear
products. Sales of the astrospec family of eyewear products, including
replacement lenses for such products, as a percentage of consolidated net sales,
were 39.6% for the year ended December 31, 1997, 49.5% for the year ended
December 31, 1996 and 68.8% for the fiscal year ended July 31, 1995. Sales of
the astrospec family of products as a percentage of consolidated net sales has
declined in recent years due to increases in net sales resulting from acquired
businesses. An actual decline in demand for the astrospec family of products
would adversely affect the Company's results of operations and financial
condition.

To maintain its market position, the Company must be competitive in the
area of brand image, distribution, design, style, customer service, quality and
price. Individual competitors have advantages and strength in different sectors
of the industry, in different products and in different areas, including
manufacturing and distribution systems, geographic market presence, customer
service and support, breadth of applications, delivery time and price. There can
be no assurance that the Company will be able to compete successfully against
current and future competitors or that the competitive pressures faced by the
Company will not adversely affect its financial condition or operations.

INTELLECTUAL PROPERTY

It is the Company's policy to protect its intellectual property through a
range of measures, including trademarks, patents and confidentiality
agreements.These rights are protected through the filing of applications for and
registrations of trademarks and patents whenever such filings would provide
greater protection than maintaining such information as unpatented trade
secrets.

The Company owns the trademark UVEX(R) for use in connection with
protective eyewear and other safety products in all countries in North, Central
and South America. Uvex Sports GmbH & Co. KG and Uvex Arbeitsschutz GmbH
(together with their affiliates "Uvex Germany") has the right to use the UVEX(R)
name in connection with sports products throughout the world and personal
protective equipment products in countries outside of North, Central and South
America. Pursuant to its agreement with Uvex Germany, the Company may sell
personal protective equipment, including the astrospec family of products, under
the UVEX(R) brand name only in North, Central and South America. The agreement
also prohibits the Company from selling sports products, such as sunglasses or
protective eyewear for sport activities, under the UVEX(R) brand name regardless
of geographic area.

The Company also relies upon unpatented trade secrets for the protection of
certain intellectual property rights. The Company protects its trade secrets by
requiring certain of its employees, consultants and other suppliers, customers,
agents and advisors to execute confidentiality agreements upon the commencement
of employment or other relationships with the Company. These agreements provide
that all confidential information developed by or made known to the individual
or entity during the course of the relationship with the Company is to be kept
confidential and not disclosed to third parties except in certain circumstances.
There can be no assurance, however, that these agreements will provide
meaningful protection for the Company's proprietary information or adequate
remedies in the event of the unauthorized use or disclosure of such information.
In addition, no assurance can be given that others will not independently
develop substantially equivalent proprietary information and technologies,
otherwise gain access to the Company's trade secrets or disclose such technology
or that the Company can meaningfully protect its rights to unpatented trade
secrets. Further, there can be no assurance that infringement or invalidity
claims will not be asserted against the Company in the future. The costs of
defending such claims, or an unfavorable determination with respect to
litigation based on such claims, could have a material adverse effect on the
Company's business and financial condition.

ENVIRONMENTAL MATTERS

The Company is subject to federal, state and local environmental laws,
regulations and ordinances that (i) govern activities or operations that may
have adverse environmental effects (such as emissions to air,

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discharges to water, and the generation, handling, storage and disposal of solid
and hazardous wastes) or (ii) impose liability for the costs of cleanup or other
remediation of contaminated property, including damages from spills, disposals
or other releases of hazardous substances or wastes, in certain circumstances
without regard to fault. The Company's manufacturing operations routinely
involve the handling of chemicals and wastes, some of which are or may become
regulated as hazardous substances. The Company has not incurred, and does not
expect to incur, any significant expenditures or liabilities for environmental
matters. As a result, the Company believes its obligations to comply with
environmental regulations will not have a material adverse effect on its
business or financial condition.

EMPLOYEES

At December 31, 1997, the Company employed 940 people on a full-time basis.
Approximately 280 employees comprise a bargaining unit represented by the United
Steelworkers of America (AFL-CIO-CLC) under a contract which expires on
September 13, 2000. The Company considers its relationship with its employees to
be good and the Company has not experienced any work stoppages.

GOVERNMENT REGULATION AND INDUSTRIAL STANDARDS

Government regulation mandating the use of personal protective equipment
for certain job classifications and work site environments is the most
significant factor in the creation of demand for personal protective equipment.
OSHA generally regulates the workplace environments in which personal protective
equipment must be worn and specifies the standards which such equipment must
meet. Other government agencies further regulate the use of personal protective
equipment and issue standards concerning the design and functionality of such
equipment. The Company believes it is in compliance in all material respects
with the regulations and standards of these agencies, and non-compliance with
such regulations and standards in the past has not had a material effect on its
business.

The primary users of the Company's personal protective equipment products
are industrial workers in the United States. As a result, decreases in general
employment levels of industrial workers may have an adverse effect on the
Company's sales. The Company's sales may also be adversely affected by changes
in safety regulations covering industrial workers in the United States and in
the level of enforcement of such regulations. Changes in regulations could
reduce the need for and the utility of certain products manufactured by the
Company.

The United States and Canadian regulatory agencies each mandate that the
Company's products meet performance standards established by private groups,
such as the American National Standards Institute ("ANSI") and the Canadian
Standards Association ("CSA"), respectively. The Company's eyewear products are
subject to the latest series of applicable standards, which currently include
ANSI Industrial Standard Z87.1-1989 and CSA Z94.3-1992. These standards require
that protective eyewear be tested for optical performance, high velocity impact,
high mass impact and other integral product performance features. The Company
maintains and operates on-site testing labs at its Smithfield, Rhode Island and
Petersburg, Virginia facilities which are equipped to perform necessary tests.

OSHA specifies that respiratory protective equipment must meet
application-specific performance standards which are set by NIOSH (National
Institute for Occupational Safety and Health). In addition, many respiratory
products require approval by NFPA (National Fire Protection Association). In
order to achieve regulatory approval, the Company maintains and operates an
on-site lab at its Santa Ana, California facility which is equipped to conduct
all necessary tests under NIOSH, NFPA and other respiratory standards.

The Company's hearing protection products are subject to ANSI Industrial
Standard S12.6-1984. The Company's facility in San Diego, California includes a
certified audiometric testing lab which exceeds standards and procedures
outlined by regulatory requirements and the Audiology Society of America.

SEGMENT INFORMATION

For purposes of segment reporting, the Company considers its operations to
be within a single industry.

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MANAGEMENT

The names, positions, ages and business experiences during the past five
years of the executive officers of the Company and its principal subsidiaries or
divisions, as of March 16, 1998 are set forth below:

<TABLE>
<CAPTION>
NAME POSITION WITH THE COMPANY AGE
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<S> <C> <C>
Walter Stepan.............. Vice Chairman, President and Chief Executive Officer; 59
Chairman and Chief Executive Officer of Bacou USA Safety,
Inc.; Chairman, President and Chief Executive Officer of Uvex Safety
Manufacturing, Inc., President of Uvex Safety, Chairman of Titmus,
Chairman of Biosystems

Philip B. Barr, Jr......... Executive Vice President, Chief Financial Officer, 46
Treasurer and Secretary; Vice Chairman of Bacou USA Safety, Inc.

Jeffrey T. Brown........... Corporate Controller and Chief Accounting Officer 38

Adrien W. Hebert........... Manager of Corporate Development 47

Barry J. Kadets............ Chief Information Officer 55

J. Michael Vittoria........ Director of Human Resources 42

Raymond R. Baker........... Senior Vice President -- Manufacturing and General Manager of Uvex 50
Safety Manufacturing

John J. Bell............... President of Survivair 53

Bradford L. Brooks......... President and Chief Executive Officer of Titmus 45

John F. Burt, Jr.*......... President of Biosystems 55

Joseph H. Burt*............ Vice President -- Sales of Biosystems 53

John Dean.................. President and Chief Operating Officer of Bacou USA Safety, Inc., 48
President of Howard Leight

Thomas J. Goeltz........... Senior Vice President -- Sales of Titmus 54

Robert Hanover............. Vice President -- Finance and Administration of Howard Leight 50

Robert Hitchcock........... Vice President -- Sales and Marketing of Survivair 54

Philip M. Johnson.......... Vice President -- Research & Development, Coatings and 48
Quality Assurance of Uvex Safety

Richard J. Masters......... Vice President -- Marketing of Titmus 55

Ken David Meyers........... Vice President -- Operations of Howard Leight 46

Harry D. Neff, II.......... Senior Vice President -- Sales Uvex Safety 51

Richard F. Sustello........ Vice President -- Marketing of Uvex Safety 41

Steven P. Tolisano......... Vice President -- Finance of Uvex Safety 48

Thomas A. Wagner........... Vice President -- Manufacturing and Distribution of Howard Leight 38

Jeffrey M. Whynall......... Vice President -- Engineering of Biosystems 41

Stephen E. Wiser........... Vice President -- Finance of Survivair 44
</TABLE>

Officers are elected annually by the Board of Directors of the respective
entity and serve at the discretion of the Board.

Mr. Stepan has been Vice Chairman of the Board, President and Chief
Executive Officer of the Company since July 1995. Mr. Stepan has been President
of Uvex Safety and its predecessors since 1988, and was Chief Executive Officer
from 1988 until December 1997 when Uvex Safety was merged into Bacou USA Safety,
of which Mr. Stepan is Chairman and Chief Executive Officer. Mr. Stepan has been
Chairman of the Board of Titmus since September 1995 and Chairman of the Board
of Biosystems since September 1997. From 1966 until his employment by the
predecessor of Uvex Safety, Mr. Stepan was employed by Uvex Germany in various
executive, sales and marketing capacities, including Vice President of Marketing
and

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Sales and President and Chief Executive Officer of a retail optical chain
affiliated with Uvex Germany. Mr. Stepan is also a director of Bacou S.A., Bacou
Far East Ltd., Uvex Winter Optical, Inc. and Uvex Sports, Inc. Uvex Winter
Optical, Inc. and Uvex Sports, Inc. are affiliates of Uvex Germany.

Mr. Barr has been the Executive Vice President of the Company since October
1996. He has been Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company since joining the Company in August 1995 and Vice
Chairman of Bacou USA Safety, Inc. since December 1997. From 1985 to 1995, Mr.
Barr was a Partner of Edwards & Angell, the Company's primary outside counsel.

Mr. Brown has been corporate controller and Chief Accounting Officer of the
Company since joining the Company in August 1995. Prior to joining the Company
Mr. Brown was a Senior Manager of KPMG Peat Marwick LLP, the Company's
independent accountants and Mr. Brown was employed by KPMG Peat Marwick LLP from
June 1982 to August 1995.

Mr. Hebert has been Manager of Corporate Development of the Company since
April 1997 and was a Financial Consultant to the Company from December 1996
until April 1997. Mr. Hebert was Vice President and Chief Financial Officer of
Encon Systems, Inc. form June 1991 until February 1996.

Mr. Kadets has been the Chief Information Officer of the Company since May
1997. Mr. Kadets was Chief Information Officer of Encore Computer Corp. from
1990 until May 1997.

Mr. Vittoria has been Director of Human Resources of the Company since
October 1997. Mr. Vittoria was Human Resources Manager of Promptus
Communications from 1995 until employment with the Company, practiced law from
1994 until 1995, and was Senior Human Resources Specialist for Raytheon Company
from 1984 until 1993.

Mr. Baker has been Senior Vice President - Manufacturing and General
Manager of Uvex Safety Manufacturing since 1997. He was Vice President
Manufacturing of Uvex Safety from 1991 to 1997 and was Director of Manufacturing
from 1989 to 1991. Prior to 1989, Mr. Baker was employed for 16 years by Martin-
Copeland Co., a manufacturer of high fashion ophthalmic frames, where he served
in various manufacturing capacities including Director of Engineering.

Mr. Bell has been President of Survivair since 1992. He joined Survivair in
1983 and served as Vice President of Operations from 1989 to 1992. Mr. Bell has
30 years experience in manufacturing and engineering management including
positions with Ford Motor Company and Fairchild Industries.

Mr. Brooks has been President and Chief Executive Officer of Titmus since
March 1998. Mr. Brooks was Vice President and General Manager of the Automated
Systems Division of American Meter Company from 1995 to 1998 and President of
Weschler Instruments Company from 1993 to 1995. Mr. Brooks has over 20 years
experience in the areas of manufacturing, automation and quality improvement.

Mr. John F. Burt, Jr. founded Biosystems in 1981 and has served as
President since that date. He has over 30 years experience in the gas detection
industry.

Mr. Joseph Burt joined Biosystems in 1982 and has served as Vice President
of Sales since that date. Prior to joining Biosystems, Mr. Joseph Burt had 15
years experience in the medical electronics industry.

Mr. Dean has been Chief Executive Officer of Howard Leight Industries since
1993 and, prior to that time, was the Executive Vice President of Howard Leight
Industries.

Mr. Goeltz has been Senior Vice President - Sales of Titmus since January,
1997. Prior to January 1997, Mr. Goeltz was Vice President - Sales and Marketing
of Titmus since 1989. Mr. Goeltz has held various sales and marketing positions
at Titmus since 1976.

Mr. Hanover has been Vice President of Finance and Administration of Howard
Leight Industries since 1993. From 1983 until 1993 Mr. Hanover was Vice
President and Controller of Princess Cruises.

Mr. Hitchcock joined Survivair in 1987 and has served as its Vice President
of Marketing and Sales since 1989. Mr. Hitchcock has over 30 years experience in
the safety products industry.

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Mr. Johnson has been Vice President - Research & Development, Coatings and
Quality Assurance of Uvex Safety Manufacturing and its predecessors since August
1992. Mr. Johnson has been employed by Uvex Safety Manufacturing and its
predecessors since November 1989. Prior to 1989 Mr. Johnson was employed in
various capacities at Gentex Optics, Inc. a manufacturer of coatings for
polycarbonate optical lenses, for 18 years, the last ten of which he served as
general manager.

Mr. Masters joined Titmus in 1994 and has been Vice President - Marketing
of Titmus since December 1996. From 1991 to 1994, Mr. Masters was Vice President
of Sales and Marketing of Swank Optical.

Mr. Meyers has been employed by Howard Leight Industries for 27 years and
has served as its Chief Operating Officer since 1993. Prior to becoming Chief
Operating Officer Mr. Meyers held several positions at Howard Leight Industries
in the areas of research and development, purchasing and materials, and quality
control.

Mr. Neff has been Senior Vice President - Sales of Uvex Safety since 1997,
and Vice President - Sales from 1992 until 1997. From 1990 to 1992, Mr. Neff was
Director of Sales/Marketing of a predecessor to Uvex Safety. Prior to 1990, Mr.
Neff spent 19 years in various sales and marketing positions at the Safety
Products Division of American Optical Corporation, a manufacturer of personal
protective equipment, including service as National Sales Manager.

Mr. Sustello has been Vice President - Marketing of Uvex Safety since 1994.
From 1993 to 1994, Mr. Sustello was Director of Marketing at Miller Equipment
Company, a manufacturer of fall protection devices. From 1979 to 1993, Mr.
Sustello held various positions with Willson Safety Products, a manufacturer of
personal protective equipment.

Mr. Tolisano has been Vice President - Finance of Uvex Safety and its
predecessors since 1988. He joined a predecessor of Uvex Safety as Controller in
1980.

Mr. Wagner joined Howard Leight Industries in March 1995, has served as its
Vice President Manufacturing and Distribution since December 1997, and served as
Director of Operations since June 1995. Prior to employment with Howard Leight
Industries Mr. Wagner held the position of Operations Manager at Mission
Furniture.

Mr. Whynall has been Vice President of Engineering of Biosystems since
September 1997 and served as Engineering Manager from April 1985 until that
time.

Mr. Wiser joined Survivair in 1987 and has served as its Vice President of
Finance since 1989. Mr. Wiser served as Group Controller for Comasec
International, S.A. from 1984 to 1989.

* Mr. John F. Burt, Jr. and Mr. Joseph Burt are brothers.

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ITEM 2. PROPERTIES

The following table sets forth the location of the facilities which the
Company owns or leases, the square footage and the principal function of each
such facility.

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION SQUARE FOOTAGE FUNCTION
-------- -------------- --------
<S> <C> <C>
Smithfield, Rhode Island............. 127,000 Corporate headquarters; manufacturing,
assembly, warehousing and distribution facility
for uvex(R) and Lase-R Shield brand products
San Diego, California................ 100,000 Manufacturing, assembly, warehousing and
distribution of Howard Leight Industries(R)
brand products.
Tijuana, Mexico...................... 49,000 Light manufacturing and assembly of Howard
Leight Industries(R) brand products.
Petersburg, Virginia................. 130,000 Manufacturing, assembly, warehousing and
distribution facility for Titmus(R) brand
products
Santa Ana, California................ 93,000 Manufacturing, assembly, warehousing and
distribution of Survivair(R) and Pro-Tech(R)
brand products
Middletown, Connecticut.............. 45,000 Assembly, warehousing and distribution facility
for Biosystems(R) brand products
Smithfield, Rhode Island............. 32,000 Warehousing facility for uvex(R) brand products
Bollington, Cheshire, U.K............ 20,000 Sales office; warehousing and distribution
facility
Florence, Kentucky................... 20,000 Warehousing and distribution facility
Albuquerque, New Mexico.............. 900 Regional sales office
Shafer, Minnesota.................... 700 Regional sales office and administrative
operations
</TABLE>

ITEM 3. LEGAL PROCEEDINGS

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

The Company's common stock trades on The NASDAQ National Market Tier of The
NASDAQ Stock Market under the symbol BACU. The authorized capital stock of the
Company consists of 25,000,000 shares of Common Stock, $.001 par value per
share, and 5,000,000 shares of Preferred Stock, $.001 par value per share.

For information regarding the U.S. market, high and low quarterly sales
prices and dividends, see Note 12 to the consolidated financial statements
included in Item 8 herein. As of March 2, 1998, the closing price for the
Company's common stock was $17 1/2 per share and there were approximately 24
holders of record.

9
<PAGE> 12

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data of the Company and
the Predecessor Business for the periods indicated. Effective August 1, 1995,
the Company elected to change its fiscal year end from July 31 to December 31.

Selected financial data for each of the years ended July 31, 1993, 1994 and
1995, the five months ended December 31, 1995, and the years ended December 31,
1996 and 1997 were derived from financial statements of the Company and the
Predecessor Business which were audited by KPMG Peat Marwick LLP, independent
certified public accountants, whose report with respect to the fiscal year ended
July 31, 1995, the five months ended December 31, 1995, and the years ended
December 31, 1996 and 1997 appears elsewhere herein. The selected financial data
should be read in conjunction with the Consolidated Financial Statements and
related notes thereto, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and other financial information included
elsewhere herein.

<TABLE>
<CAPTION>
PREDECESSOR
THE COMPANY BUSINESS
------------------------------------------------------------------------------------ -----------
FIVE MONTHS AUGUST 1,
YEAR ENDED YEAR ENDED ENDED YEAR ENDED YEAR ENDED APRIL 16 1992 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, JULY 31, JULY 31, TO JULY 31, APRIL 15,
1997(1) 1996 1995(2) 1995(3) 1994 1993 1993
------------ ------------ ------------ ---------- ----------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales.................. $130,869 $109,268 $ 36,827 $71,988 $53,927 $13,732 $23,523
Cost of sales.............. 64,467 47,355 18,525 31,016 22,186 7,097 11,261
-------- -------- -------- ------- ------- ------- -------
Gross profit............... 66,402 61,913 18,302 40,972 31,741 6,635 12,262
Operating expenses:
Selling.................. 21,658 17,074 5,891 9,781 8,719 1,665 3,962
Research and
development............ 1,110 -- -- -- -- -- --
Purchased in-process
research and
development............ 3,721 -- -- -- -- -- --
General and
administrative......... 11,184 9,176 2,609 4,080 3,206 859 1,690
Amortization of
intangible assets...... 4,095 4,039 1,515 2,506 1,467 428 --
-------- -------- -------- ------- ------- ------- -------
Total operating
expenses........... 41,768 30,289 10,015 16,367 13,392 2,952 5,652
-------- -------- -------- ------- ------- ------- -------
Operating income........... 24,634 31,624 8,287 24,605 18,349 3,683 6,610
Other expense (income),
net...................... (376) 45 1,054 1,287 333 116 (70)
-------- -------- -------- ------- ------- ------- -------
Income before income taxes
and minority interest.... 25,010 31,579 7,233 23,318 18,016 3,567 6,680
Minority interest share of
income................... -- -- -- 1,920 6,164 1,257 --
Income taxes............... 10,588 12,202 2,917 8,343 4,371 664 2,719
-------- -------- -------- ------- ------- ------- -------
Net income(5).............. $ 14,422 $ 19,377 $ 4,316 $13,055 $ 7,481 $ 1,646 $ 3,961
======== ======== ======== ======= ======= ======= =======
Basic earnings per
share(4)(5).............. $ 0.83 $ 1.18 $ 0.31 $ 0.94 $ 0.57 $ 0.12
Diluted earnings per
share(4)(5).............. $ 0.83 $ 1.18 $ 0.31 $ 0.94 $ 0.57 $ 0.12
Weighted average shares
outstanding:
Basic...................... 17,383 16,406 13,860 13,860 13,167 13,167
Diluted.................... 17,410 16,436 13,860 13,860 13,167 13,167
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital............ $ 34,509 $ 40,820 $ 4,406 $11,838 $13,856 $ 8,601
Total assets............... 152,351 125,109 104,469 76,526 51,173 38,715
Total debt................. -- -- 49,000 27,800 9,170 11,420
Common Stock subject to a
put option............... 9,450 -- -- -- -- --
Stockholders' equity....... 122,902 112,407 45,698 41,382 28,327 19,646
</TABLE>

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

(1) Includes the operating results of Survivair, Inc. from June 1, 1997 and of
Biosystems, Inc. from September 30, 1997.

(2) Includes the operating results of Titmus Optical, Inc. from October 1, 1995.

(3) Includes the operating results of Pro-Tech Respirators, Inc. from April 1,
1995. Amounts also reflect the acquisition of a one-third minority interest
in the business of Uvex Safety effective October 31, 1994.

(4) There were no cash dividends declared or paid by the Company during any of
the periods presented.

10
<PAGE> 13

(5) Excluding acquisition-related non-recurring amounts the Company's net
income, and both basic and diluted earnings per share, would have been as
follows for each of the periods presented:

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Company's consolidated
financial statements and notes thereto, as well as the selected financial data,
all appearing elsewhere herein.

FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

Statements contained in this discussion or elsewhere herein that are not
historical facts are forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
In addition, words such as "believes", "anticipates", "expects", and similar
expressions are intended to identify forward-looking statements. The Company
cautions that a number of important factors could cause the Company's actual
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. Forward-looking statements
involve a number of risks and uncertainties including, but not limited to,
continued demand for current product lines, the success of new product
introductions, the success of the Company's acquisition strategy, competitive
pressures, general economic conditions, and regulatory matters. The Company
cannot assure that it will be able to anticipate or respond timely to changes in
any of the factors listed above, which could adversely affect the operating
results in one or more fiscal periods. Results of operations in any past period
should not be considered indicative of the results to be expected for future
periods. Fluctuations in operating results may also result in fluctuations in
the price of the Company's common stock.

BACKGROUND

The Company acquired all of the outstanding capital stock of Comasec
Holdings, Inc. (Comasec) on May 30, 1997. The assets of Comasec consisted
primarily of its wholly-owned subsidiary Survivair, Inc. (Survivair) a
manufacturer of respiratory protection products. The acquisition was effected
through merger and redemption transactions which have been accounted for as a
purchase of all of the outstanding common stock of Comasec for $27.4 million in
cash, subject to certain closing adjustments. The Company also acquired all of
the capital stock of Biosystems, Inc. (Biosystems), a manufacturer of gas
monitors and equipment for testing self-contained breathing apparatus, on
September 30, 1997. The initial acquisition price was approximately $13.5
million payable in common stock of the Company, however, the initial acquisition
price may be increased if the operating results of Biosystems in the year 2000
exceed certain defined thresholds. Finally, the Company made a non-material
acquisition of the assets of Lase-R Shield, Inc. in June of 1997. Collectively
the acquisitions of Survivair, Biosystems and Lase-R Shield are referred to in
the following discussion as the "1997 Acquisitions." Operating results for the
1997 Acquisitions have been included in the consolidated financial statements of
the Company beginning with the respective acquisition dates.

11
<PAGE> 14

The Company acquired the business of Pro-Tech Respirators, Inc. effective
March 31, 1995 for approximately $6.8 million, and the Company acquired all of
the outstanding capital stock of Titmus Optical, Inc. ("Titmus") effective
September 29, 1995 for approximately $27.3 million (collectively, the "1995
Acquisitions"). Operating results for the 1995 Acquisitions have been included
in the consolidated financial statements of the Company beginning with the
respective acquisition dates. The Company also acquired a one-third interest in
the business of Uvex Safety (the "Minority Interest Acquisition") effective
October 31, 1994.

In connection with the 1997 Acquisitions a portion of the acquisition price
was allocated to the fair value of purchased in-process research and
development. These amounts were charged to operating expenses in full upon the
date of acquisition and are referred to in the accompanying discussion as the
"Acquisition-Related R&D Charges". In connection with the 1997 Acquisitions and
the 1995 Acquisitions acquired inventories were adjusted to fair values, and
these adjustments were subsequently charged to cost of sales when the acquired
inventories were sold. These amounts are referred to in the accompanying
discussion as the "Acquisition-Related Inventory Adjustments". The Company also
recorded acquisition-related charges during 1997 totaling $150,000 that are
included with general and administrative expenses. Collectively, the 1997 items
are referred to in the following discussion as the "1997 Acquisition-Related
Adjustments".

In March 1996 the Company completed an initial public offering of its
common stock. Proceeds from the sale of 3,450,000 shares, totaling $47.3 million
net of expenses of issuance, were used primarily to repay outstanding bank
indebtedness.

Effective August 1, 1995 the Company changed its fiscal year end from July
31 to December 31. The following discussion compares operating results for the
years ended December 31, 1997 and 1996, and the years ended December 31, 1996
and July 31, 1995. A separate discussion has also been included that compares
operating results for the transition period, August 1, 1995 to December 31,
1995, with the comparable five-month period in 1994.

RESULTS OF OPERATIONS

The following table presents selected operating data of the Company and
such amounts as percentages of net sales for the periods indicated (in
thousands, except percentages).

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996 JULY 31, 1995
------------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Net sales............................. $130,869 100.0% $109,268 100.0% $71,988 100.0%
Cost of sales (1)..................... 64,467 49.3 47,355 43.3 31,016 43.1
-------- ----- -------- ----- ------- -----
Gross profit.......................... 66,402 50.7 61,913 56.7 40,972 56.9
-------- ----- -------- ----- ------- -----
Operating expenses:
Selling.......................... 21,658 16.6 17,074 15.6 9,781 13.6
Research and development......... 1,110 0.8 -- -- -- --
Purchased in-process research and
development(2)................. 3,721 2.8 -- -- -- --
General and administrative(3).... 11,184 8.6 9,176 8.4 4,080 5.6
Amortization of intangible
assets......................... 4,095 3.1 4,039 3.7 2,506 3.5
-------- ----- -------- ----- ------- -----
Total operating expenses......... 41,768 31.9 30,289 27.7 16,367 22.7
-------- ----- -------- ----- ------- -----
Operating income...................... 24,634 18.8 31,624 29.0 24,605 34.2
Other expense (income), net........... (376) (0.3) 45 0.1 1,287 1.8
-------- ----- -------- ----- ------- -----
Income before income taxes and
minority interest................... 25,010 19.1 31,579 28.9 23,318 32.4
Minority interest share of income..... -- -- -- -- 1,920 2.7
Income taxes.......................... 10,588 8.1 12,202 11.2 8,343 11.6
-------- ----- -------- ----- ------- -----
Net income(4)......................... $ 14,422 11.0% $ 19,377 17.7% $13,055 18.1%
======== ===== ======== ===== ======= =====
</TABLE>

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

(1) Includes Acquisition-Related Inventory Adjustments totaling $2,053,000 for
the year ended December 31, 1997 and $1,707,000 for the year ended July 31,
1995.

12
<PAGE> 15

(2) 1997 amounts represent Acquisition-Related R&D Charges.

(3) Includes acquisition-related charges totaling $150,000 for the year ended
December 31, 1997.

(4) On an after-tax basis, Acquisition-Related Adjustments totaled $5,076,000
for the year ended December 31, 1997 and Acquisition-Related Inventory
Adjustments totaled $1,041,000 for the year ended July 31, 1995.

FISCAL YEAR ENDED DECEMBER 31, 1997 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1996

Net Sales. Net sales increased 19.8% from $109.3 million for the year
ended December 31, 1996 to $130.9 million for the year ended December 31, 1997.
Sales during 1997 resulting from the 1997 Acquisitions totaled $21.5 million.
During the fourth quarter of 1996 the Company withdrew from the business of
selling completed prescription eyewear. As a result, net sales declined from the
1996 period to the 1997 period by approximately $3.2 million. Excluding sales
from the 1997 Acquisitions and excluding sales in 1996 from the discontinued
product line, the Company's net sales increased by 3.6%, principally as a result
of increased units shipped. Export sales totaled $15.2 million or 11.6% of net
sales for the 1997 period. Excluding sales resulting from the 1997 Acquisitions,
export sales increased by 50.0% from 1996 to 1997.

Cost of Sales. Cost of sales increased 36.1% from $47.4 million for the
year ended December 31, 1996 to $64.5 million for the year ended December 31,
1997. The increase was primarily attributable to increased sales volume and
Acquisition-Related Inventory Adjustments resulting from the 1997 Acquisitions.

Gross Profit. Gross profit increased 7.2% from $61.9 million for the year
ended December 31, 1996 to $66.4 million for the year ended December 31, 1997.
Excluding the effect of Acquisition-Related Inventory Adjustments, the Company's
gross margin would have been 52.3% in the 1997 period compared with 56.7% in the
1996 period. The Company's gross margin declined from the 1996 period to the
1997 period principally as a result of lower margins at acquired businesses.
Inclusion of operating results for the 1997 Acquisitions for a full year in 1998
will, and any future acquisitions may, further reduce the Company's gross
margin; however, the acquisition of Howard Leight Industries is expected to
favorably influence (exclusive of non-recurring adjustments) the gross margin in
1998.

During 1997 the Company experienced a reduction in the average selling
price of many of its eyewear product lines as a response to lower priced
competitive products. Lower average selling prices resulted in a reduction of
the gross margin from 1996 to 1997 of about one percentage point. The Company
believes competitive pressures may limit its ability to increase prices to
previous levels.

In addition to the above factors, the Company's gross margin during 1997
was reduced by higher production costs at Titmus. These higher costs occurred
primarily during the first quarter of 1997 and resulted from disruption in
production caused by relocation to a new facility and, interruption in
production and quality problems both associated with a newly acquired plating
line.

Operating Expenses. Operating expenses increased 37.9% from $30.3 million
for the year ended December 31, 1996 to $41.7 million for the year ended
December 31, 1997. Excluding Acquisition-Related R&D Charges totaling $3.7
million, operating expenses increased 25.6% from $30.3 million for the year
ended December 31, 1996 to $38.0 million for the year ended December 31, 1997.
This increase resulted principally from the 1997 Acquisitions. In addition,
selling expenses as a percentage of sales increased from 15.6% in the 1996
period to 16.6% in the 1997 period, principally as a result of expansion of the
Company's international sales force, higher advertising and promotion costs, and
somewhat higher product development costs.

Operating Income. As a result of the foregoing, the Company's operating
income decreased 22.1% from $31.6 million for the year ended December 31, 1996
to $24.6 million for the year ended December 31, 1997. Excluding 1997
Acquisition-Related Adjustments, operating income decreased 3.4% from $31.6
million in 1996 to $30.5 million in 1997.

Other Expense (Income). Other expense (income) was $(400,000) for the year
ended December 31, 1997 and $50,000 for the year ended December 31, 1996. The
Company had lower average levels of debt outstanding during the 1997 period, and
the change in other expense (income) is primarily due to a decline in

13
<PAGE> 16

net interest expense from 1996 to 1997. As explained more fully in the
discussion of Liquidity and Capital Resources, the Company borrowed $124.3
million in February 1998 in connection with the acquisition of Howard Leight
Industries. As a result, net interest costs during 1998 are expected to be
significantly higher than in the 1997 and 1996 periods.

Income Taxes. The Company's effective income tax rate was 42.3% during the
1997 period and 38.6% during the 1996 period. The effective rate was higher than
the federal statutory rate due to state and local income taxes and, in the 1997
period, because a tax benefit cannot be recorded for the Acquisition-Related R&D
Charges totaling $3.7 million. Excluding the effect of Acquisition-Related R&D
Charges, the effective income tax rate for 1997 would have been 37.1%.

Net Income. As a result of the foregoing, the Company's net income
decreased 25.6% from $19.4 million for the year ended December 31, 1996 to $14.4
million for the year ended December 31, 1997. Excluding 1997 Acquisition-Related
Adjustments, net income increased from $19.4 million in 1996 to $19.5 million in
1997.

FISCAL YEAR ENDED DECEMBER 31, 1996 COMPARED TO FISCAL YEAR ENDED JULY 31, 1995

Net Sales. Net sales increased 51.8% from $72.0 million for the year ended
July 31, 1995 to $109.3 million for the year ended December 31, 1996. This
increase was primarily the result of inclusion of the operations of Titmus.
Sales of non-prescription eyewear, including sales of products introduced late
in the second quarter of 1996, also contributed to increased sales during 1996.
Net sales were reduced by the effect of the discontinuation of original
equipment manufacture (OEM) sales of ski goggles and sales of a certain
respiratory product line. Export sales, excluding export sales of Titmus,
increased by 64% from the 1995 period to the 1996 period. Export sales
represented 7.3% of net sales in the 1996 period and 5.8% of net sales in the
1995 period.

Cost of Sales. Cost of sales increased 52.7% from $31.0 million for the
year ended July 31, 1995 to $47.4 million for the year ended December 31, 1996.
The increase was primarily attributable to increased sales volume resulting from
the acquisition of Titmus, which was partially offset by reduced costs
associated with the discontinuation of ski goggle and respiratory products
discussed above.

Gross Profit. Gross profit increased 51.1% from $41.0 million for the year
ended July 31, 1995 to $61.9 million for the year ended December 31, 1996.
Excluding the effect of Acquisition-Related Inventory Adjustments, the Company's
gross margin would have been 56.7 % in the 1996 period and 59.3% in the 1995
period. The Company's gross margin declined from the 1995 period to the 1996
period as a result of including the operations of Titmus, which have lower gross
margins than the combined gross margin of the Company's other subsidiaries. The
decrease in gross margin resulting from the acquisition of Titmus was offset in
part by labor and other cost reductions at other subsidiaries.

Operating Expenses. Operating expenses increased 85.1% from $16.4 million
for the year ended July 31, 1995 to $30.3 million for the year ended December
31, 1996. The increase resulted primarily from the 1995 Acquisitions and to a
lesser extent from additional administrative costs which became necessary as a
result of Bacou USA, Inc. becoming a public reporting company.

Operating Income. As a result of the foregoing, the Company's operating
income increased 28.5% from $24.6 million for the year ended July 31, 1995 to
$31.6 million for the year ended December 31, 1996.

Other Expense, Net. Other expense, net was $1.3 million for the year ended
July 31, 1995 and $50,000 for the year ended December 31, 1996. The 1995 period
included net interest expense which totaled $1.5 million. Indebtedness of the
Company was repaid in full during April 1996 and therefore net interest expense
during the 1996 period was reduced to $0.4 million.

14
<PAGE> 17

Minority Interest Share of Income. The minority interest share of income
represented the income attributable to the holder of the one-third minority
interest in Uvex Safety. Subsequent to October 31, 1994, the Company owned the
entire business of Uvex Safety. As a result, no minority interest share of
income has been recorded for any periods after October 31, 1994.

Income Taxes. The Company's effective income tax rate approximated 39.0%
during both periods, and was higher than the federal statutory rate due
primarily to state and local income taxes.

Net Income. As a result of the foregoing, the Company's net income
increased by 48.4% from $13.1 million for the year ended July 31, 1995 to $19.4
million for the year ended December 31, 1996.

FIVE MONTHS ENDED DECEMBER 31, 1995 COMPARED TO FIVE MONTHS ENDED DECEMBER 31,
1994

The following table presents selected operating data of the Company and
such amounts as percentages of net sales for the periods indicated (in
thousands, except percentages).

<TABLE>
<CAPTION>
FIVE MONTHS ENDED DECEMBER 31,
---------------------------------
1995 1994
---- ----
<S> <C> <C> <C> <C>
Net sales.................................................. $36,827 100.0% $27,859 100.0%
Cost of sales.............................................. 18,525 50.3 12,693 45.6
------- ----- ------- -----
Gross profit............................................... 18,302 49.7 15,166 54.4
Operating expenses:
Selling.................................................. 5,891 16.0 3,808 13.7
General and administrative............................... 2,609 7.1 1,709 6.1
Amortization of intangible assets........................ 1,515 4.1 828 3.0
------- ----- ------- -----
Total operating expenses................................. 10,015 27.2 6,345 22.8
------- ----- ------- -----
Operating income........................................... 8,287 22.5 8,821 31.6
Other expense, net......................................... 1,054 2.9 211 0.7
------- ----- ------- -----
Income before income taxes and minority interest........... 7,233 19.6 8,610 30.9
Minority interest share of income.......................... -- -- 1,920 6.9
Income taxes............................................... 2,917 7.9 2,609 9.4
------- ----- ------- -----
Net income................................................. $ 4,316 11.7% $ 4,081 14.6%
======= ===== ======= =====
</TABLE>

Net Sales. Net sales increased 32.2% from $27.9 million for the five
months ended December 31, 1994 to $36.8 million for the five months ended
December 31, 1995. This increase was primarily the result of the 1995
Acquisitions and to a lesser extent increased sales of the astrospec family of
products. Export sales represented 6.8% of net sales in the 1995 period and 4.5%
of net sales in the 1994 period.

During the 1995 period, the Company discontinued OEM sales of ski goggles
and sales of a certain respiratory product line. Excluding sales of the
discontinued product lines, net sales increased 40.1% from $25.7 million for the
1994 period to $36.0 million for the 1995 period.

Cost of Sales. Cost of sales increased 45.9% from $12.7 million for the
five months ended December 31, 1994 to $18.5 million for the five months ended
December 31, 1995. The increase was primarily attributable to
Acquisition-Related Inventory Adjustments (see "Gross Profit" below), increased
sales volume and, to a lesser extent, higher raw material costs. The increase in
raw material costs was the result of price increases for polycarbonate resin,
the primary raw material for manufacturing non-prescription protective eyewear
lenses.

Gross Profit. Gross profit increased 20.7% from $15.2 million for the five
months ended December 31, 1994 to $18.3 million for the five months ended
December 31, 1995. Excluding the effect of Acquisition-Related Inventory
Adjustments, the Company's gross margin would have been 58.2% in 1994 and 56.4%
in 1995.

Operating Expenses. Operating expenses increased 57.8% from $6.3 million
for the five months ended December 31, 1994 to $10.0 million for the five months
ended December 31, 1995. The increase resulted

15
<PAGE> 18

primarily from the 1995 Acquisitions, increased amortization expense due to the
1995 Acquisitions and the Minority Interest Acquisition, and to a lesser extent
from the addition of employees at Bacou USA, Inc.

Operating Income. As a result of the foregoing, the Company's operating
income decreased 6.1% from $8.8 million for the five months ended December 31,
1994 to $8.3 million for the five months ended December 31, 1995. Excluding the
effect of Acquisition-Related Inventory Adjustments operating income would have
been $9.9 million for the 1994 period and $10.7 million for the 1995 period.

Other Expense, Net. Other expense, net was $0.2 million and $1.1 million
for the five months ended December 31, 1994 and 1995, respectively. These
amounts included net interest expense which totaled $0.3 million and $1.1
million, respectively. The increase resulted from additional borrowings to
finance the Minority Interest Acquisition and the 1995 Acquisitions.

Income Taxes. The Company's effective income tax rate was 39.0% and 40.3%
for the five months ended December 31, 1994 and 1995, respectively. The
effective rates were higher than the federal statutory rate due primarily to
state and local income taxes.

Net Income. As a result of the foregoing, the Company's net income
increased by 5.8% from $4.1 million for the five months ended December 31, 1994
to $4.3 million for the five months ended December 31, 1995.

EFFECTS OF INFLATION

Inflation during recent years has been modest and has not had a material
impact upon the results of the Company's operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity has historically been derived from internal cash
flow provided by operations and from bank borrowings. Earnings before interest,
taxes, depreciation and amortization (EBITDA) and before 1997
Acquisition-Related Adjustments, totaled $39.2 million in 1997 and $39.1 million
in 1996.

Cash used in investing activities increased from $10.9 million for the year
ended December 31, 1996 to $35.4 million for the year ended December 31, 1997.
The 1997 period includes cash payments for the purchase of Survivair and other
direct costs of acquisition incurred in connection with the 1997 Acquisitions
totaling $28.6 million. The acquisition of Survivair was financed principally
from available cash balances.

In connection with the Biosystems acquisition, the Company provided selling
shareholders with a put option covering 70 percent of the shares issued in
connection with that acquisition, or approximately 578,000 shares. The put
options may be exercised within 24 months following the acquisition date at a
price approximately equal to $16 3/8 per share. If the put options were
exercised in full, the Company would be obligated to repurchase shares at a
value totaling approximately $9.5 million.

Capital expenditures totaled $10.7 million in the 1996 period and $6.8
million in the 1997 period. Capital spending was higher in the 1996 period as a
result of the construction of a new manufacturing facility for Titmus at a cost
of approximately $6.0 million. The Company expects capital spending in 1998 to
approximate $8.0 to $10.0 million exclusive of capital spending requirements of
Howard Leight Industries. At December 31, 1997 the Company had commitments
outstanding for the purchase of machinery and equipment totaling approximately
$1.1 million.

Cash used in financing activities increased from $1.7 million for the year
ended December 31, 1996 to $10.0 million for the year ended December 31, 1997.
The 1997 period includes the purchase of 554,400 unregistered shares in a
privately negotiated transaction from a non-affiliated corporate investor at a
purchase price of $14.50 per share, or a total of $8.0 million. Effective
September 30, 1997 the Board of Directors also authorized an open market buyback
program to purchase up to 300,000 shares of the Company's common stock. As of
December 31, 1997, no shares had been purchased under this program. During 1996
the Company repaid indebtedness totaling $49.0 million principally from
proceeds, totaling $47.3 million, received in connection with the initial public
offering of 3.5 million shares.

16
<PAGE> 19

At December 31, 1997 the Company maintained a $28.0 million Revolving Line
of Credit (the "Revolving Facility") and a subsidiary maintained a $3.0 million
line of credit (the "Subsidiary Facility"), both with Citizens Bank of Rhode
Island. In February 1998, the Company terminated the Subsidiary Facility and
increased the Revolving Facility to $31.0 million. The Revolving Facility is
available to fund acquisitions and for other general corporate purposes.
Principal outstanding under the Revolving Facility is due in full on May 31,
2000 and bears interest at a rate per annum equal to three month LIBOR plus
0.7%. The Revolving Facility is subject to annual renewal thereafter and is also
subject to various financial and other covenants. In February 1998 the Company
entered into a Credit Line Agreement with Banque Nationale de Paris (the "BNP
Credit Line"). The BNP Credit Line provides for borrowings in the amount of
$110.0 million for the purpose of financing the acquisition of Howard Leight
Industries, bears interest at an annual rate equal to three month LIBOR plus
0.3%, requires principal repayments in equal quarterly installments over seven
years, and requires interest payments quarterly. In addition, the Company is
required to pay quarterly a commitment fee equal to 0.2% per annum on the
outstanding balance. In connection with the acquisition of Howard Leight
Industries the Company borrowed $14.3 million under the Revolving Facility and
$110.0 million under the BNP Credit Line.

The Company is pursuing a business strategy which includes acquisitions as
an important element. As a result, the Company may incur additional
indebtedness, negotiate additional credit facilities or issue additional common
or preferred stock in order to fund other investments, if any, resulting from
its acquisition strategy. Except for cash requirements to fund potential
additional acquisitions the Company believes that its cash flow provided by
operating activities and unused borrowing capacity will be sufficient to fund
capital expenditures, debt service requirements and other working capital needs
during 1998.

SEASONALITY

The Company's business has been subject to slight seasonal variations which
the Company has attributed to fluctuations in industrial activity and with
annual weather patterns. Historically, net sales from October through December
have been somewhat lower than other periods due to anticipated lower demand in
the more inclement winter months and planned inventory reductions by major
distributors. In addition to seasonality, the Company's business has been
variable period to period due to other factors, including promotional activity
undertaken by the Company in response to competitive pressures, market demand,
production capacity, inventory levels, and other considerations.

YEAR 2000 COMPLIANCE

Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without consideration
of the impact of the upcoming change in century. If not corrected, many computer
applications could fail or create erroneous results at or before the year 2000.
The Company has completed an assessment of substantially all of its computer
systems and has identified applications that are not currently year 2000
compliant.

During 1997 the Company initiated a project, separate from initiatives to
correct its year 2000 issues, to install and implement common software at its
Survivair, Titmus and Uvex Safety business units. A license agreement for the
software was executed in September 1997 and full implementation, including a
significant period of pre-testing, is expected to be completed during or prior
to the first quarter of 1999. The Company believes that this software is year
2000 compliant and that, upon full implementation at Survivair and Uvex Safety,
all of the Company's material year 2000 deficiencies will be corrected. The
license fee and costs to implement the software will be capitalized and
depreciated over the estimated useful life of the software. The cost of
modifying or correcting other applications, which do not become year 2000
compliant upon implementation of the aforementioned software, is currently
estimated to be immaterial and will be expensed as incurred.

There can be no assurance that the Company will successfully complete
implementation of the common software at Survivair and Uvex Safety by dates
critical for year 2000 compliance. Failure to complete implementation on a
timely basis may have material adverse financial and operational impacts on the
Company. In addition, there can be no assurance that year 2000 deficiencies in
the systems of other companies on which the Company's systems rely, in
particular significant vendors, also will be timely corrected or that

17
<PAGE> 20

any such failure to correct deficiencies by another company would not have an
adverse effect on the Company's systems.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standard No. 131, "Disclosures about
Segments of an Enterprise and Related Information," (Statement 131) was issued
in June 1997. Statement 131 requires disclosure of financial and descriptive
information about reportable operating segments and supersedes previously issued
accounting principles concerning segment reporting. The Company is required to
adopt the provisions of Statement 131 for periods beginning after December 15,
1997 (calendar year 1998 for the Company). Statement 131 will, at most, require
certain additional disclosure in the Company's financial statements.

18
<PAGE> 21

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ 20
Consolidated Balance Sheets................................. 21
Consolidated Statements of Income........................... 22
Consolidated Statements of Stockholders' Equity............. 23
Consolidated Statements of Cash Flows....................... 24
Notes to Consolidated Financial Statements.................. 25
</TABLE>

19
<PAGE> 22

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Bacou USA, Inc.:

We have audited the accompanying consolidated balance sheets of Bacou USA,
Inc. and subsidiaries as of December 31, 1997 and 1996 and the related
consolidated statements of income, stockholders' equity, and cash flows for the
fiscal years ended December 31, 1997 and 1996, for the five months ended
December 31, 1995, and for the fiscal year ended July 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Bacou USA,
Inc. and subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for the fiscal years ended December 31, 1997 and
1996, for the five months ended December 31, 1995, and for the fiscal year ended
July 31, 1995 in conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Providence, Rhode Island
February 17, 1998, except
as to notes 2(b) and 7(b)
which are as of February 27, 1998

20
<PAGE> 23

BACOU USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 1,276,658 $ 21,033,261
Trade accounts receivable, net......................... 16,098,984 10,500,190
Inventories............................................ 23,449,345 17,483,418
Prepaid expenses....................................... 3,501,698 992,174
Deferred income taxes.................................. 1,426,000 762,000
------------ ------------
Total current assets.............................. 45,752,685 50,771,043
------------ ------------
Property and equipment, net................................. 35,880,263 27,069,129
Intangible assets, net...................................... 70,718,154 47,268,964
------------ ------------
Total assets...................................... $152,351,102 $125,109,136
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable....................................... $ 5,522,599 $ 4,015,904
Accrued compensation and benefits...................... 2,938,943 2,495,974
Other accrued expenses................................. 1,752,078 1,786,473
Income taxes payable................................... 1,029,919 1,652,808
------------ ------------
Total current liabilities......................... 11,243,539 9,951,159
------------ ------------
Deferred income taxes....................................... 6,051,500 2,084,000
Other liabilities........................................... 2,704,001 666,725
------------ ------------
Total liabilities................................. 19,999,040 12,701,884
------------ ------------
Common stock subject to a put option, 578,560 shares in
1997...................................................... 9,450,000 --
------------ ------------
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding
Common stock, $.001 par value, 25,000,000 shares
authorized, 17,590,714 shares issued and outstanding
in 1997 (including shares subject to a put option)
and 17,312,200 shares issued and outstanding in
1996................................................. 17,012 17,312
Additional paid-in capital............................. 62,587,655 66,514,906
Retained earnings...................................... 60,297,395 45,875,034
------------ ------------
Total stockholders' equity........................ 122,902,062 112,407,252
------------ ------------
Total liabilities and stockholders' equity........ $152,351,102 $125,109,136
============ ============
</TABLE>

See accompanying notes to consolidated financial statements.
21
<PAGE> 24

BACOU USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED FIVE MONTHS
DECEMBER 31, ENDED YEAR ENDED
--------------------------- DECEMBER 31, JULY 31,
1997 1996 1995 1995
---- ---- ------------ ----------
<S> <C> <C> <C> <C>
Net sales................................. $130,868,486 $109,267,664 $36,827,039 $71,987,838
Cost of sales............................. 64,466,765 47,354,612 18,524,750 31,016,389
------------ ------------ ----------- -----------
Gross profit......................... 66,401,721 61,913,052 18,302,289 40,971,449
------------ ------------ ----------- -----------
Operating expenses:
Selling.............................. 21,657,611 17,074,478 5,891,489 9,781,321
Research and development............. 1,110,097 -- -- --
Purchased in-process research and
development........................ 3,720,656 -- -- --
General and administrative........... 11,184,187 9,175,637 2,609,536 4,079,836
Amortization of intangible assets.... 4,095,464 4,039,351 1,514,552 2,505,585
------------ ------------ ----------- -----------
Total operating expenses........ 41,768,015 30,289,466 10,015,577 16,366,742
------------ ------------ ----------- -----------
Operating income.......................... 24,633,706 31,623,586 8,286,712 24,604,707
------------ ------------ ----------- -----------
Other expenses (income):
Interest expense:
Bacou, S.A......................... -- -- 409,155 883,724
Other.............................. 155,275 895,629 771,052 820,888
------------ ------------ ----------- -----------
155,275 895,629 1,180,207 1,704,612
------------ ------------ ----------- -----------
Interest income...................... (371,950) (522,258) (86,963) (238,047)
Other................................ (159,980) (328,548) (39,672) (179,761)
------------ ------------ ----------- -----------
Total other expense (income),
net........................... (376,655) 44,823 1,053,572 1,286,804
------------ ------------ ----------- -----------
Income before income taxes and minority
interest................................ 25,010,361 31,578,763 7,233,140 23,317,903
Minority interest share of income......... -- -- -- 1,920,020
------------ ------------ ----------- -----------
Income before income taxes................ 25,010,361 31,578,763 7,233,140 21,397,883
Income taxes.............................. 10,588,000 12,201,930 2,916,684 8,343,000
------------ ------------ ----------- -----------
Net income...................... $ 14,422,361 $ 19,376,833 $ 4,316,456 $13,054,883
============ ============ =========== ===========
Basic earnings per share.................. $ 0.83 $ 1.18 $ 0.31 $ 0.94
============ ============ =========== ===========
Diluted earnings per share................ $ 0.83 $ 1.18 $ 0.31 $ 0.94
============ ============ =========== ===========
Weighted average shares outstanding:
Basic..................................... 17,383,105 16,406,022 13,860,000 13,860,000
============ ============ =========== ===========
Diluted................................... 17,410,702 16,436,125 13,860,000 13,860,000
============ ============ =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.
22
<PAGE> 25

BACOU USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN RETAINED STOCKHOLDERS'
SHARES STOCK CAPITAL EARNINGS EQUITY
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balances at July 31, 1994.......... 13,860,000 $13,860 $19,186,140 $ 9,126,862 $ 28,326,862
Net income......................... -- -- -- 13,054,883 13,054,883
---------- ------- ----------- ----------- ------------
Balances at July 31, 1995.......... 13,860,000 13,860 19,186,140 22,181,745 41,381,745
Net income......................... -- -- -- 4,316,456 4,316,456
---------- ------- ----------- ----------- ------------
Balances at December 31, 1995...... 13,860,000 13,860 19,186,140 26,498,201 45,698,201
Issuance of common stock, net of
expenses of issuance............. 3,450,000 3,450 47,294,483 -- 47,297,933
Stock options exercised............ 2,200 2 34,283 -- 34,285
Net income......................... -- -- -- 19,376,833 19,376,833
---------- ------- ----------- ----------- ------------
Balances at December 31, 1996...... 17,312,200 17,312 66,514,906 45,875,034 112,407,252
Repurchase of shares; retirement of
shares to authorized and
unissued......................... (554,400) (554) (8,038,246) -- (8,038,800)
Issuance of common stock, net of
expenses of issuance............. 826,514 248 4,012,029 -- 4,012,277
Stock options exercised............ 6,400 6 98,966 -- 98,972
Net income......................... -- -- -- 14,422,361 14,422,361
---------- ------- ----------- ----------- ------------
Balances at December 31, 1997...... 17,590,714 $17,012 $62,587,655 $60,297,395 $122,902,062
========== ======= =========== =========== ============
</TABLE>

See accompanying notes to consolidated financial statements.
23
<PAGE> 26

BACOU USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED FIVE MONTHS
DECEMBER 31, ENDED YEAR ENDED
--------------------------- DECEMBER 31, JULY 31,
1997 1996 1995 1995
---- ---- ------------ ----------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income................................. $ 14,422,361 $ 19,376,833 $ 4,316,456 $ 13,054,883
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............ 8,618,240 7,511,522 2,645,090 4,373,345
Deferred income taxes.................... (289,000) 713,700 (140,126) 574,651
Purchased in-process research and
development........................... 3,720,656 -- -- --
Loss (gain) on sale or write down of
assets................................ 159,859 362,627 -- (66,583)
Minority share of income................. -- -- -- 1,920,020
Change in assets and liabilities, net of
effects of acquired companies:
Trade accounts receivable............. (97,604) 302,936 1,279,249 1,077,403
Inventories........................... 2,184,485 721,840 1,512,487 (1,273,816)
Prepaid expenses...................... (1,113,641) 391,032 (756,863) (71,416)
Accounts payable...................... (103,259) 424,965 (819,519) 231,456
Accrued expenses and other
liabilities......................... (1,063,653) 476,986 (1,941,394) 19,109
Income taxes.......................... (766,916) 2,095,680 (1,447,310) 555,808
------------ ------------ ------------ ------------
Net cash provided by operating
activities........................ 25,671,528 32,378,121 4,648,070 20,394,860
------------ ------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures....................... (6,836,806) (10,668,275) (1,822,281) (4,634,224)
Acquisition of businesses, including direct
costs of acquisition, net of cash
acquired................................. (28,565,886) (219,050) (26,156,395) (36,533,672)
------------ ------------ ------------ ------------
Net cash used in investing
activities........................ (35,402,692) (10,887,325) (27,978,676) (41,167,896)
------------ ------------ ------------ ------------
Cash flows from financing activities:
Repayment of long-term debt................ (8,000,000) (49,000,000) (18,800,000) (17,370,000)
Proceeds from long-term debt............... 8,000,000 -- 40,000,000 36,000,000
Repayment of notes payable, net............ (2,085,611) -- -- --
Repurchase of common stock................. (8,038,800) -- -- --
Proceeds from issuances of common stock,
net of expenses.......................... 98,972 47,332,218 -- 1,200,000
Distributions to Uvex Distribution, Inc.... -- -- -- (3,175,884)
------------ ------------ ------------ ------------
Net cash provided by (used in)
financing activities.............. (10,025,439) (1,667,782) 21,200,000 16,654,116
------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents................................ (19,756,603) 19,823,014 (2,130,606) (4,118,920)
Cash and cash equivalents at beginning of
period..................................... 21,033,261 1,210,247 3,340,853 7,459,773
------------ ------------ ------------ ------------
Cash and cash equivalents at end of period... $ 1,276,658 $ 21,033,261 $ 1,210,247 $ 3,340,853
============ ============ ============ ============
Supplemental disclosures of cash flow
information:
Cash paid during the period for interest... $ 155,275 $ 916,938 $ 1,158,898 $ 1,704,612
============ ============ ============ ============
Cash paid during the period for income
taxes.................................... $ 11,988,792 $ 9,427,330 $ 4,520,000 $ 7,303,000
============ ============ ============ ============
Fair value of common stock issued in
connection with the acquisition of a
business................................. $ 13,500,000 $ -- $ -- $ --
============ ============ ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.
24
<PAGE> 27

BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of Business and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Bacou USA, Inc. (Bacou) and its wholly owned subsidiaries (collectively, the
Company). All significant intercompany transactions and balances have been
eliminated in consolidation. Certain prior period balances have been
reclassified to conform to the 1997 presentation. Bacou, S.A., a company
domiciled in Valence, France, owns a controlling interest (approximately 72% at
December 31, 1997) in Bacou.

The business of Uvex Safety was conducted by Uvex Distribution, Inc. (the
Predecessor Business) until April 15, 1993. On April 15, 1993, the Company
acquired a two-thirds interest in such business. On October 31, 1994, the
Company acquired the remaining one-third interest and became the sole owner of
the business.

The Company manufactures and distributes personal protective equipment,
including non-prescription protective eyewear, frames for prescription eyewear,
laser protective eyewear, supplied air and air purifying respirators, gas
monitors and equipment for testing self-contained breathing apparatus. The
Company's products are sold principally to industrial safety distributors, fire
fighting equipment distributors and optical laboratories. For purposes of
segment reporting, the Company considers its operations to be within a single
industry. The Company relies on single sources for the supply of several raw
materials. The loss of any such source, any disruption in such source's business
or failure by it to meet the Company's needs on a timely basis could cause
shortages in raw materials and could have a material adverse effect on the
Company's results of operations. The Company has 280 employees (representing
approximately 30% of total employees) that are covered under a collective
bargaining agreement that expires September 13, 2000.

(b) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

The Company recognizes revenue upon shipment of merchandise to its
customers. The Company's sales are primarily domestic (export sales represented
11.6% of net sales in 1997 and 7.3% in 1996), with customers located throughout
the United States. Export sales from the United States were principally to
unaffiliated customers in Canada and certain South American countries. Pursuant
to an agreement with the former owner of the Predecessor Business, the Company
may sell personal protective equipment under the uvex(R) brand name only in
North, Central and South America. The agreement also prohibits the Company from
selling sports products such as sunglasses or protective eyewear for sports
activities under the uvex(R) brand name regardless of geographic area.

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade receivables. The
Company performs ongoing credit evaluations of its customers and generally does
not require collateral. The Company estimates an allowance for doubtful accounts
based on the credit worthiness of its customers as well as general economic
conditions. Consequently, an adverse change in those factors could affect the
Company's estimate. The allowance for doubtful accounts was $944,638 at December
31, 1997 and $791,531 at December 31, 1996.

There were no sales to any individual customer during either of the years
ended December 31, 1997 or 1996 that represented 10% or more of consolidated
sales. The Company had sales to two customers that individually totaled
approximately $8,800,000 and $7,300,000, respectively, during the year ended
July 31, 1995, or 12% and 10%, respectively, of total sales during that period.

25
<PAGE> 28
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(d) Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market
(net realizable value). Inventories include the cost of raw materials, direct
labor and manufacturing overhead.

(e) Property and Equipment

Property and equipment are stated at cost, except for property and
equipment acquired in connection with purchase business combinations, which are
recorded at fair value on the acquisition date. Assets to be disposed of are
reported at the lower of carrying amount or estimated fair value less costs to
sell. Depreciation is provided over the estimated useful lives of the respective
assets using the straight-line method. Leasehold improvements are amortized over
the shorter of the lease term or estimated useful life of the asset.

(f) Intangible Assets

Intangible assets consist principally of customer relationships, acquired
technology, and goodwill. Goodwill represents the excess of purchase price over
fair value of net assets acquired in connection with purchase business
combinations. Intangible assets are amortized using the straight-line method
over the estimated periods benefited.

The Company evaluates impairment of intangible assets annually, or more
frequently if events or changes in circumstances indicate that carrying amounts
may no longer be recoverable. Goodwill associated with assets acquired in a
purchase business combination is included in impairment evaluations when events
or circumstances exist that indicate the carrying amount of those assets may not
be recoverable. Recoverability of intangible assets is determined based upon the
excess of carrying amounts over expected future net cash flows (undiscounted) of
the underlying business or product line. The assessment of the recoverability of
intangible assets will be impacted if estimated future net cash flows are not
achieved.

(g) Income Taxes

The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

(h) Foreign Currency

The Company periodically enters into forward foreign exchange contracts in
connection with raw material purchases denominated in foreign currencies. Other
than these contracts, the Company has no other involvement with derivative
financial instruments. Transaction gains and losses on these contracts are
included in determining operating income and were not material during any period
presented in the accompanying financial statements. The Company had no open
currency contracts at December 31, 1997.

(i) Employee Benefit Plans

The Company sponsors various defined contribution plans that cover
substantially all employees. The Company also sponsors a defined benefit pension
plan for bargaining unit employees, which is funded in accordance with the
requirements of the Employee Retirement Income Security Act, and has assets that
consist principally of bank mutual funds. Pursuant to certain stock incentive
plans, the Company has granted

26
<PAGE> 29
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

stock options to key employees and directors. The Company accounts for stock
option grants using the intrinsic value based method.

(j) Earnings Per Share

Effective December 31, 1997 the Company adopted the provisions of Statement
of Financial Accounting Standard No. 128, "Earnings Per Share," (Statement 128).
Statement 128 requires dual presentation of basic earnings per share and diluted
earnings per share. Basic earnings per share is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed by
increasing the weighted-average number of common shares by the dilutive
potential common shares that were outstanding during the period. The provisions
of Statement 128 have been applied retroactively to all periods presented.

Dilutive potential common shares during all periods presented were limited
to the effect of outstanding stock options determined by application of the
treasury stock method. Dilutive stock options included in the computation of
diluted earnings per share totaled 27,597 in 1997 and 30,103 in 1996. Common
stock that is contingently issuable to the former stockholders of Biosystems
(see note 2), and the effect of written put options, could each potentially
result in dilution of basic earnings per share in the future. These securities
were not included in the computation of diluted earnings per share during 1997
because all necessary conditions for issuance of contingent shares had not been
satisfied and because the effect of written put options was antidilutive.

In April 1996 the Company completed a public offering of its common stock.
Proceeds from the sale of 3,450,000 shares were used to repay outstanding bank
indebtedness. Assuming the aforementioned sale of common stock and repayment of
debt occurred effective January 1, 1996, supplementary basic and diluted
earnings per share for the year ended December 31, 1996 would have been $1.15
based upon 17,312,200 weighted average shares outstanding.

(k) Financial Instruments

Financial instruments of the Company at December 31, 1997 consist of cash,
accounts receivable and accounts payable. The carrying amounts of these
financial instruments approximate their fair value.

(l) Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

(m) Change in Fiscal Year

Effective August 1, 1995, the Company elected to change its fiscal year end
from July 31 to December 31. The consolidated results of operations and cash
flows for the five months ended December 31, 1995 are not necessarily indicative
of results that would be expected for a full year.

(2) ACQUISITIONS

(a) 1997 Acquisitions

On May 30, 1997 the Company completed its acquisition of Comasec Holdings,
Inc. (Comasec) and its wholly-owned subsidiary Survivair, Inc. (Survivair), a
manufacturer of air purifying and supplied air respiratory protection products.
The acquisition was effected through merger and redemption transactions which
have been accounted for as a purchase of all of the outstanding common stock of
Comasec for $27.4 million in cash, subject to certain closing adjustments.
27
<PAGE> 30
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On September 30, 1997 the Company completed its acquisition of Biosystems,
Inc. (Biosystems), a manufacturer of gas monitors and equipment for testing
self-contained breathing apparatus. The Company acquired all of the outstanding
common stock of Biosystems for an initial price of approximately $13.5 million
and payable in common stock of the Company. The Company has issued 826,514
shares of its common stock, having a fair value of approximately $13.5 million,
in connection with the acquisition of Biosystems. Shares equal to 70 percent of
the total shares issued are subject to a put option. The put option is
exercisable at any time within 24 months following the closing date at a price
equal to approximately $16 3/8 per share. If the put options were exercised in
full, the Company would be obligated to repurchase shares at a value totaling
approximately $9.5 million. In addition to the initial price, the Company may be
obligated to pay additional amounts if the operating results of Biosystems in
the year 2000 exceed certain defined thresholds. Additional payments, if any,
are payable in common shares of the Company, except that the sellers may elect
to receive up to $12.0 million in cash.

In accordance with generally accepted accounting principles, the cash paid
and fair value of common stock issued to effect these acquisitions has been
allocated to the fair value of assets purchased and liabilities assumed. In each
case, the excess of acquisition price over fair value of net assets acquired has
been recorded as goodwill and is being amortized over 40 years. Amounts recorded
as goodwill are subject to change based on the resolution of various outstanding
closing adjustments and in the case of Biosystems, as a result of additional
payments that may be made if operating results in the year 2000 exceed defined
thresholds. The fair value of purchased in-process research and development was
$1.3 million for Survivair and $2.4 million for Biosystems and has been charged
to operating expenses at the respective dates of acquisition. The purchase price
for these acquisitions has been allocated approximately as shown in the
following table.

<TABLE>
<CAPTION>
SURVIVAIR BIOSYSTEMS COMBINED
--------- ---------- --------
<S> <C> <C> <C>
Working capital................................ $ 4,000,000 $1,000,000 $ 5,000,000
Property and equipment......................... $ 6,100,000 $ 700,000 $ 6,800,000
Identifiable intangible assets................. $ 4,300,000 $3,300,000 $ 7,600,000
Purchased in-process research and
development.................................. $ 1,300,000 $2,400,000 $ 3,700,000
Goodwill....................................... $11,700,000 $6,100,000 $17,800,000
</TABLE>

The acquisitions have been accounted for as purchases and, accordingly,
operating results of the acquired companies have been included in the
accompanying financial statements of the Company beginning with the respective
acquisition dates. The following table presents pro forma results of operations
of the Company as if these acquisitions had occurred as of January 1, 1996. The
pro forma operating results include results of operations for the indicated
periods with adjusted depreciation on property and equipment, increased
amortization of intangible assets, assumed interest expense on the cash purchase
price, and increased weighted shares outstanding for shares issued in connection
with the acquisitions. Non-recurring charges resulting from the acquisitions
have been excluded from the pro forma results. The pro forma information given
is unaudited, does not purport to be indicative of the results that actually
would have been obtained if the operations were combined during the periods
presented, and is not intended to be a projection of future results or trends.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
---------------------------
1997 1996
---- ----
<S> <C> <C>
Net sales..................................... $156,000,000 $154,000,000
Net income.................................... $ 20,900,000 $ 20,000,000
Basic and diluted earnings per share.......... $ 1.16 $ 1.16
</TABLE>

(b) Subsequent Event

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$120.0 million. Howard Leight Industries is a manufacturer of hearing protection
products including disposable ear plugs, reusable ear plugs and ear muffs and
had net sales that totaled $46.5 million and $37.6 million for the years ended
December 31, 1997 and 1996, respectively. The acquisition was financed by
proceeds from bank debt (see Note 7) and will be accounted for as a purchase.
Operating results of Howard Leight Industries will be included in the
consolidated financial statements of the Company beginning with the acquisition
date.

(3) INVENTORIES

Inventories consist of the following at December 31:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Raw materials and supplies...................... $ 8,571,663 $ 6,005,983
Work-in-process................................. 4,453,527 2,092,083
Finished goods.................................. 10,424,155 9,385,352
----------- -----------
$23,449,345 $17,483,418
=========== ===========
</TABLE>

(4) PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
LIVES (YEARS) 1997 1996
------------- ---- ----
<S> <C> <C> <C>
Machinery and equipment................................ 5-10 $22,058,579 $16,827,422
Dies and molds......................................... 5 10,518,703 6,517,980
Building and leasehold improvements.................... 10-40 8,345,242 7,040,658
Furniture and fixtures................................. 10 1,524,396 987,616
Computer equipment..................................... 5 2,115,421 1,597,189
Vehicles............................................... 3 132,438 170,020
Deposits on equipment.................................. 2,770,960 1,123,721
----------- -----------
47,465,739 34,264,606
Less accumulated depreciation and amortization......... 11,585,476 7,195,477
----------- -----------
$35,880,263 $27,069,129
=========== ===========
</TABLE>

Depreciation and amortization of property and equipment totaled $4,522,776
in 1997, $3,472,171 in 1996 and $1,236,430 during the fiscal year ended July 31,
1995.

(5) INTANGIBLE ASSETS

Intangible assets include the following at December 31:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL
LIVES (YEARS) 1997 1996
------------- ---- ----
<S> <C> <C> <C>
Customer relationships................................. 10-20 $19,523,000 $19,523,000
Acquired technology.................................... 9-17 17,568,354 10,002,000
Goodwill............................................... 20-40 46,321,064 26,342,764
----------- -----------
83,412,418 55,867,764
Less accumulated amortization.......................... 12,694,264 8,598,800
----------- -----------
$70,718,154 $47,268,964
=========== ===========
</TABLE>

29
<PAGE> 32
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Amounts for identifiable intangible assets shown above generally were
determined by independent valuation at the respective acquisition dates.

(6) INCOME TAXES

Total federal and state income tax expense consists of the following:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
Fiscal year ended December 31, 1997:
Federal............................................. $ 9,600,000 $(259,000) $ 9,341,000
State............................................... 1,277,000 (30,000) 1,247,000
----------- --------- -----------
$10,877,000 $(289,000) $10,588,000
=========== ========= ===========
Fiscal year ended December 31, 1996:
Federal............................................. $10,104,770 $ 603,900 $10,708,670
State............................................... 1,383,460 109,800 1,493,260
----------- --------- -----------
$11,488,230 $ 713,700 $12,201,930
=========== ========= ===========
Five months ended December 31, 1995:
Federal............................................. $ 2,300,000 $ 82,298 $ 2,382,298
State............................................... 515,000 19,386 534,386
----------- --------- -----------
$ 2,815,000 $ 101,684 $ 2,916,684
=========== ========= ===========
Fiscal year ended July 31, 1995:
Federal............................................. $ 6,839,000 $ 338,000 $ 7,177,000
State............................................... 1,034,000 132,000 1,166,000
----------- --------- -----------
$ 7,873,000 $ 470,000 $ 8,343,000
=========== ========= ===========
</TABLE>

Actual income tax expense differs from the expected income tax expense
(computed by applying the statutory U.S. Federal corporate income tax rate to
income before income taxes) as follows:

<TABLE>
<CAPTION>
YEARS ENDED FIVE MONTHS
DECEMBER 31, ENDED
-------------------------- DECEMBER 31, YEAR ENDED
1997 1996 1995 JULY 31, 1995
---- ---- ------------ -------------
<S> <C> <C> <C> <C>
Computed expected tax expense.......... $ 8,753,626 $11,052,567 $2,531,599 $ 7,489,259
State income taxes, net of federal
income tax benefit................... 810,550 970,618 347,351 757,773
Non-deductible purchased in-process re-
search and development............... 1,302,230 -- -- --
Net tax benefit of foreign sales
corporation.......................... (187,152) -- -- --
Other.................................. (91,254) 178,745 37,734 95,968
----------- ----------- ---------- -----------
$10,588,000 $12,201,930 $2,916,684 $ 8,343,000
=========== =========== ========== ===========
Effective rate......................... 42.3% 38.6% 40.3% 39.0%
=========== =========== ========== ===========
</TABLE>

30
<PAGE> 33
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effects of temporary differences that generate deferred tax assets
and liabilities at December 31 are presented below:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts.................. $ 326,000 $ 218,500
Inventory related items.......................... 916,500 632,700
Pension and compensation related expenses........ 412,000 276,900
Accrued costs.................................... 719,000 --
Other............................................ 481,000 370,900
---------- ----------
Total gross deferred tax assets............. 2,854,500 1,499,000
Less valuation allowance.................... -- --
---------- ----------
Net deferred tax assets..................... 2,854,500 1,499,000
---------- ----------
Deferred tax liabilities:
Excess of tax over financial statement
depreciation................................... 3,012,000 2,647,200
Difference in basis of acquired assets........... 4,375,000 --
Other............................................ 93,000 173,800
---------- ----------
Total deferred tax liabilities.............. 7,480,000 2,821,000
---------- ----------
Net deferred tax liability.................. $4,625,500 $1,322,000
========== ==========
</TABLE>

(7) LONG-TERM DEBT

(a) December 31, 1997

(b) Subsequent Event

In February 1998 the Company entered into a Credit Line Agreement with
Banque Nationale de Paris (the "BNP Credit Line"). The BNP Credit Line provides
for borrowings in the amount of $110.0 million for the purpose of financing the
acquisition of Howard Leight Industries, bears interest at an annual rate equal
to three month LIBOR plus 0.3%, requires principal repayments in equal quarterly
installments over seven years, and requires interest payments quarterly. In
addition, the Company is required to pay quarterly a commitment fee equal to
0.2% per annum on the outstanding balance. In connection with the acquisition of
Howard Leight Industries the Company borrowed $14.3 million under the Revolving
Facility and $110.0 million under the BNP Credit Line.

(8) COMMITMENTS AND CONTINGENCIES

The Company leases production, office and warehouse space, and certain
equipment under non-cancelable operating leases. Minimum future rentals under
noncancellable operating leases, by year, are approximately as follows: 1998
- -$1,283,000; 1999 - $1,131,000; 2000 - $1,070,000; 2001 - $999,000; 2002 -
$905,000 and thereafter - $920,000. Rent expense totaled approximately
$1,522,000 in 1997, $1,015,000 in 1996 and $635,000 for the fiscal year ended
July 31, 1995.

31
<PAGE> 34
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Outstanding commitments as of December 31, 1997 for the purchase of
machinery and equipment were approximately $1,100,000. The Company had
outstanding letters of credit equal to approximately $626,000 at December 31,
1997 which were necessary in order to secure business with certain foreign
vendors.

The Company is currently involved in litigation incidental to its business,
which the Company believes is without merit or is adequately covered by
insurance. In the opinion of management, the ultimate resolution of such
litigation will not have a significant effect on the Company's financial
position, results of operations or cash flows.

(9) RELATED PARTY TRANSACTIONS

As disclosed in note 1, Bacou, S.A. owns a controlling interest in the
Company. The Company has periodically had indebtedness outstanding with Bacou,
S.A. Interest paid to Bacou, S.A. during the year ended July 31, 1995 and the
five months ended December 31, 1995 totaled $883,724 and $409,155, respectively.
No such indebtedness was outstanding and no interest was paid to Bacou, S.A.
during 1996 and 1997. Obligations outstanding in 1995 and the first quarter of
1996 under certain loan agreements with Banque Nationale de Paris were
guaranteed by Bacou S.A. The Company purchases certain inventory items from
wholly-owned subsidiaries of Bacou, S.A. These purchases totaled $207,000 in
1997, $625,000 in 1996 and $1,592,000 for the fiscal year ended July 31, 1995.

(10) EMPLOYEE BENEFIT PLANS

(a) Defined Contribution Plans

The Company sponsors various defined contribution plans for all eligible
employees. Employer contribution expense totaled approximately $453,000 in 1997,
$212,000 in 1996 and $91,000 for the fiscal year ended July 31, 1995.

(b) Defined Benefit Plan

The Company sponsors a defined benefit pension plan covering bargaining
unit employees. Benefits are based on years of service times a predetermined
monthly amount. The Company's policy is generally to fund the minimum required
contribution subject to any full funding limitation. Assumptions used to develop
the projected benefit obligation in 1996 and 1997, were a discount rate of 7.75%
and a long-term rate of return on assets of 8.5%. The following table sets forth
the funded status of the plan at December 31:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Projected benefit obligation.................. $(1,410,301) $(1,238,952)
Plan assets at fair value..................... 843,302 664,151
Unrecognized gain............................. (2,931) (13,519)
----------- -----------
Accrued pension cost.......................... $ (569,930) $ (588,320)
=========== ===========
</TABLE>

The amount of the accumulated and vested benefit obligations approximate
the projected benefit obligation. Periodic pension cost during the years ended
December 31, 1997 and 1996 consists of the following:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Service cost....................................... $ 47,730 $ 47,854
Interest cost...................................... 95,738 87,717
Actual return on assets............................ (89,090) (62,189)
Net amortization and deferral...................... 32,945 16,226
-------- --------
Periodic pension cost.............................. $ 87,323 $ 89,608
======== ========
</TABLE>

32
<PAGE> 35
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Effective February 26, 1996 the Company adopted the Bacou USA, Inc. 1996
Stock Incentive Plan (the "Employee Plan"). The Employee Plan provides for
stock-based incentive awards to be granted to key employees, including incentive
stock options, non-qualified stock options, restricted stock, stock appreciation
rights and stock unit awards. In the aggregate, 900,000 shares of common stock
have been reserved for issuance under the Employee Plan. Options granted under
the Employee Plan generally become fully vested after four years from the date
of grant and have a ten year term.

On May 23, 1996 the Board of Directors approved and adopted the Bacou USA,
Inc. 1996 Non-Employee Director Stock Option Plan (the "Director Plan").
Initially the Director Plan provided that on July 1 of each year, each eligible
director would automatically be granted an option to purchase 2,000 shares of
the Company's common stock. As a result, options to purchase 8,000 shares were
granted on July 1, 1996. On February 24, 1997, the Director Plan was amended to
permit the Board of Directors to grant options at their discretion. On that
date, the Board of Directors granted options to purchase 92,000 shares under the
Plan. The option exercise prices were equal to the fair market value of the
common stock on the dates of grant and options vested immediately (except for
options granted July 1, 1996 which vested on August 1, 1996).

Stock option activity is as follows:

<TABLE>
<CAPTION>
1997 1996
------------------------------ ------------------------------
NUMBER OF WEIGHTED AVERAGE NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- ---------------- --------- ----------------
<S> <C> <C> <C> <C>
Balance outstanding at beginning of
year.................................. 388,700 $15.13 -- $ --
Granted................................. 235,000 15.35 405,000 15.12
Exercised............................... (6,400) 15.00 (2,200) 15.00
Canceled................................ (39,400) 15.00 (14,100) 15.00
------- ------ ------- ------
Balance outstanding at end of year...... 577,900 $15.23 388,700 $15.13
======= ====== ======= ======
Balance exercisable at end of year...... 299,200 $15.26 80,300 $15.27
======= ====== ======= ======
</TABLE>

The Company accounts for stock option grants using the intrinsic value
method and, accordingly, no compensation cost has been recognized for its stock
options in the financial statements. Had the Company determined compensation
cost based on the fair value at the grant date for its stock options, the
Company's net income, and earnings per share (basic and diluted), would have
been reduced to $13,362,458 or $0.77 per share in 1997 and $18,760,833 or $1.14
per share in 1996. The per share weighted-average fair value of stock options
granted was $6.73 in 1997 and $7.64 in 1996 using the Black Scholes option
pricing model with the following weighted-average assumptions: expected dividend
yield 0.0%, risk-free interest rate of 5.75% in 1997 and 6.10% in 1996, expected
volatility of 0.40 in 1997 and 0.50 in 1996 and an expected life of 5 years in
1997 and 6 years in 1996. The Company's historical volatility from March 27,
1996 (the date of its initial public offering) through December 31, 1997 was
approximately 0.38.

(11) STOCK SPLIT

In connection with the Company's initial public offering of shares of
common stock, preferred stock was authorized, the number of authorized shares of
common stock was increased from 1,000 to 25,000,000 shares and the par value of
such shares was stated as $.001. On February 26, 1996, the Company effected a
13,860-for-1 split of its issued and outstanding common stock. All share and per
share data presented in the accompanying consolidated financial statements have
been restated to reflect the increased number of authorized and outstanding
shares of common stock.

33
<PAGE> 36
BACOU USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(12) QUARTERLY FINANCIAL DATA (UNAUDITED)

Following is a summary of quarterly operating results and share data.
Quarterly information shown below does not vary from amounts reported on any
Form 10-Q previously filed by the Company. There were no dividends paid or
declared during 1997 and 1996, and the Company anticipates that it will continue
to retain earnings for use in its business and not pay cash dividends for the
foreseeable future. The Company completed its acquisition on May 30, 1997 of
Survivair, Inc. and on September 30, 1997 of Biosystems, Inc. Acquisition-
related charges incurred during 1997 and included below totaled $1.8 million in
the second quarter, $3.2 million in the third quarter, $0.9 million in the
fourth quarter and $5.9 million for the full year. On an after-tax basis these
charges totaled $1.7 million in the second quarter, $2.9 million in the third
quarter, $0.5 million in the fourth quarter and $5.1 million for the full year.
There were no non-recurring charges during 1996.

<TABLE>
<CAPTION>
QUARTER
-----------------------------------------------------
FIRST SECOND THIRD FOURTH FULL YEAR
----- ------ ----- ------ ---------
<S> <C> <C> <C> <C> <C>
1997
Net sales................................ $26,380,441 $32,330,445 $35,744,384 $36,413,216 $130,868,486
Gross profit............................. 13,998,493 17,468,989 17,803,185 17,131,054 66,401,721
Income before income taxes............... 6,650,543 7,605,669 5,372,398 5,381,751 25,010,361
Net income............................... 4,131,953 4,245,062 2,453,456 3,591,890 14,422,361
Earnings per share:
Basic................................ $ 0.24 $ 0.24 $ 0.14 $ 0.21 $ 0.83
Diluted.............................. $ 0.24 $ 0.24 $ 0.14 $ 0.21 $ 0.83
Market price:
High................................. 16 5/8 16 1/4 18 18 1/2 18 1/2
Low.................................. 15 14 3/4 15 3/4 17 14 3/4

1996
Net sales................................ $26,287,840 $28,806,454 $29,319,047 $24,854,323 $109,267,664
Gross profit............................. 14,563,101 16,581,071 16,883,390 13,885,490 61,913,052
Income before income taxes............... 6,731,314 9,213,895 9,189,053 6,444,501 31,578,763
Net income............................... 4,106,227 5,648,582 5,655,533 3,966,491 19,376,833
Earnings per share:
Basic................................ $ 0.30 $ 0.33 $ 0.33 $ 0.22 $ 1.18
Diluted.............................. $ 0.30 $ 0.33 $ 0.33 $ 0.22 $ 1.18
Market price:
High................................. 19 1/2 18 7/8 17 19 1/2
Low.................................. 15 16 1/2 15 1/2 15
</TABLE>

34
<PAGE> 37

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

"Election of Directors," "Compensation of Directors and Officers," and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's proxy
statement for the Company's 1998 Annual Meeting of Stockholders to be filed with
the Securities and Exchange Commission on or before April 30, 1998 are hereby
incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

"Compensation of Directors and Officers" in the Company's proxy statement
for the Company's 1998 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission on or before April 30, 1998 is hereby
incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

"Introduction" and "Security Ownership of Certain Beneficial Owners and
Management" in the Company's proxy statement for the Company's 1998 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission
on or before April 30, 1998 are hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

"Certain Transactions" in the Company's proxy statement for the Company's
1998 Annual Meeting of Stockholders to be filed with the Securities and Exchange
Commission on or before April 30, 1998 is hereby incorporated by reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. List of Financial Statements
The following financial statements are included in Item 8 herein:

Independent Auditors' Report on Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

(a) 2. Financial Statement Schedules

Schedule II Valuation and Qualifying Accounts

All other schedules are omitted, since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements, and notes thereto.

Independent Auditors' Report on Financial Statement Schedule

35
<PAGE> 38

(a) 3. Exhibits

FORM 10-K EXHIBITS INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
2.1 -- Stock Purchase Agreement dated as of April 14, 1997 among
Bacou S.A. and Francis Berend, Pierre Alain Berend, Philippe
Berend, Pascal Berend and the other sellers parties thereto
(incorporated by reference to Exhibit 2(a) of the Company's
Form 8-K filed May 12, 1997)
2.2 -- Agreement dated April 14, 1997 between Bacou S.A. and Bacou
USA, Inc. (incorporated by reference to Exhibit 2(b) of the
Company's Form 8-K filed May 12, 1997)
2.3 -- First Amendment to Stock Purchase Agreement dated May 30,
1997 (incorporated by reference to Exhibit 2 (c) of the
Company's Form 8-K filed June 16, 1997)
2.4 -- Stock Redemption Agreement dated May 30, 1997 between
Comasec International, S.A. and Pro-Tech Respirators, Inc.
(incorporated by reference to Exhibit 2 (d) of the Company's
Form 8-K filed June 16, 1997)
2.5 -- Agreement and Plan of Merger dated as of September 30, 1997
by and among Bacou USA, Inc., ISH Transaction, Inc.,
Biosystems, Inc. and the Shareholders of Biosystems, Inc.
(incorporated by reference to Exhibit 2 (a) of the Company's
Form 8-K filed October 15, 1997)
2.6 -- Asset Purchase Agreement dated December 31, 1997 between
Bacou USA Safety, Inc. and Howard S. Leight & Associates,
Inc. (d/b/a Howard Leight Industries) (incorporated by
reference to Exhibit 2 (a) of the Company's Form 8-K filed
on March 13, 1998)
2.7 -- Letter Agreement by and between Howard S. Leight and Bacou
USA, Inc. (incorporated by reference to Exhibit 2 (b) of the
Company's Form 8-K filed on March 13, 1998)
2.8 -- Letter Agreement by and among Howard S. Leight, Bacou S.A.
and Engineering Bacou S.A. (incorporated by reference to
Exhibit 2 (c) of the Company's Form 8-K filed on March 13,
1998)
2.9 -- First Amendment to Asset Purchase Agreement dated February
27, 1998 (incorporated by reference to Exhibit 2 (d) of the
Company's Form 8-K filed on March 13, 1998)
2.10 -- Stock Purchase Agreement dated February 27, 1998 among Bacou
USA Safety, Inc., Howard S. Leight & Associates, Inc. (d/b/a
Howard Leight Industries), Howard S. Leight and John Dean
(incorporated by reference to Exhibit 2 (e) of the Company's
Form 8-K filed on March 13, 1998)
2.11 -- Stock Purchase Agreement dated February 27, 1998 among Bacou
USA Safety, Inc., Howard S. Leight & Associates, Inc. (d/b/a
Howard Leight Industries) and Howard S. Leight (incorporated
by reference to Exhibit 2 (f) of the Company's Form 8-K
filed on March 13, 1998)
3.1 -- Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3 (a) of the Company's
Registration Statement filed on Form S-1 (Commission File
No. 333-00470) (the "Company's Registration Statement"))
3.2 -- By-Laws (incorporated by reference to Exhibit 3(b) of the
Company's Registration Statement)
</TABLE>

36
<PAGE> 39

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <C> <S>
4.1 -- Revolving Line of Credit Agreement dated May 21, 1997 by and
between Bacou USA, Inc. and Citizens Bank of Rhode Island
(incorporated by reference to Exhibit 4 (a) of the Company's
Form 10-Q filed August 14, 1997)
4.2 -- First Amendment to Revolving Line of Credit Agreement by and
between Bacou USA, Inc. and Citizens Bank of Rhode Island
(incorporated by reference to Exhibit 4 (c) of the Company's
Form 10-Q filed August 14, 1997)
4.3 -- Second Amendment and Agreement to Revolving Line of Credit
Agreement between Bacou USA, Inc. and Citizens Bank of Rhode
Island
4.4 -- First Amendment and Agreement to Revolving Credit Note
between Bacou USA, Inc. and Citizens Bank of Rhode Island
4.5 -- Credit Line Agreement by and between Bacou USA, Inc. and
Banque Nationale de Paris dated February 19, 1998
(incorporated by reference to Exhibit 10 (a) of the
Company's Form 8-K filed on March 13, 1998)
10.1.1* -- Employment Agreement dated as of January 1, 1996 by and
between the Company and Walter Stepan (incorporated by
reference to Exhibit 10 (w) of Company's Registration
Statement)
10.1.2* -- First Amendment to Employment Agreement with Walter Stepan
(incorporated by reference to Exhibit 4 (g) of Company's
Form 10-Q filed November 14, 1997)
10.2.1* -- Employment Agreement dated May 8, 1995 by and between the
Company and Philip B. Barr (incorporated by reference to
Exhibit 10 (b) of Company's Registration Statement)
10.2.2* -- First Amendment to Employment Agreement with Philip B. Barr
(incorporated by reference to Exhibit 10 (x) to Amendment
No. 1 to the Company's Registration Statement)
10.2.3* -- Second Amendment to Employment Agreement with Philip B. Barr
(incorporated by reference to Exhibit 10 (y) to Amendment
No. 1 to the Company's Registration Statement)
10.2.4* -- Third Amendment to Employment Agreement with Philip B. Barr
(incorporated by reference to Exhibit 4 (h) of the Company's
Form 10-Q filed November 14, 1997)
10.3* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Harry D. Neff (incorporated by reference to
Exhibit 10 (c) of Company's Registration Statement)
10.4* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Raymond R. Baker (incorporated by reference
to Exhibit 10 (d) of Company's Registration Statement)
10.5* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Steven P. Tolisano (incorporated by
reference to Exhibit 10 (e) of Company's Registration
Statement)
10.6* -- Officer Incentive Agreement by and between Harry D. Neff and
Pro-Tech (incorporated by reference to Exhibit 10 (f) of
Company's Registration Statement)
10.7* -- Employment Agreement dated December 31, 1996 between Titmus
Optical, Inc. and Michael Mancuso (incorporated by reference
to Exhibit 10 (i) of the Company's Form 10-K filed March 31,
1997)
10.8* -- Employment Agreement dated December 19, 1997 between Titmus
Optical, Inc. and Richard J. Masters (incorporated by
reference to Exhibit 10 (j) of the Company's Form 10-K filed
March 31, 1997)
10.9.1* -- Employment Agreement dated October 1, 1995 by and between
Titmus Optical, Inc. and Thomas J. Goeltz (incorporated by
reference to Exhibit 10 (k) (1) of the Company's Form 10-K
filed March 31, 1997)
10.9.2* -- First Amendment to Employment Agreement dated December 18,
1996 between Titmus Optical, Inc. and Thomas Goeltz
(incorporated by reference to Exhibit 10 (k) (2) of the
Company's Form 10-K filed March 31, 1997)
</TABLE>

37
<PAGE> 40

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
10.10* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Philip M. Johnson (incorporated by reference
to Exhibit 10 (l) of the Company's Form 10-K filed March 31,
1997)
10.11* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Richard Sustello (incorporated by reference
to Exhibit 10 (m) of the Company's Form 10-K filed March 31,
1997)
10.12* -- Employment Agreement dated May 30, 1997 between Survivair,
Inc. and Jack Bell (incorporated by reference to Exhibit 4
(a) of the Company's Form 10-Q filed November 14, 1997)
10.13* -- Employment Agreement dated May 30, 1997 between Survivair,
Inc. and Robert Hitchcock (incorporated by reference to
Exhibit 4 (b) of the Company's Form 10-Q filed November 14,
1997)
10.14* -- Employment Agreement dated May 30, 1997 between Survivair,
Inc. and Stephen E. Wiser (incorporated by reference to
Exhibit 4 (c) of the Company's Form 10-Q filed November 14,
1997)
10.15* -- Employment Agreement dated October 1, 1997 between
Biosystems, Inc. and Jack Burt (incorporated by reference to
Exhibit 4 (d) of the Company's Form 10-Q filed November 14,
1997)
10.16* -- Employment Agreement dated October 1, 1997 between
Biosystems, Inc. and Joseph Burt (incorporated by reference
to Exhibit 4 (e) of the Company's form 10-Q filed November
14, 1997)
10.17* -- Employment Agreement dated October 1, 1997 between
Biosystems, Inc. and Jeffrey M. Whynall (incorporated by
reference to Exhibit 4 (f) of the Company's Form 10-Q filed
November 14, 1997)
10.18* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and John Dean (incorporated by reference to
Exhibit 99 (a) of the Company's Form 8-K filed on March 13,
1998)
10.19* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and Robert Hanover (incorporated by
reference to Exhibit 99 (b) of the Company's Form 8-K filed
on March 13, 1998)
10.20* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and Ken David Meyers (incorporated by
reference to Exhibit 99 (c) of the Company's Form 8-K filed
on March 13, 1998)
10.21* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and Thomas A. Wagner (incorporated by
reference to Exhibit 99 (d) of the Company's Form 8-K filed
on March 13, 1998)
10.22* -- Employment Agreement dated February 17, 1998 between Titmus
Optical, Inc. and Bradford L. Brooks
10.23 -- Registration Rights Agreement dated July 31, 1994 by and
between Walter Stepan and the Company (incorporated by
reference to Exhibit 10 (h) (i) of Company's Registration
Statement)
10.24 -- Form of Registration Rights Agreement dated February ,
1996 among the Principal Stockholder Figa, S.A., Walter
Stepan, Heidemarie Stepan, Bettina Stepan, Axel Stepan and
the Company (incorporated by reference to Exhibit 10 (i) to
Amendment No. 1 of Company's Registration Statement)
10.25 -- Registration Rights Agreement dated September 30, 1997 by
and among Bacou USA, Inc. and each person identified therein
(incorporated by reference to Exhibit 2 (b) of the Company's
Form 8-K filed October 15, 1997)
10.26 -- Corporate Opportunities Agreement dated as of January 1,
1996 between the Principal Stockholder and the Company
(incorporated by reference to Exhibit 10 (j) of Company's
Registration Statement)
</TABLE>

38
<PAGE> 41

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <C> <S>
10.27 -- Amended and Restated Agreement of Transfer, Trademarks,
Know-How and Related Matters dated November 2, 1995 by and
among Uvex Winter Optik GmbH, Uvex Arbeitsschutz GmbH & Co.,
KG, Uvex Winter Optical, Inc. and Uvex Safety (incorporated
by reference to Exhibit 10 (k) of Company's Registration
Statement)
10.28 -- License Agreement dated June 1, 1986 between Uvex Winter
Optik GmbH and Uvex Winter Optical, Inc., as amended by a
First Amendment dated October 31, 1994 (incorporated by
reference to Exhibit 10 (l) of Company's Registration
Statement)
10.29 -- License Agreement dated July 1, 1992 between Uvex Winter
Optik GmbH and Uvex Winter Optical, Inc., as amended by a
First Amendment dated October 31, 1994 (incorporated by
reference to Exhibit 10 (m) of Company's Registration
Statement)
10.30 -- Cooperation Agreement among Uvex Safety, Laservision GmbH,
Uvex Winter Optik GmbH and Rupp & Hubrach KG dated March 18,
1991 (incorporated by reference to Exhibit 10 (n) of
Company's Registration Statement)
10.31 -- Lease Agreement between Uvex Winter Optical, Inc. and Uvex
Safety, LLC dated April 15, 1993, as amended by a First
Amendment to Lease Agreement dated as of July 31, 1994, as
further amended by a Second Amendment to Lease Agreement
dated as of October 31, 1994, and as further amended by a
Third Amendment to Lease Agreement dated July 14, 1995
(incorporated by reference to Exhibit 10 (o) of Company's
Registration Statement)
10.32 -- Sales Agreement dated January 1, 1998 by and between Uvex
Safety Manufacturing, Inc. and General Electric Company
10.33 -- Bacou USA, Inc. 1996 Stock Incentive Plan (incorporated by
reference to Exhibit 10 (g) of the Company's Registration
Statement)
10.34 -- Bacou USA, Inc. 1996 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10 (x) of the
Company's Form 10-K filed March 31, 1997)
10.35 -- 1998 Howard S. Leight Stock Option Plan
10.36* -- Bonus Plan for Executives of Titmus Optical, Inc. and Uvex
Safety, Inc. for 1996 and 1997 (incorporated by reference to
Exhibit 10 (f) of the Company's Form 10-Q filed November 14,
1996)
10.37* -- Bonus Plan for John Dean for 1998 and 1999
10.38 -- Lease Agreement dated February 27, 1998 by and between
Howard S. Leight and Bacou USA Safety, Inc.
10.39* -- Bonus Plan for Executives of Subsidiaries and Divisions of
Bacou USA, Inc. for 1998 and 1999
10.40 -- Consultant Agreement dated as of February 27, 1998 between
Howard S. Leight and Bacou USA Safety, Inc. (incorporated by
reference to Exhibit 99 (e) of the Company's Form 8-K filed
March 13, 1998)
11 -- Statement Re: Computation of Per Share Earnings
21 -- Subsidiaries of the Company
23 -- Accountants' Consent
27 -- Financial Data Schedule
</TABLE>

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

* Management contract or compensatory plan or arrangement

(b) Reports on Form 8-K

The registrant filed one report on Form 8-K during the quarterly period
ended December 31, 1997. The report, dated September 30, 1997, was filed for the
purpose of disclosing the closing of the acquisition of Biosystems, Inc.

39
<PAGE> 42

SIGNATURES

Pursuant to the requirements of Section 13 or 15(a) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Smithfield, State of Rhode Island, on this 27th day of March, 1998.

BACOU USA, INC.

By /s/ PHILIP B. BARR
------------------------------------
PHILIP B. BARR
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>

/s/ WALTER STEPAN Vice Chairman, President, Chief Executive
- ----------------------------------------------------- Officer, Director
WALTER STEPAN

/s/ PHILIP B. BARR Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer, Treasurer and Secretary, Director
PHILIP B. BARR

/s/ JEFFREY T. BROWN Corporate Controller and Chief
- ----------------------------------------------------- Accounting Officer
JEFFREY T. BROWN

/s/ PHILIPPE BACOU Chairman of the Board, Director
- -----------------------------------------------------
PHILIPPE BACOU

/s/ CHRISTOPHE BACOU Director
- -----------------------------------------------------
CHRISTOPHE BACOU

/s/ KARL F. ERICSON Director
- -----------------------------------------------------
KARL F. ERICSON

/s/ HOWARD S. LEIGHT Director
- -----------------------------------------------------
HOWARD S. LEIGHT

/s/ HERBERT A. WERTHEIM Director
- -----------------------------------------------------
HERBERT A. WERTHEIM
</TABLE>

40
<PAGE> 43

Item 14(a) 2. Financial Statement Schedules
Financial Statement Schedule II

Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
ADDITIONS ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COST AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS(1) DEDUCTIONS(2) PERIOD
----------- ---------- ---------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Bad debt allowance
Year ended July 31, 1995.......... $262,000 $114,865 $50,000 $31,865 $395,000
Five months ended December 31,
1995........................... 395,000 158,671 222,585 119,511 656,745
Year Ended December 31 1996....... 656,745 290,761 -- 155,975 791,531
Year ended December 31, 1997...... 791,531 210,765 208,756 266,414 944,638
</TABLE>

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

(1) Represents the beginning bad debt allowance of businesses acquired during
the period.

(2) Deductions consist of uncollectible accounts charged-off during the period,
net of recoveries.

All other schedules for which provisions are made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable or not material
and therefore have been omitted.

41
<PAGE> 44

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Bacou USA, Inc.:

Under date of February 17, 1998, except as to notes 2 (b) and 7 (b) which
are as of February 27, 1998, we reported on the consolidated balance sheets of
Bacou USA, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the fiscal years ended December 31, 1997 and 1996 as contained in the annual
report on Form 10-K for the year 1997. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule included in the Form 10-K. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

KPMG PEAT MARWICK LLP

Providence, Rhode Island
February 17, 1998

42
<PAGE> 45

EXHIBITS INDEX

43
<PAGE> 46

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
4.5 -- Credit Line Agreement by and between Bacou USA, Inc. and
Banque Nationale de Paris dated February 19, 1998
(incorporated by reference to Exhibit 10 (a) of the
Company's Form 8-K filed on March 13, 1998)
10.1.1* -- Employment Agreement dated as of January 1, 1996 by and
between the Company and Walter Stepan (incorporated by
reference to Exhibit 10 (w) of Company's Registration
Statement)
10.1.2* -- First Amendment to Employment Agreement with Walter Stepan
(incorporated by reference to Exhibit 4 (g) of Company's
Form 10-Q filed November 14, 1997)
10.2.1* -- Employment Agreement dated May 8, 1995 by and between the
Company and Philip B. Barr (incorporated by reference to
Exhibit 10 (b) of Company's Registration Statement)
10.2.2* -- First Amendment to Employment Agreement with Philip B. Barr
(incorporated by reference to Exhibit 10 (x) to Amendment
No. 1 to the Company's Registration Statement)
10.2.3* -- Second Amendment to Employment Agreement with Philip B. Barr
(incorporated by reference to Exhibit 10 (y) to Amendment
No. 1 to the Company's Registration Statement)
10.2.4* -- Third Amendment to Employment Agreement with Philip B. Barr
(incorporated by reference to Exhibit 4 (h) of the Company's
Form 10-Q filed November 14, 1997)
10.3* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Harry D. Neff (incorporated by reference to
Exhibit 10 (c) of Company's Registration Statement)
10.4* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Raymond R. Baker (incorporated by reference
to Exhibit 10 (d) of Company's Registration Statement)
10.5* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Steven P. Tolisano (incorporated by
reference to Exhibit 10 (e) of Company's Registration
Statement)
10.6* -- Officer Incentive Agreement by and between Harry D. Neff and
Pro-Tech (incorporated by reference to Exhibit 10 (f) of
Company's Registration Statement)
10.7* -- Employment Agreement dated December 31, 1996 between Titmus
Optical, Inc. and Michael Mancuso (incorporated by reference
to Exhibit 10 (i) of the Company's Form 10-K filed March 31,
1997)
10.8* -- Employment Agreement dated December 19, 1997 between Titmus
Optical, Inc. and Richard J. Masters (incorporated by
reference to Exhibit 10 (j) of the Company's Form 10-K filed
March 31, 1997)
10.9.1* -- Employment Agreement dated October 1, 1995 by and between
Titmus Optical, Inc. and Thomas J. Goeltz (incorporated by
reference to Exhibit 10 (k) (1) of the Company's Form 10-K
filed March 31, 1997)
10.9.2* -- First Amendment to Employment Agreement dated December 18,
1996 between Titmus Optical, Inc. and Thomas Goeltz
(incorporated by reference to Exhibit 10 (k) (2) of the
Company's Form 10-K filed March 31, 1997)
10.10* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Philip M. Johnson (incorporated by reference
to Exhibit 10 (l) of the Company's Form 10-K filed March 31,
1997)
10.11* -- Employment Agreement dated January 1, 1996 by and between
Uvex Safety and Richard Sustello (incorporated by reference
to Exhibit 10 (m) of the Company's Form 10-K filed March 31,
1997)
10.12* -- Employment Agreement dated May 30, 1997 between Survivair,
Inc. and Jack Bell (incorporated by reference to Exhibit 4
(a) of the Company's Form 10-Q filed November 14, 1997)
10.13* -- Employment Agreement dated May 30, 1997 between Survivair,
Inc. and Robert Hitchcock (incorporated by reference to
Exhibit 4 (b) of the Company's Form 10-Q filed November 14,
1997)
</TABLE>

44
<PAGE> 47

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
10.14* -- Employment Agreement dated May 30, 1997 between Survivair,
Inc. and Stephen E. Wiser (incorporated by reference to
Exhibit 4 (c) of the Company's Form 10-Q filed November 14,
1997)
10.15* -- Employment Agreement dated October 1, 1997 between
Biosystems, Inc. and Jack Burt (incorporated by reference to
Exhibit 4 (d) of the Company's Form 10-Q filed November 14,
1997)
10.16* -- Employment Agreement dated October 1, 1997 between
Biosystems, Inc. and Joseph Burt (incorporated by reference
to Exhibit 4 (e) of the Company's form 10-Q filed November
14, 1997)
10.17* -- Employment Agreement dated October 1, 1997 between
Biosystems, Inc. and Jeffrey M. Whynall (incorporated by
reference to Exhibit 4 (f) of the Company's Form 10-Q filed
November 14, 1997)
10.18* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and John Dean (incorporated by reference to
Exhibit 99 (a) of the Company's Form 8-K filed on March 13,
1998)
10.19* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and Robert Hanover (incorporated by
reference to Exhibit 99 (b) of the Company's Form 8-K filed
on March 13, 1998)
10.20* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and Ken David Meyers (incorporated by
reference to Exhibit 99 (c) of the Company's Form 8-K filed
on March 13, 1998)
10.21* -- Employment Agreement dated February 27, 1998 between Bacou
USA Safety, Inc. and Thomas A. Wagner (incorporated by
reference to Exhibit 99 (d) of the Company's Form 8-K filed
on March 13, 1998)
10.22* -- Employment Agreement dated February 17, 1998 between Titmus
Optical, Inc. and Bradford L. Brooks
10.23 -- Registration Rights Agreement dated July 31, 1994 by and
between Walter Stepan and the Company (incorporated by
reference to Exhibit 10 (h) (i) of Company's Registration
Statement)
10.24 -- Form of Registration Rights Agreement dated February ,
1996 among the Principal Stockholder Figa, S.A., Walter
Stepan, Heidemarie Stepan, Bettina Stepan, Axel Stepan and
the Company (incorporated by reference to Exhibit 10 (i) to
Amendment No. 1 of Company's Registration Statement)
10.25 -- Registration Rights Agreement dated September 30, 1997 by
and among Bacou USA, Inc. and each person identified therein
(incorporated by reference to Exhibit 2 (b) of the Company's
Form 8-K filed October 15, 1997)
10.26 -- Corporate Opportunities Agreement dated as of January 1,
1996 between the Principal Stockholder and the Company
(incorporated by reference to Exhibit 10 (j) of Company's
Registration Statement)
10.27 -- Amended and Restated Agreement of Transfer, Trademarks,
Know-How and Related Matters dated November 2, 1995 by and
among Uvex Winter Optik GmbH, Uvex Arbeitsschutz GmbH & Co.,
KG, Uvex Winter Optical, Inc. and Uvex Safety (incorporated
by reference to Exhibit 10 (k) of Company's Registration
Statement)
10.28 -- License Agreement dated June 1, 1986 between Uvex Winter
Optik GmbH and Uvex Winter Optical, Inc., as amended by a
First Amendment dated October 31, 1994 (incorporated by
reference to Exhibit 10 (l) of Company's Registration
Statement)
10.29 -- License Agreement dated July 1, 1992 between Uvex Winter
Optik GmbH and Uvex Winter Optical, Inc., as amended by a
First Amendment dated October 31, 1994 (incorporated by
reference to Exhibit 10 (m) of Company's Registration
Statement)
</TABLE>

45
<PAGE> 48

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
10.30 -- Cooperation Agreement among Uvex Safety, Laservision GmbH,
Uvex Winter Optik GmbH and Rupp & Hubrach KG dated March 18,
1991 (incorporated by reference to Exhibit 10 (n) of
Company's Registration Statement)
10.31 -- Lease Agreement between Uvex Winter Optical, Inc. and Uvex
Safety, LLC dated April 15, 1993, as amended by a First
Amendment to Lease Agreement dated as of July 31, 1994, as
further amended by a Second Amendment to Lease Agreement
dated as of October 31, 1994, and as further amended by a
Third Amendment to Lease Agreement dated July 14, 1995
(incorporated by reference to Exhibit 10 (o) of Company's
Registration Statement)
10.32 -- Sales Agreement dated January 1, 1998 by and between Uvex
Safety Manufacturing, Inc. and General Electric Company
10.33 -- Bacou USA, Inc. 1996 Stock Incentive Plan (incorporated by
reference to Exhibit 10 (g) of the Company's Registration
Statement)
10.34 -- Bacou USA, Inc. 1996 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10 (x) of the
Company's Form 10-K filed March 31, 1997)
10.35 -- 1998 Howard S. Leight Stock Option Plan
10.36* -- Bonus Plan for Executives of Titmus Optical, Inc. and Uvex
Safety, Inc. for 1996 and 1997 (incorporated by reference to
Exhibit 10 (f) of the Company's Form 10-Q filed November 14,
1996)
10.37* -- Bonus Plan for John Dean for 1998 and 1999
10.38 -- Lease Agreement dated February 27, 1998 by and between
Howard S. Leight and Bacou USA Safety, Inc.
10.39* -- Bonus Plan for Executives of Subsidiaries and Divisions of
Bacou USA, Inc. for 1998 and 1999
10.40 -- Consultant Agreement dated as of February 27, 1998 between
Howard S. Leight and Bacou USA Safety, Inc. (incorporated by
reference to Exhibit 99 (e) of the Company's Form 8-K filed
March 13, 1998)
11 -- Statement Re: Computation of Per Share Earnings
21 -- Subsidiaries of the Company
23 -- Accountants' Consent
27 -- Financial Data Schedule
</TABLE>

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

* Management contract or compensatory plan or arrangement

<PAGE> 1
EXHIBIT 4.3

SECOND AMENDMENT AND AGREEMENT TO

REVOLVING LINE OF CREDIT AGREEMENT

This Second Amendment and Agreement to Revolving Line of Credit Agreement
is made as of the ____ day of February, 1998, by and between CITIZENS BANK OF
RHODE ISLAND, a Rhode Island financial institution with offices at One Citizens
Plaza, Providence, Rhode Island 02903 (the "Lender"); and BACOU USA, INC., a
Delaware corporation with offices at 10 Thurber Boulevard, Smithfield, Rhode
Island 02917 (the "Borrower").

WITNESSETH THAT:

WHEREAS, the Lender and the Borrower are parties to a certain Revolving
Line of Credit Agreement dated as of May 21, 1997, as amended by letter
agreement dated July 21, 1997 (as amended, the "Loan Agreement") pursuant to
which the Lender agreed INTER ALIA, to make certain loans from time to time to
the Borrower; and

WHEREAS, the Lender and Borrower desire to amend the Loan Agreement on the
terms and conditions hereinafter set forth.

NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:

1. All capitalized terms used herein without definition shall have the
definitions assigned by the Loan Agreement.

2. Effective the date hereof, the following defined terms set forth in
Section 1 of the Credit Agreement are hereby amended or added in their entirety,
as applicable, to read as follows:

"FOREIGN EXCHANGE CONTRACT" Foreign Exchange Contract means the
agreement of the Lender to sell, and the Borrower to buy, foreign currency
on a forward contract basis.

"OPERATING CASH FLOW" Operating Cash Flow means net profit (as
determined in accordance with generally accepted accounting principles
consistently applied) of the Borrower for the prior twelve (12) months
before reduction for interest, taxes, depreciation and amortization and
other non-cash expenses.

"REVOLVING CREDIT LIMIT" Revolving Credit Limit means the sum of
Thirty-One Million and 00/100ths Dollars ($31,000,000)."

"REVOLVING CREDIT NOTE" Revolving Credit Note means that certain
promissory note dated May 21, 1997 as amended by First Amendment and

<PAGE> 2

Agreement dated February __, 1998 made by Borrower in favor of the Lender
in the maximum principal amount of Thirty-One Million and 00/100ths Dollars
($31,000,000), evidencing the Revolving Credit Loans.

"REVOLVING CREDIT TERMINATION DATE" Revolving Credit Termination Date
means May 31, 2000, unless extended in writing by the Lender.

"TOTAL DEBT SERVICE" Total Debt Service means the total of Borrower's
interest expense (on all interest bearing debt) plus current maturities of
long term debt and capitalized leases."

3. Effective the date hereof, Section 2.1 of the Loan Agreement is
amended to read in its entirety as follows:

"2.1 REVOLVING CREDIT COMMITMENT. Subject to the terms and conditions
of this Agreement, the Lender agrees to make Revolving Credit Loans to
Borrower on a revolving basis from time to time from the date hereof to and
including the Revolving Credit Termination Date, in an aggregate principal
amount up to but not exceeding at any one time outstanding the Revolving
Credit Limit. During the aforesaid period, Borrower may use the Revolving
Credit Commitment by borrowing, paying and repaying the Revolving Credit
Loans (and by surrendering Letters of Credit and by settling Foreign
Exchange Contracts) in whole or in part and by reborrowing (or by
requesting additional Letters of Credit on its account or by entering into
Foreign Exchange Contracts), all in accordance with the terms and
conditions of this Agreement."

4. Effective the date hereof, Section 2.3(f) the Loan Agreement is
amended to read in its entirety as follows:

"(f) Each request for the Lender to enter into a Foreign Exchange
Contract hereunder shall be accompanied by the completion of the standard
application relating thereto. Each such Foreign Exchange Contract shall be
in form and substance satisfactory to the Lender in accordance with this
usual and customary practice, and shall contain such terms and conditions,
and shall specify such prices, as may be offered to Borrower from time to
time by the Lender in its sole discretion. In the event of any
inconsistency between this Agreement and the Foreign Exchange Contracts,
the Foreign Exchange Contracts shall prevail and govern. The Borrower
hereby agrees to pay to the Lender all sums due and payable under, and to
pay on demand all interest, fees and other usual and customary fees and
transaction charges of the Lender as set forth in, each Foreign Exchange
Contract as in effect from time to time. If any restriction is imposed upon
the Lender or the Borrower by any Federal, state or other regulatory
authority or any applicable law which, in the sole judgment of the Lender,
prevents the Lender from entering into any further Foreign Exchange
Contracts, then the Lender shall so notify the Borrower or the Borrower
shall notify the

-2-
<PAGE> 3

Lender, as the case may be, and the Lender shall not thereafter be
obligated to enter into any further Foreign Exchange Contracts in violation
of any such restriction so long as such restriction shall remain in
effect."

5. Effective the date hereof, Section 2.4 the Loan Agreement is amended
to read in its entirety as follows:

"2.4 LIMITATIONS ON REVOLVING CREDIT LOANS. Notwithstanding anything
contained in this Agreement to the contrary, the aggregate amount of the
Revolving Credit Loans made or outstanding at any time hereunder and under
the Revolving Credit Note shall not exceed the Revolving Credit Limit. In
no event shall the sum of the aggregate principal amount of all outstanding
Revolving Credit Loans plus the aggregate face amount of all issued undrawn
Letters of Credit plus twenty percent (20%) of the outstanding Foreign
Exchange Contracts exceed at any time the Revolving Credit Limit. In the
event that the aggregate sum of the Revolving Credit Loans outstanding plus
the aggregate face amount of all issued undrawn Letters of Credit plus
twenty percent (20%) of the outstanding Foreign Exchange Contracts at any
time exceeds the Revolving Credit Limit, the Borrower shall immediately pay
to the Lender an amount equal to the amount by which such sum exceeds the
Revolving Credit Limit, so that Borrower shall always be in compliance with
the Revolving Credit Limit."

6. Effective the date hereof, Section 2.7 the Loan Agreement is amended
to read in its entirety as follows:

"2.7 PURPOSE OF REVOLVING CREDIT LOANS. The purpose of the Revolving
Credit Commitment and all Revolving Credit Loans is to provide working
capital for Borrower's business operations, to finance acquisitions of
other entities with Lender's consent, to finance capital asset purchases,
to provide Borrower with Letters of Credit from time to time and to allow
the Borrower to enter into Foreign Exchange Contracts from time to time."

7. Effective the date hereof, Section 5.13 of the Loan Agreement which
contained a leverage ratio shall be deleted in its entirety and replaced with a
Debt Service ratio to read in its entirety as follows:

"5.13. DEBT SERVICE COVERAGE. Maintain, at December 31st of each
year, a ratio of the Borrower's Operating Cash Flow for the prior twelve
(12) months to the Borrower's Total Debt Service for the prior twelve (12)
months of not less than 1.25:1."

-3-
<PAGE> 4

8. Effective the date hereof, Section 6.8 of the Loan Agreement is
amended in its entirety to read as follows:

"6.8. FISCAL LOSS. Neither Borrower nor Bacou USA Safety, Inc. shall
incur a Fiscal Loss in any of its fiscal years."

9. The obligation of Lender to amend the Loan Agreement is subject to
the following conditions precedent:

(a) AUTHORIZATION. On or prior to the date hereof, Borrower shall
have furnished to Lender copies of all corporate documents and proceedings
taken by Borrower, certified by Borrower's secretary authorizing all such
borrowings and actions, and the execution, delivery and performance of the
Loan Documents and such other documents as Lender or its counsel may
reasonably request.

(b) CERTIFICATE. The representations and warranties contained in
SECTION 3 of the Loan Agreement shall be true and correct on the date
hereof and on each date on which Borrower requests a Loan hereunder; and no
event that constitutes or which with the mere giving of notice of lapse of
time, or both, would constitute an Event of Default under this Agreement
shall have occurred or shall exist on such date. Upon request of Lender,
Borrower shall deliver to Lender certificates of Borrower's secretary, to
the foregoing effect.

(c) LOAN DOCUMENTS. On or prior to the date hereof, Borrower shall
execute and deliver to Lender this First Amendment and Agreement to
Revolving Line of Credit Agreement and a First Amendment and Agreement to
Revolving Credit Note, and any other instruments or documents related to
the foregoing instruments or this Agreement.

(d) FINANCIAL STATEMENTS. On or prior to the date hereof, Lender
shall receive a copy of the Borrower's audited financial statements as of
December 31, 1997 of Borrower.

10. All references to the "Loan Agreement" in the Loan Agreement, the
Revolving Credit Note and all other documents and agreements executed or
delivered in connection herewith shall from and after the effective date hereof
refer to the Loan Agreement, as amended hereby.

11. Except as amended hereby, the Loan Agreement shall remain in full
force and effect and is in all respects hereby ratified and affirmed.

12. The Borrower covenants and agrees to pay all out-of-pocket expenses,
costs and charges incurred by the Lender (including reasonable fees and
disbursements of counsel) in connection with the preparation and implementation
of this Second Amendment and Agreement to Loan Agreement.

-4-
<PAGE> 5

IN WITNESS WHEREOF, the undersigned parties have caused this Second
Amendment and Agreement to Revolving Line of Credit Agreement to be executed by
their duly authorized officers as of the date first above written.

WITNESS: BACOU USA, INC.

_________________________________ By: /s/ Walter Stepan
-----------------------------------
Walter Stepan
Title: Vice Chairman, President and
Chief Executive Officer

_________________________________ By: /s/ Philip B. Barr, Jr.
-----------------------------------
Philip B. Barr, Jr.
Title: Executive Vice President and
Chief Financial Officer

CITIZENS BANK OF RHODE ISLAND

By: /s/ William J. DuBlois
-----------------------------------
Title: Vice President

-5-

<PAGE> 1
EXHIBIT 4.4

FIRST AMENDMENT AND AGREEMENT
TO
REVOLVING CREDIT NOTE

For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned CITIZENS BANK OF RHODE ISLAND, a Rhode
Island financial institution with offices at One Citizens Plaza, Providence,
Rhode Island 02903 (the "Lender"); and BACOU USA, INC., a Delaware corporation
with offices at 10 Thurber Boulevard, Smithfield, Rhode Island 02917 (the
"Borrower"), hereby amend, effective the date hereof, that certain Revolving
Credit Note dated May 21, 1997 (the "Note") issued by the Borrower to the
Lender, as follows:

(a) by deleting from the upper left hand corner of the first page of
the Note the numbers "$28,000,000" and inserting in lieu thereof the
numbers "$31,000,000";

(b) by deleting from the sixth line of the first paragraph of the
Note the words and numbers "Twenty-Eight Million Dollars ($28,000,000)" and
inserting in lieu thereof the words and numbers "Thirty-One Million Dollars
($31,000,000)"; and

(c) by amending the third paragraph of the Note to read in its
entirety as follows: "Interest, at the applicable rate, coming due under
this Revolving Credit Note shall be paid monthly, in arrears, commencing on
the last day of February, 1998, and continuing on the last day of each
successive month thereafter (each such payment date is herein called an
"Installment Date") until the entire principal balance due under this
Revolving Credit Note is paid in full; provided, however, that the entire
principal balance of this Revolving Credit Note and all interest and
charges due hereunder shall be due and payable on the 31st day of May, 2000
(the "Maturity Date"), unless otherwise extended by Lender in writing."

Except as amended hereby, the Note shall remain in full force and effect
and is in all respects hereby ratified and affirmed. The foregoing merely
modifies the Note and is not intended to be, nor does it act as, a substitution
for the same.

<PAGE> 2

IN WITNESS WHEREOF, the undersigned parties have caused this First
Amendment and Agreement to Revolving Credit Note to be executed by their duly
authorized officers as of the ____ day of February, 1998.

WITNESS: BACOU USA, INC.

_________________________________ By: /s/ Walter Stepan
-----------------------------------
Walter Stepan
Title: Vice Chairman, President and
Chief Executive Officer

_________________________________ By: /s/ Philip B. Barr, Jr.
-----------------------------------
Philip B. Barr, Jr.
Title: Executive Vice President and
Chief Financial Officer

CITIZENS BANK OF RHODE ISLAND

By: /s/ Bruce Hallworth
-----------------------------------
Title: Senior Vice President

-2-

<PAGE> 1
EXHIBIT 10.22

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of this 17th day of February, 1998, by and between
Bradford L. Brooks ("Executive"), currently residing at 3295 Hood Road, Medina,
Ohio 44256, and Titmus Optical, Inc., a corporation organized under the laws of
Delaware (the "Company"), with its principal offices at 3811 Corporate Drive,
Petersburg, VA 23805.

W I T N E S S E T H :

WHEREAS, Company wishes to secure the services of Executive as President
and Chief Executive Officer for the period provided in this Agreement; and

WHEREAS, Executive is willing to enter into this Agreement for such period
and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises herein contained,
Company and Executive hereby agree as follows:

1. EMPLOYMENT. During the period of employment set forth in Section 2 of
this Agreement, Company shall employ Executive, and Executive shall serve as
President and Chief Executive Officer of Company. Executive shall promptly
relocate his permanent residence to the Petersburg, Virginia area. Executive
agrees to faithfully perform the duties assigned to him to the best of his
ability and, except for vacations and periods of temporary illness, to devote
his full time and attention to the business of Company. Ancillary employment
such as writing, teaching or lecturing, as well as the acceptance of honorific
titles may be undertaken by the Executive only with the approval of the Chief
Executive Officer of Bacou USA, Inc. or his designee ("Chairman"). Executive
also agrees that he will not engage in any other business activities without the
prior approval of the Chairman. Executive may only serve as an officer,
director, trustee or committee member, or in any similar position, of a
reasonable number (maximum two) of trade associations and religious, charitable,
educational, civic or other non-business organizations, subject to the approval
of the Chairman. The Executive represents and warrants to Company that he is now
under no contract or agreement nor will he execute any contract or agreement
that will in any manner interfere, conflict with or prevent him from performing
his duties under the terms and conditions of this Agreement, recognizing that
his performance hereunder will require the devotion of his full time and
attention during and beyond regular business hours during the Term (as
hereinafter defined), including extensive travel.

2. PERIOD OF EMPLOYMENT. The Executive's employment under this Agreement
shall initially cover the period beginning on the date when Executive is
available to begin

<PAGE> 2

work on a full-time basis at the Company's facility in Petersburg, Virginia
(which shall be not later than March 9, 1998) to December 31, 1999 (the "Initial
Term"). On January 1, 2000, and at the end of each year thereafter, the period
of employment shall be automatically extended, without further action by either
party, for successive one year periods (each a "Renewal Term") unless at least
six months prior to the end of any Term either party shall have served written
notice on the other of its election to allow this Agreement to terminate at the
end of such Term. The Initial Term and any Renewal Terms are hereinafter
sometimes collectively referred to as the "Term."

If either party notifies the other party that it shall not extend the
period of employment, Company may, at its option, decide that the Executive
shall take a leave-of-absence for part or all of the remaining time of his
employment, continuing to receive all compensation as if actively working. Any
amounts paid by the Company pursuant to this Section after Executive is relieved
of his duties shall be credited against any amounts payable under Section 4(g)
hereof and in no event shall the amount payable pursuant to this paragraph
exceed any amount payable under Section 4(g) hereof.

3. TERMINATION. The period of employment shall be terminated upon the first
to occur of the following:

(i) The expiration of the period of employment pursuant to Section 2 of
this agreement.

(ii) The Executive's death.

(iii) The Executive becoming permanently disabled. Permanent disability
shall mean physical or mental incapacity of a nature which prevents
Executivefrom performing his duties under this Agreement for a period
of more than six months in any twelve month period.

(iv) The Executive's employment being terminated by Company for cause.
Termination for cause shall mean termination by action of the Board of
Directors of Company because of the willful failure of Executive to
perform his duties and obligations under this Agreement (including but
not limited to his obligation to promptly relocate his permanent
residence to the Petersburg, Virginia area) or failure to execute in a
reasonable and responsible manner the policies of the Company or gross
negligence in the performance of his duties under this Agreement or
the commission by Executive of a felony.

4. COMPENSATION AND BENEFITS.

-2-
<PAGE> 3

(a) The Executive shall receive regular compensation (the "Base Salary") at
the initial rate of One Hundred Sixty Thousand Dollars ($160,000.00) per annum
during the Initial Term. The Base Salary shall be payable in arrears less the
usual payroll deductions at the same times and in the same manner as salaries
paid to other employees of the Company. The Executive shall participate in any
wage increases applicable generally to salaried employees of Company. The Base
Salary prevailing at any time shall be reviewed annually for a possible increase
beginning in January 1999.

(b) In addition to the Base Salary, the Executive shall be entitled to
receive annual incentive compensation payments ("Incentive Compensation") at
such times and in such amounts as may be determined pursuant to the Bonus Plan
for Executives of subsidiaries of Bacou USA, Inc., as in effect for the
applicable year (the "Company Plan"; a copy of the Company Plan for 1998 and
1999 is attached to this Agreement as Exhibit B), provided, however, that for
1998 the Executive shall be entitled to Incentive Compensation equal to the
greatest of the following three amounts:

(i) The amount determined pursuant to the Company Plan; or

(ii) the amount determined pursuant to Exhibit C attached to this
Agreement; or

(iii) $30,000.

Executive acknowledges that, by agreeing to participate in the Company Plan he
thereby waives any rights to participate in any other incentive compensation
plan of the Company, except for the special potential alternative bonus
calculation for 1998 as specified herein and on Exhibit C attached to this
Agreement.

(c) Incentive Compensation shall be paid by Company for the prior fiscal
year within ten (10) days after a decision is made by the Board of Directors of
Company as to the amount of such Incentive Compensation, but in any event no
later than the earlier of the annual meeting of the Board of Directors of
Company or March 31.

(d) The Executive shall be entitled to participate in any stock option plan
which Bacou USA, Inc. may adopt for Company at levels to be determined by the
Board of Directors of Company in their sole discretion. In connection with the
execution of this Agreement and subject to the execution of the Stock Option
Agreement attached hereto as Exhibit D, Executive shall be granted options to
purchase fifteen thousand (15,000) shares of common stock of Bacou at a per
share price equal to $17.750 per share, subject to vesting 20% on August 17,
1998 and 20% each on the first through fourth anniversaries of the date of this
Agreement.

-3-
<PAGE> 4

(e) The Executive shall be entitled to participate in all savings, thrift,
retirement or pension, short term and long term disability, health and accident,
Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday,
vacation, and other fringe benefit programs generally available to senior
executives of Company in accordance with and subject to the terms and conditions
of such programs.

(f) In addition, the Executive shall be entitled to receive the following
benefits:

(i) The Executive shall have the use of a company car, subject to the
Automobile Policy of Bacou USA, Inc.

(ii) The Executive shall be entitled to vacation pursuant to the Bacou
USA, Inc. Executive Vacation Policy. Vacation days will be taken at a time
convenient for both the Executive and Company. To the extent the Executive does
not take all vacation days the remaining days will be carried forward for an
unlimited period or be paid to the Executive at the level of his Base Salary
valid for the fiscal year in which vacation days are not taken.

(iii) When traveling on Company business, the Executive will be
provided coach-class airfare on domestic trips; business class airfare will be
provided on international trips.

(iv) The Executive is authorized to incur reasonable expenses in
connection with and for the promotion of the business of Company, including
expenses for meals and lodging (regular hotel room, no suites), entertainment,
and similar items as required from time to time by the Executive's duties.
Company shall reimburse the Executive for all such expenses upon the
presentation of an account therefor, together with appropriate supporting
documentation.

(v) The Executive will receive relocation assistance in accordance
with the terms and conditions of the Relocation Assistance Agreement attached
hereto as Exhibit A.

(g) In the event that either (a) during the term of this Agreement the
Executive is discharged by the Company for reasons other than those set forth in
Section 3(iv) hereof or (b) the Company fails to renew this Agreement pursuant
to Section 2 of this Agreement, then the Company agrees to pay the Executive a
severance payment equal to twelve (12) months of direct salary and benefits,
payable at normal payroll intervals during the severance period. However, in the
event that the Executive is able to find other full time employment, the
Company's obligation to pay the severance benefit shall cease and be limited to
the actual number of weeks the Executive is unemployed

-4-
<PAGE> 5

following his discharge by the Company, pro-rated to the nearest whole week. To
support the Executive's efforts to find new employment the Company will cover
cost associated with an Executive Outplacement Service reasonably acceptable to
both Company and Executive.

5. LIMITATIONS ON AUTHORITY. Pursuant to the Bylaws of Company, the
Executive and the Chairman of the Board of Directors or his designee shall
constitute the Executive Committee of the Board. Except as otherwise provided
herein, approval by the Chairman or the Executive Vice President of Bacou must
be obtained prior to the Executive taking any of the following actions on behalf
of the Company:

(a) Acquisition or disposition of real property or any rights
deriving therefrom, or changing title in any such real property.

(b) Making unplanned capital expenditures or any commitment therefore
in an amount greater than $5,000 for any individual expenditure
and $50,000 in the aggregate in any fiscal year;

(c) Borrowing or guaranteeing any borrowings from or on behalf of any
party, or altering the terms of any loan agreements for such
borrowings except for any such loans or borrowings as shall be
agreed upon by the Board of Directors of Company;

(d) Hiring or terminating executive personnel with annual salary in
excess of $50,000;

(e) Granting retirement benefits or other non-earned income to any
individual which is not available to all employees;

(f) Modification of any qualified plan or other benefit plan, e.g.,
health insurance;

(g) Acquiring the assets or shares of another Company or partnership;

(h) Acquiring or disposing of the assets or shares of the Company or
selling any fixed asset of the Company below book value;

(i) Entering into or terminating agreements of any kind or nature
with a monthly financial obligation in excess of U.S. $5,000 for
more than six (6) months except purchase orders for materials
required for the manufacture of products for sale in the ordinary
course of business;

-5-
<PAGE> 6

(j) Making basic changes in the administration, organization,
production, and distribution of Company or any of its affiliates,
as well as closing or curtailing the functions of Company or any
of its affiliates;

(k) Filing any lawsuit;

(l) Making cash or non-cash corporate contributions above the
annually budgeted amount;

(m) When there is a large volume of sales, the making of decisions
requiring both extraordinary risks and extraordinary
expenditures;

(n) Entering into any transaction on behalf of Company or its
affiliates which is not in the usual course of its business;

(o) Adoption or modification of the annual budget.

Notwithstanding the foregoing, approval is not required for any action
provided for in the approved and applicable annual budget or annual plan of
Company. In addition, should the Chairman or Executive Vice President be
unavailable, if an emergency arises which requires the Executive to take
immediate action in which approval as set forth in this Section would otherwise
be required, the Executive is no longer bound by the limitations described above
and is authorized to make a decision in the best interests of Company. The
Executive will immediately inform the Chairman and the Executive Vice President
of Bacou USA, Inc. of any such decisions made by him.

6. NON-DISCLOSURE OF INFORMATION. It is understood that the business of
Company and its affiliates is of a confidential nature. During the period of the
Executive's employment with Company, the Executive may have received and/or may
secure confidential information concerning Company or any of Company's
affiliates or subsidiaries which, if known to competitors thereof, would damage
Company or its said affiliates or subsidiaries. The Executive agrees that during
and after the term of this Agreement he will not (except as authorized by
Company or in the proper performance of his duties or except as ordered by a
court or other body of competent jurisdiction or as otherwise required by law),
directly or indirectly, divulge, disclose or appropriate to his own use, or to
the use of any third party, any secret, proprietary or confidential information
or knowledge obtained by him during the term hereof concerning such confidential
matters of Company or its subsidiaries or affiliates, including, but not limited
to, information pertaining to trade secrets, systems, manuals, confidential
reports, methods, processes, designs, equipment lists, operating procedures,
equipment and methods used and preferred by Company's customers. Upon
termination of this Agreement, the Executive shall promptly deliver to Company
all materials of a secret

-6-
<PAGE> 7

or confidential nature relating to the business of Company or any of its
subsidiaries or affiliates which are, directly or indirectly, in the possession
or under the control of the Executive. The provisions of this paragraph shall
continue to apply after the Executive ceases to be employed by Company for a
period of three (3) years except in respect of any information or knowledge
disclosed to the public, other than through an unauthorized disclosure by the
Executive.

7. TRADE SECRETS. The Executive covenants that he shall, while employed by
Company, assign, transfer, and set over to Company or its designee all right,
title and interest in and to all trade secrets, secret processes, inventions,
improvements, patents, patent applications, trademarks, trademark applications,
copyrights, copyright registrations, discoveries and/or other developments
(hereinafter "Inventions") which he may, thereafter, alone or in conjunction
with others, during or outside normal working hours, conceive, make, acquire or
suggest at any time which relate to the products, processes, work, research, or
other activities of Company or any of its subsidiaries or affiliates. Any and
all Inventions which are of a proprietary nature and which the Executive may
conceive, may acquire or suggest, either alone or in conjunction with others,
during his employment with Company (whether during or outside normal working
hours) relating to or in any way pertaining to or connected with Company's
business, shall be the sole and exclusive property of Company or its designee
and the Executive, whenever requested to do so by Company, shall, without
further compensation or consideration properly execute any and all applications,
assignments or other documents which Company or its designee shall deem
necessary in order to apply for and obtain Letters Patent of the United States
and/or comparable rights afforded by foreign countries for the Inventions, or in
order to assign and convey to Company or its designee the sole and exclusive
right, title and interest in and to the Inventions. This obligation shall
continue beyond the termination of this Agreement with respect to Inventions
conceived or made by the Executive during the term of his employment by Company,
and shall be binding upon his assigns, executors, administrators, and other
legal representatives.

8. NON-COMPETITION. (a) During the term of this Agreement or any renewal
thereof and, at Company's option for a period of up to one year thereafter,
should the Executive's contract be terminated or not be renewed, the Executive
agrees that he will not within the geographical area of the United States,
engage, either directly or indirectly, individually or as an owner, partner,
joint venturer, employee, officer, director, stockholder, consultant,
independent contractor or lender of or to any corporation, holding Company or
other business entity which is in a business similar to that of Company or any
of its affiliates. In the event that Company chooses to exercise its option to
prevent the Executive from competing with Company following termination or
non-renewal of his employment, Company shall notify the Executive in writing
within two (2) weeks following his last day of employment or within two (2)
weeks of notice by Company of its decision that the Executive shall take a
leave-of-absence, in either case specifying the

-7-
<PAGE> 8

period of up to one year following termination, resignation, or non-renewal of
employment during which such competitive activity shall be prohibited. In the
event Company exercises its option, Company shall continue to pay Executive his
Base Salary at the time of termination, resignation or non-renewal for the
period during which the Executive is prohibited from competition with Company.
Notwithstanding the foregoing, the Executive (as hereinbefore described in
Section 2(d)) may own five (5%) percent of the securities of any business in
competition with the business of Company or any of its affiliates, which
securities are regularly traded on a public exchange, provided that any such
ownership shall not result in the Executive becoming a record or beneficial
owner at any time of more than five (5%) percent of equity securities of said
business entity.

(b) The Executive shall not during the term of his Employment under this
Agreement or any renewal thereof, and for a period of three (3) years
thereafter, employ, retain or arrange to have any other person or entity employ
or retain any person who was employed by Company or any of its affiliated
companies having an annual compensation of at least U.S. $50,000 per annum
during the term of this Agreement or any renewal thereof.

(c) If any provision of this Section is held to be unenforceable because of
the scope, duration or area of its applicability or otherwise, the legal entity
making that determination will have the power to modify the scope, duration or
area, or all of them, and the provision will then apply in its modified form.

9. PROPERTY. All letters, memoranda, documents, business notes (including
all copies thereof) and other information contained on any other computer media
including computer disks and hard drives of the Executive in any manner relating
to the duties of Executive under this agreement are the property of Company.

10. NOTICES. Any notices or other communications required to be given
pursuant to this Agreement shall be in writing and shall be deemed given: (i)
upon delivery, if by hand; (ii) three (3) business days after mailing, if sent
by registered or certified mail, postage prepaid, return receipt requested;
(iii) one (1) business day after mailing, if sent via overnight courier; or (iv)
upon transmission, if sent by telex or facsimile except that if such notice or
other communication is received by telex or facsimile after 5:00 p.m. on a
business day at the place of receipt, it shall be effective as of the following
business day. All notices and other communications hereunder shall be given as
follows:

-8-
<PAGE> 9

(a) If to the Company, to it at:

Bacou USA, Inc.
10 Thurber Boulevard
Smithfield, RI 02917
Attention: President

Telephone No.: 401-233-0333
Telecopier No.: 401-232-2230

with a copy to:

Edwards & Angell
2700 Hospital Trust Tower
Providence, Rhode Island 02903
Attention: Susan A. Keller, Esq.
Telephone No.: (401) 274-9200
Telecopier No.: (401) 276-6611

(b) If to the Executive, to him at:

3295 Hood Road
Medina, OH 44256

Telephone No.: 330-725-8308

with a copy to:

----------------------------------
----------------------------------
----------------------------------
Telephone No.: ( )
Telecopier No.: ( )

Any party may change its address for receiving notice by written notice given to
the other names above in the manner provided above.

11. FULL AND COMPLETE AGREEMENT; AMENDMENT. This Agreement (together with
the Exhibits attached hereto) constitutes the full and complete understanding
and agreement of the parties and supersedes all prior understandings and
agreements. This Agreement may be modified only by a written instrument executed
by both parties (except Exhibit B which is subject to modification from time to
time by Bacou USA, Inc.)

-9-
<PAGE> 10

12. CONSTRUCTION. This Agreement shall be construed under the laws of the
Commonwealth of Virginia.

13. ARBITRATION. Notwithstanding the fact that the parties shall be
entitled to equitable relief in order to enforce certain provisions hereunder
(e.g., temporary restraining orders or injunctive relief), any dispute,
controversy or claim arising out of or relating to this Agreement, or the breach
hereof, shall be settled by arbitration in accordance with the "Commercial
Arbitration Rules" of the American Arbitration Association in effect on the date
of this Agreement, except as varied below. The site of any such arbitration
shall be Richmond, Virginia and any award shall be deemed to be a Richmond,
Virginia award. There shall be a single arbitrator who shall be admitted to
practice law in Virginia, with no less than ten (10) years experience in the
handling of commercial or corporate matters or disputes. The arbitrator shall
render a written decision stating his reasons therefor, and shall render an
award within six (6) months of the request for arbitration, and such award shall
be final and binding upon both parties. Judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction in any state of
the United States or country or application may be made to such court for a
judicial acceptance of the award and an enforcement, as the law of such
jurisdiction may require or allow. The substantive law to be applied to any case
determined pursuant to this Section 13 is that of Commonwealth of Virginia. The
expense of arbitration shall be borne by the respective parties except to the
extent that the arbitrators shall determine that the entire expense shall be
borne by a single party.

14. BINDING NATURE. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, personal representatives,
successors and assigns.

IN WITNESS WHEREOF, Company and the Executive have duly executed this
Agreement as of the day and year first written above.

TITMUS OPTICAL, INC.

By: /s/ W. Stepan
--------------------------------
Walter Stepan, Chairman

EXECUTIVE:

/s/ Bradford L. Brooks
- -----------------------------------
Bradford L. Brooks

-10-

<PAGE> 1

EXHIBIT 10.32

GE PLASTICS

- --------------------------------------------------------------------------------
SALES AGREEMENT

UVEX SAFETY MANUFACTURING, INC. GE PLASTICS
10 THURBER BLVD. ONE PLASTICS AVENUE
SMITHFIELD, RI 02917-1896 PITTSFIELD, MA 01201

GENERAL ELECTRIC COMPANY (GE PLASTICS) AGREES TO SELL TO UVEX SAFETY
MANUFACTURING, INC. (CUSTOMER) AND CUSTOMER AGREES TO PURCHASE THE PRODUCTS
SPECIFIED ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

DURATION OF AGREEMENT:

EFFECTIVE DATE: 01/01/98 EXPIRATION DATE: 12/31/98

PRODUCT LINES COVERED:

ATTACHMENT "A"
LEXAN(R) RESIN UVEX SAFETY MANUFACTURING, INC. AGREES TO PURCHASE 95% OF
ITS POLYCARBONATE SUPPLY THROUGH GE PLASTICS. THIS
COMMITMENT IS ESTIMATED AT 1.5MM POUNDS FOR 1998.

ATTACHMENT "B"
XENOY(R) RESIN UVEX SAFETY MANUFACTURING, INC.'S COMMITMENT OF XENOY RESIN
IS ESTIMATED AT 100,000 POUNDS FOR 1998 AND IS BASED UPON
THE SATISFACTORY PERFORMANCE OF A NEW APPLICATION THAT HAS
YET TO BE PROVEN.

CUSTOMER TERMS:

PAYMENT: 1.00% DISCOUNT 10 DAYS, NET 30 FROM DATE OF INVOICE.

SHIPPING: DELIVERY FOB SHIPPING POINT. MINIMUM FREIGHT PREPAID TO
DESTINATIONS WITHIN THE CONTIGUOUS UNITED STATES BY CARRIER OF GE PLASTICS
CHOICE.

CONDITIONS OF SALE: PLEASE SEE REVERSE.

PERFORMANCE OF THIS AGREEMENT IS CONTINGENT UPON MEETING THE REQUIREMENTS OF THE
PARTIES IN AN ECONOMICAL AND REASONABLE MANNER. EITHER PARTY MAY REQUEST
ADJUSTMENTS TO THIS AGREEMENT IF, IN ITS SOLE JUDGEMENT, CONDITIONS HAVE CHANGED
SIGNIFICANTLY SINCE THE SIGNING OF THIS AGREEMENT. IF AFTER THIRTY (30) DAYS THE
PARTIES DO NOT AGREE TO THE ADJUSTMENTS, OR WHEN THE REQUESTED ADJUSTMENT HAS
BEEN REJECTED, WHICHEVER COMES EARLIER, THE REQUESTING PARTY MAY TERMINATE THIS
AGREEMENT BY GIVING THIRTY (30) DAYS WRITTEN NOTICE.

<TABLE>
<S> <C>
APPROVED: /s/ W. Stepan /s/ D. Butler 1/19/98 APPROVED: /s/ Thomas Schleicher
------------------------------------- ------------------------
UVEX SAFETY MANUFACTURING, INC. GENERAL ELECTRIC COMPANY

DATE: 1-13-98 DATE: 1-13-98
------------------------------------- ------------------------
</TABLE>

(R) REGISTERED TRADEMARK OF GENERAL ELECTRIC COMPANY
<PAGE> 2
GE PLASTICS STANDARD CONDITIONS OF SALE
- --------------------------------------------------------------------------------

FORMATION OF CONTRACT
An order placed by Buyer with GE Plastics, an operating business of General
Electric Company, shall be deemed accepted only upon GE Plastics' written
acceptance of the order and the terms of that acceptance shall govern. GE
Plastics accepts orders or supplies products to Buyer only under the condition
that Buyer agrees to be bound by and comply with these Conditions of Sale
together with those documents or parts of documents which specify the products
and which have been signed or accepted by GE Plastics in writing (hereinafter
collectively the "Sales Agreement"). GE Plastics' receipt of a purchase order
or its shipment of products to Buyer does not constitute an acceptance by GE
Plastics of the terms and conditions of Buyer's purchase order or any
proposal. Reference in Buyer's order to any such terms and conditions of
purchase or proposal shall in no way constitute a modification of any of these
Conditions of Sale. ANY ATTEMPTED MODIFICATION OF THESE CONDITIONS OF SALE
PROPOSED BY BUYER IN A PURCHASE ORDER CONTAINING TERMS AND CONDITIONS
INCONSISTENT WITH OR IN ADDITION TO THESE CONDITIONS OF SALE SHALL NOT BE
BINDING UPON GE PLASTICS UNLESS SPECIFICALLY ACCEPTED BY GE PLASTICS IN
WRITING. GE PLASTICS OBJECTS TO ANY TERMS AND CONDITIONS INCONSISTENT WITH OR
IN ADDITION TO THESE CONDITIONS OF SALE.

PRICES AND DELIVERY
Unless otherwise agreed in writing, (i) prices for products shall be GE
Plastics' list prices current at the time of shipment in US Dollars, F.O.B.
point of shipment (freight and insurance prepaid and allowed to points in the
continental United States) and (ii) payment terms shall be net thirty (30) days
from the date of the invoice. Shipping costs to other locations or by means or
routes other than those selected by GE Plastics shall be borne by Buyer. GE
Plastics shall separately indicate on its invoice(s) any Federal, state or local
tax, transportation tax, or other tax, which is required to be imposed. Title
to products purchased hereunder and all risk of loss or damage with respect
thereto shall pass to Buyer at the time product is transferred by GE Plastics
to a commercial transportation carrier for shipment to Buyer. All delivery
dates are approximate. In no event shall GE Plastics be liable for
consequential, special, incidental or exemplary damages based on any delay in
delivery or failure to deliver product under this Agreement.

WARRANTY
GE Plastics warrants that the products will conform to GE Plastics'
specifications therefor in effect at the time of delivery of the product or
such other specifications as may be mutually agreed upon in writing. Buyer
shall inspect all product delivered hereunder for damage, defect or shortage
immediately upon receipt by Buyer, and shall immediately provide GE Plastics
with notice of any such damage, defect or shortage. The conditions of any test
of the products for conformance with specifications shall be mutually agreed
upon and GE Plastics shall be notified of, and may be represented at, all tests
that may be made. If any product is determined not to conform to GE Plastics'
specifications or such other specifications as may be mutually agreed upon in
writing within the earlier of (i) six (6) months from date of shipment or (ii)
the date of use of the product by Buyer, such product shall be replaced by GE
Plastics without additional cost to Buyer, or, at GE Plastics' option, GE
Plastics shall refund the purchase price therefor. This remedy is Buyer's
exclusive remedy for breach of warranty. Defective products shall not be
returned by Buyer until authorized in advance by GE Plastics. Returned products
to the extent possible should be intact in form as shipped and retain the GE
Plastics identity. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER
WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY, REMEDY AND DAMAGES
GE Plastics' liability to Buyer under this Sales Agreement or arising out of
possession or use of the product or any technical advice relating thereto is
limited to the warranty obligations set forth above in the Warranty Article and
in no event shall such liability, whether based in contract, warranty,
negligence or other tort, strict liability or otherwise, exceed the purchase
price for the product in question. Upon the expiration of the applicable
warranty period specified herein, all such liability, whether based in
contract, negligence or other tort, strict liability, breach of warranty or
otherwise, shall be deemed waived unconditionally and absolutely. The foregoing
shall constitute the sole and exclusive remedy of the Buyer and the sole and
exclusive liability of GE Plastics. IN NO EVENT SHALL GE PLASTICS BE LIABLE FOR
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE
PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY SUBSTITUTE FOR THE PRODUCT,
DOWNTIME, CLAIMS OF THIRD PARTIES OR INJURY TO PROPERTY. THIS LIMITATION SHALL
APPLY NOTWITHSTANDING A FINDING THAT ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TECHNICAL ADVICE AND OTHER SERVICES
Buyer agrees that it is not relying upon any representation, statement or other
assertion made by GE Plastics with respect to the products and their
suitability and that Buyer has made its own inquiry, testing and investigation
into, and based thereon has formed an independent judgment concerning, the
products and the suitability of the products for the use, conversion or
processing intended by Buyer, and will not assert any claim against GE Plastics
or hold GE Plastics liable in any manner with respect to any information,
testing or designs furnished (or failed to be furnished) by GE Plastics
including, without limitation, technical advice or recommendations. Statements
made by GE Plastics concerning possible or suggested uses of materials or
designs described herein are not to be construed as constituting a license
under any patent covering such use nor as recommendations for use of such
materials or designs in the infringement of any patent.

PATENTS
GE Plastics shall defend any suit or proceeding brought against the Buyer
insofar as such suit or proceeding is based on a claim that any product, or any
part thereof, in the form as delivered by GE Plastics to Buyer, constitutes an
infringement of any patent of the United States, if notified promptly in
writing and given information and assistance (at GE Plastics' expense) and
exclusive authority for the defense of any infringement claim and all
negotiations relating to its settlement, and GE Plastics shall pay all damages
and costs awarded therein against the Buyer. In case a product, or any part
thereof, in such suit or proceeding is held to constitute infringement and the
use of the product or part is enjoined, GE Plastics shall at its own option and
expense either procure for the Buyer the right to continue using the product or
part, or replace same with a non-infringing product, or modify it so it becomes
non-infringing, or accept return of the product from Buyer and refund the
purchase price and the transportation cost thereof to the Buyer. The foregoing
states the entire liability of GE Plastics for patent infringement by the
products or any part thereof. GE shall not be responsible under this provision
for, and Buyer shall hold GE Plastics harmless against, any expense or loss,
including attorney's fees, resulting from infringement of any intellectual
property rights, including patents, trade secrets or trademarks, if such
infringement arises from GE Plastics' compliance with Buyer's specifications or
instructions.

VARIATIONS
Unless otherwise specified in writing, any variation over or under in
quantities shipped not exceeding 10% of the quantities ordered shall constitute
compliance with the order and the unit price will apply to the quantity
actually delivered.

TERMINATION FOR DEFAULT
Either party may terminate this Sales Agreement upon thirty (30) days' prior
written notice, in the event the other party breaches any material term or
condition of this contract, PROVIDED, HOWEVER, that during such notice period,
the party in default may cure its default and thereby abate the termination;
PROVIDED, FURTHER, that if such default shall require a longer period to
remedy, so long as the party in default has taken reasonable steps within such
period to commence the curing of the default, the termination shall be abated,
as long as such steps continue to be taken. If Buyer is in default hereunder,
GE Plastics may suspend shipments of product during such cure period without
liability to Buyer.

FORCE MAJEURE
Neither Buyer nor GE Plastics shall be liable for its failure to perform its
obligations (except the obligation to pay money), either in whole or in part,
under the terms of this Sales Agreement if such failure is a result of causes
beyond its reasonable control, such as an act of God, act of the other party,
labor disruption, strike, fire, flood, war, government regulation, the delay in
or inability to obtain labor, machinery, material, product or services through
its usual and regular sources or any other condition or cause beyond its
reasonable control, said causes being hereafter referred to as "Force Majeure"
and the quantities of material affected by Force Majeure shall be deleted from
the Sales Agreement quantities. In the event the Force Majeure condition is not
alleviated on or before the expiration of sixty (60) days, then the party not
affected by the Force Majeure condition may, at its option, terminate this
Sales Agreement upon written notice to the other party, such termination to be
without further liability to either party. If for any reason supplies of the
products deliverable hereunder or feedstock from which such products are
derived from any of GE Plastics' sources are curtailed or cut off or are
inadequate to meet GE Plastics' own requirements and its obligations to its
customers, GE Plastics' obligation hereunder shall be reduced to the extent
necessary in GE Plastics' reasonable judgment to apportion fairly among GE
Plastics' own requirements and its regular customers such products as can be
made available in the ordinary and usual course of GE Plastics' business from
any such sources of supply.

PRODUCT WARNINGS AND INSTRUCTIONS
GE Plastics agrees to furnish Buyer with Material Safety Data Sheets ("MSDS's")
for the product where applicable. The products may be, or become, considered
hazardous material or hazardous substances under various laws and regulations
when handled or processed. The Buyer agrees to familiarize itself (without
further reliance on GE Plastics) with any hazards of the products, their
processing and applications and the containers in which the products are
shipped. The Buyer agrees to pass the MSDS's to all those required by law to
receive same and to inform and train its employees and properly warn and
instruct its customers as to hazards identified in the MSDS's or discovered by
Buyer in its investigations. The Buyer further agrees to properly manage and
dispose of all wastes and/or residues resulting from its use of the products in
accordance with applicable laws and regulations.

SECURITY AND TITLE
Security, title and right of possession of the products shall remain with GE
Plastics and the products shall remain the personal property of GE Plastics
until all payments hereunder (including deferred payment, whether evidenced by
notes or otherwise) shall have been received in full by GE Plastics and the
Buyer agrees to do all acts necessary to perfect and maintain such security
right and title in GE Plastics.

GOVERNMENT PROCUREMENT REQUIREMENTS
Buyer acknowledges that products supplied by GE Plastics may not meet
applicable government procurement requirements and that GE Plastics may not be
able to supply information required by government procurement regulations. If
GE Plastics has not expressly agreed in writing with Buyer that its products
shall meet certain government procurement requirements or that GE Plastics will
provide Buyer with information under government procurement regulations, GE
Plastics shall have no liability whatsoever with respect to any requirements
related to or arising from government procurement regulations.

INTERNATIONAL TRADE
Buyer will insure that all GE Plastics commodities, technology or software
exported from the United States are exported in accordance with the U.S. Export
Administration Regulations. Diversion contrary to U.S. Law is prohibited.

GENERAL
Cancellation of any order, or return of any conforming product purchased
hereunder, will be subject to acceptance by GE Plastics and to a restocking
charge in accordance with GE Plastic's policy as then in effect. This Sales
Agreement contains the complete and exclusive agreement among the parties and
supersedes all prior understandings whether written or oral as to the subject
matter hereof. Unless GE Plastics has provided written consent, any partial or
complete assignment of right(s) or delegation of obligation(s), shall be void.
This Sales Agreement may not be changed, renewed, extended or modified in any
manner, orally or otherwise, except by an instrument in writing signed by a
duly authorized representative of GE Plastics. Neither course of performance,
nor course of dealing, nor usage of trade shall be used to qualify, explain or
supplement any of the terms of this Sales Agreement. Any failure of GE
Plastics, at any time or from time to time, to require the performance of the
Buyer of any other items and conditions of the contract shall not constitute a
waiver by GE Plastics of these Conditions of Sale and shall not affect or
impair this Sales Agreement in any way. Each provision hereof shall apply to
the full extent permitted by law, and the invalidity in whole or in part of any
provisions shall not affect the remainder of such provision or any other
provision. This Sales Agreement shall be interpreted and governed by the laws
of the State of New York, excluding its conflicts of laws rules.

Rev. 11/04/96
GEP Sid Conditions of Sale
<PAGE> 3

ATTACHMENT "A"
AGREEMENT #: 33089
CUSTOMER #: 90099
SUPERSEDES #: 29976

PRODUCT LINE: LEXAN(R) RESIN

MINIMUM ORDER/SHIPMENT QUANTITY
BRACKET INVOICE PRICE PER LB

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4120R GP 01/01/98 12/31/98 N/A 1.8900

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4120R ST 01/01/98 12/31/98 1.9900 1.9900

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4320 ST 01/01/98 12/31/98 1.9900 1.9900

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4620R ST 01/01/98 12/31/98 1.9900 1.9900

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4620R GP 01/01/98 12/31/98 1.9900 1.9900

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
103R GP 01/01/98 12/31/98 N/A 1.8900

2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
103R ST 01/01/98 12/31/98 1.9900 1.9900

ADDITIONAL GRADE/COLOR COMBINATIONS MAY BE ADDED TO THIS AGREEMENT AS MUTUALLY
AGREED UPON BY UVEX SAFETY MANUFACTURING, INC. AND GE PLASTICS.

PRICE PROTECTION:

PRICES SPECIFIED HEREIN ARE FIRM THROUGH 12/31/98.

GUARANTEE OF SUPPLY:

GE PLASTICS GUARANTEES THAT WE WILL MAKE AVAILABLE TO UVEX SAFETY MANUFACTURING,
INC., UNDER THE TERMS OF THIS AGREEMENT, 2MM POUNDS OF POLYCARBONATE DURING THE
TERM OF THE AGREEMENT, PROVIDED THAT UVEX SAFETY MANUFACTURING, INC. COMPLIES
WITH THE OBLIGATIONS HERE UNDER.

<PAGE> 4

ATTACHMENT "B"
AGREEMENT #: 33569
CUSTOMER #: 90099
SUPERSEDES #: NONE

PRODUCT LINE: XENOY(R) RESIN

MINIMUM ORDER/SHIPMENT QUANTITY
BRACKET INVOICE PRICE PER LB

11000
GRADE COLOR EFF EXP &ABOVE
2735 1001 01/01/98 12/31/98 1.9500

PRICE PROTECTION:

PRICES SPECIFIED HEREIN ARE FIRM THROUGH 12/31/98.

<PAGE> 5

PRODUCTIVITY:

GE Plastics and UVEX Safety Manufacturing, Inc. agree to mutually participate in
a Productivity Program which will attempt to improve productivity at UVEX
Safety Manufacturing, Inc. site. Each party agrees to provide sufficient
personnel and time to develop projects sufficient to meet the Productivity
Goal. The goal of this program shall be to achieve quantifiable cost savings of
$64,000 by 12/31/98. Savings credit shall be measured and tracked by UVEX
Safety Manufacturing, Inc. and approved by GE Plastics. Savings credit for an
approved project shall be equal to any GE Plastics investment plus any
estimated savings that will generate over a 12 month period. UVEX Safety
Manufacturing, Inc. agrees to promptly implement any approved projects and if
it fails to do so, UVEX Safety Manufacturing, Inc. shall still provide GE
Plastics productivity credit in the amount of the estimated annual savings.

In the event that the Productivity Goal is not achieved by 12/31/98, GE
Plastics agrees to compensate UVEX Safety Manufacturing, Inc. for the
difference between the Productivity Goal and the Savings Credit in the form of
a credit memo by January 31, 1999.

This productivity guarantee is void in the event the Productivity Goal is not
achieved due to lack of commitment by UVEX Safety Manufacturing, Inc. as
determined in GE Plastics reasonable discretion.

The cost saving must be quantified using fair market value for machine and
labor rates and other costs as represented by SPI & SPE market data.

<PAGE> 1
EXHIBIT 10.35

BACOU USA, INC.

1998 HOWARD S. LEIGHT STOCK OPTION PLAN

1. PURPOSE. This Non-Qualified Stock Option Plan, to be known as the
1998 Howard S. Leight Stock Option Plan (hereinafter, the "Plan"), is intended
to promote the interests of Bacou USA, Inc. (hereinafter, the "Company") by
providing an inducement to obtain and retain the services of Howard S. Leight
(the "Consultant") to serve as a consultant to the Company.

2. AVAILABLE SHARES. The total number of shares of Common Stock, par
value $0.001 per share, of the Company (the "Common Stock") for which an option
may be granted under the Plan shall not exceed 50,000 shares, subject to
adjustment in accordance with paragraph 10 hereof. Shares subject to this Plan
are authorized but unissued shares or shares that were once issued and
subsequently reacquired by the Company. If any option granted under the Plan is
surrendered before exercise or lapse without exercise, in whole or in part, the
shares reserved therefor shall continue to be available hereunder.

3. ADMINISTRATION. The Plan shall be administered by either the
Chairman, the President or the Executive Vice President of the Company (the
"Authorized Officer"). The Authorized Officer shall, subject to the provisions
of the Plan, have the power to construe this Plan, to determine all questions
hereunder, and to adopt and amend such rules and regulations for the
administration of this Plan as it may deem desirable. No member of the Board of
Directors of the Company (the "Board") nor any Authorized Officer shall be
liable for any action or determination made in good faith with respect to this
Plan or the option granted under it.

4. GRANT OF OPTION. Effective as of February 27, 1998, the Company shall
grant an option to purchase 50,000 shares of Common Stock to the Consultant.

5. OPTION PRICE. The purchase price of the Common Stock covered by the
option granted pursuant to the Plan shall be $17.00 per share. The option price
will be subject to adjustment in accordance with the provisions of paragraph 10
of this Plan. For purposes of Section 9(a) of the Plan, if, at the time an
option is granted under the Plan, the Company's Common Stock is publicly traded,
"fair market value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the date
such option is granted and shall mean (i) the average (on that date) of the high
and low prices of the Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the Nasdaq Stock Market, if the Common Stock is not
then traded on a national securities exchange; or (iii) the closing bid price
(or average of bid prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the Common Stock is not
reported on the Nasdaq Stock market. If the shares of Common Stock are not
traded either over-the-counter or on a national securities exchange at the time
that an option is granted under the Plan, "fair market value" shall be deemed to
be the fair value of the Common Stock as determined by the Authorized Officer
after taking

<PAGE> 2

into consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

6. PERIOD OF OPTION. Unless sooner terminated in accordance with the
provisions of paragraph 8 hereof, an option granted hereunder shall expire on
the date which is ten (10) years after the date of grant of the option, unless
earlier terminated by the Consultant.

7. (a) VESTING AND EXERCISE OF OPTIONS. Options granted hereunder
shall vest in the optionee and thus become exercisable as of the date of grant.

(b) NON-TRANSFERABILITY OF OPTIONS. Any option granted pursuant to
this Plan shall not be assignable or transferable other than by will or the laws
of descent and distribution or pursuant to a domestic relations order and shall
be exercisable during the optionee's lifetime only by him.

8. TERMINATION OF OPTION RIGHTS.

(a) CESSATION OF SERVICE. In the event the Consultant ceases to
serve as a Consultant for any reason other than death, permanent disability or
as a result of subparagraph (c) hereof, any option or portion thereof which has
not been exercised at that time may be exercised by the optionee within 90 days
of the date the optionee ceased to be a Consultant; and all unexercised options
shall terminate after such 90 days shall have expired.

(b) DEATH OR DISABILITY. In the event that the Consultant ceases to
serve as a Consultant by reason of his death or permanent disability, any option
granted to the Consultant which remains unexercised at that time shall be
exercisable by the Consultant (or by his personal representative, heir or
legatee, in the event of death) within twelve (12) months of the Consultant's
death or permanent disability and all such options shall terminate after such
twelve months shall have expired.

(c) ACTIONS OF THE DIRECTOR. In the event of a material breach by
the Consultant of the Consulting Agreement between the Company and the
Consultant, the Authorized Officer may cancel any option, whether or not vested,
in whole or in part. Such cancellation shall be effective as of the date
specified by the Authorized Officer.

9. EXERCISE OF OPTION.

(a) METHOD OF EXERCISE. Subject to the terms and conditions hereof,
an option granted hereunder shall be exercisable in whole or in part by giving
written notice to the Company by mail or in person addressed to Bacou USA, Inc.,
at its principal executive offices, stating the number of shares with respect to
which the option is being exercised, accompanied by payment in full for such
shares. Payment may be (a) in United States dollars in cash or by check, (b) in
whole or in part in shares of the Common Stock of the Company already owned by
the person or persons exercising the option or shares subject to the option
being exercised (subject to such restrictions and guidelines as the Company may
adopt from time to time), valued at fair market value determined in accordance
with the provisions of paragraph 5 hereof, or (c)

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<PAGE> 3

consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise. There shall be no such exercise
at any one time as to fewer than one hundred (100) shares or all of the
remaining shares then purchasable by the person or persons exercising the
option, if fewer than one hundred (100) shares. The Company's transfer agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the optionee as soon as practicable after payment of the option
price in full. The holder of an option shall not have any rights of a
stockholder with respect to the shares covered by the option, except to the
extent that one or more certificates for such shares shall be delivered to him
or her upon the due exercise of the option.

(b) WITHHOLDING. At the time the option is exercised, in whole or
in part, or at any time thereafter as requested by the Company, the optionee
shall make adequate provision for the foreign, federal and state tax withholding
obligations of the Company, if any, which arise in connection with the option,
including, without limitation, obligations arising upon (i) the exercise, in
whole or in part, of the option, (ii) the transfer, in whole or in part, of any
shares of Common Stock acquired on exercise of the option, (iii) the operation
of any law or regulation providing for the imputation of interest, or (iv) the
lapsing of any restriction with respect to any shares of Common Stock acquired
on exercise of the option.

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND OTHER EVENTS. Upon the
occurrence of any of the following events, an optionee's rights with respect to
options granted to him hereunder shall be adjusted as hereinafter provided:

(a) STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares
subsequent to February 27, 1998 or if the Company shall issue any shares of
Common Stock as a stock dividend on its outstanding Common Stock subsequent to
February 27, 1998, the number of shares of Common Stock deliverable upon the
exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

(b) RECAPITALIZATION ADJUSTMENTS. In the event of a reorganization,
recapitalization, or any other change in the corporate structure of the Company,
to the extent permitted by Rule 16b-3 under the Securities Exchange Act of 1934,
adjustments in the number and kind of shares authorized and covered by this
Plan, and in the option price of the outstanding option under this Plan
necessary to maintain the proportionate interest of the optionee and preserve,
without exceeding, the value of such option, shall be made. Notwithstanding the
foregoing, no such adjustment shall be made which would, within the meaning of
any applicable provisions of the Internal Revenue Code of 1986, as amended,
constitute a modification, extension or renewal of the option or a grant of
additional benefits to the holder of the option.

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<PAGE> 4

(c) ISSUANCES OF SECURITIES. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to the option. No adjustments shall be made for dividends paid in cash
or in property other than securities of the Company.

(d) ADJUSTMENTS. Upon the happening of any of the foregoing events,
the class and aggregate number of shares set forth in paragraph 2 of this Plan
that are subject to an option which previously has been or subsequently may be
granted under this Plan shall also be appropriately adjusted to reflect such
events. The Board shall determine the specific adjustments to be made under this
paragraph 10 and its determination shall be conclusive.

11. CHANGE OF CONTROL. In the event of a change of control, the option
shall be nonforfeitable and exercisable in full except to the extent previously
exercised, forfeited or terminated. The Board may, in its sole discretion,
arrange with the surviving, continuing, successor, or purchasing corporation or
parent corporation thereof, as the case may be (the "Acquiring Corporation"),
for the Acquiring Corporation to assume the Company's rights and obligations
under any outstanding Option Agreement or substitute an option for the Acquiring
Company's stock for the option. Any option shall terminate and cease to be
outstanding effective as of the date of the change of control to the extent that
the option is neither assumed or substituted for by the Acquiring Corporation
nor exercised as of the date of the change of control.

12. RIGHTS AS A STOCKHOLDER. The optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by the option
until the date of issuance of a certificate or certificates for the shares for
which the option has been exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
such certificate or certificates are issued, except as provided in paragraph 10
above.

13. RESTRICTIONS ON ISSUANCE OF SHARES.

(a) COMPLIANCE WITH LAWS. Notwithstanding the provisions of
paragraphs 4 and 9 of this Plan, the Company shall have no obligation to deliver
any certificate or certificates upon exercise of an option until one of the
following conditions shall be satisfied:

(i) The issuance of shares with respect to which the
option has been exercised is at the time of the issue of such shares
effectively registered under applicable Federal and state securities
laws as now in force or hereafter amended; or

(ii) Counsel for the Company shall have given an opinion
that the issuance of such shares is exempt from registration under
Federal and state securities laws as now in force or hereafter
amended; and the Company has complied with all applicable laws and
regulations with respect thereto, including, without limitation, all
regulations required by

-4-
<PAGE> 5

any stock exchange upon which the Company's outstanding Common Stock
is then listed.

(b) REPRESENTATIONS AND WARRANTIES. As a condition to exercise of
the option, the optionee shall satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto, as requested by the
Corporation.

14. LEGEND ON CERTIFICATES. The certificates representing shares issued
pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

15. REPRESENTATION OF OPTIONEE. If requested by the Company, the optionee
shall deliver to the Company written representations and warranties upon
exercise of the option that are necessary to show compliance with Federal and
state securities laws, including representations and warranties to the effect
that a purchase of shares under the option is made for investment and not with a
view to their distribution (as that term is used in the Securities Act of 1933).

16. DISPOSITION. The optionee shall dispose of the shares of Common Stock
acquired on exercise of the option only in accordance with the provisions of
this Plan and any applicable corporate policy concerning trading in shares of
the Company.

17. TERMINATION AND AMENDMENT OF PLAN. Options may no longer be granted
under this Plan after February 27, 2008, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding. The
Company may at any time terminate this Plan or make such modification or
amendment thereof as it deems advisable; PROVIDED, HOWEVER, that the Company may
not, without approval by the affirmative vote of the holders of a majority of
the shares of Common Stock present in person or by proxy and voting on such
matter at a meeting, (a) increase the maximum number of shares for which options
may be granted under this Plan (except by adjustment pursuant to Section 10),
(b) materially modify the requirements as to eligibility to participate in this
Plan, (c) materially increase benefits accruing to the Consultant under this
Plan or (d) amend this Plan in any manner which would cause Rule 16b-3 under the
Securities Exchange Act (or any successor or amended provision thereof) to
become inapplicable to this Plan; and PROVIDED FURTHER that the provisions of
this Plan specified in Rule 16b-3(c)(2)(ii)(A) (or any successor or amended
provision thereof under the Securities Exchange Act of 1934) including without
limitation, provisions as to eligibility, amount, price and timing of awards,
may not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder. Termination or any modification or amendment of
this Plan shall not, without consent of a participant, affect his or her rights
under an option previously granted to him or her.

18. WITHHOLDING OF INCOME TAXES. Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay

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<PAGE> 6

withholding taxes in respect of amounts considered to be compensation includable
in the optionee's gross income.

19. COMPLIANCE WITH REGULATIONS. It is the Company's intent that the Plan
comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934
(or any successor or amended provision thereof) and any applicable Securities
and Exchange Commission interpretations thereof. If any provision of this Plan
is deemed not to be in compliance with Rule 16b-3, the provision shall be null
and void.

20. GOVERNING LAW. The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.

Date Approved by Board of Directors of the Company: February 23, 1998

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<PAGE> 1
EXHIBIT 10.37

BONUS PLAN FOR JOHN DEAN FOR 1999 AND 1998

FEBRUARY 21, 1998

The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan
for John Dean ("Executive"), who serves as President and Chief Operating Officer
of Bacou USA Safety, Inc. which provides for incentive compensation up to a
maximum of 125% of base salary. This Plan will be administered by the
Compensation Committee of the Board of Directors of Bacou USA, Inc.

The annual bonus will be determined based upon the criteria described below. Any
percentage to be applied pursuant to this Plan shall be applied to the amount of
base salary paid by HLI (not including its predecessor business) to the
Executive during the fiscal year for which the bonus is paid. Although the
Executive is employed at a subsidiary with more than one operating division, the
criteria will reflect only financial results of Howard Leight Industries
division of Bacou USA Safety, Inc. ("HLI") for 1998 and 1999. As HLI was not
affiliated with Bacou USA, Inc. for part of the applicable fiscal year or part
or all of the prior fiscal year, then predecessor results will be used by Bacou
USA, Inc. to prepare comparable pro forma results for purposes of applying this
Plan. The criteria are as follows:

1. The operating profit of HLI, determined in accordance with GAAP, expressed
as a percentage of net sales; provided, however, that operating profit
shall be determined before amortization of intangible assets established
pursuant to purchase accounting rules and before interest on intercompany
debt.

If the operating profit is:

- up to 5% = no bonus is being paid under this criteria
- above 5%, up to 10% = 10% of base salary will be paid
- above 10%, up to 15% = 20% of base salary will be paid
- above 15%, up to 20% = 30% of base salary will be paid
- above 20%, up to 25% = 40% of base salary will be paid
- above 25%, up to 30% = 50% of base salary will be paid
- above 30% = 65% of base salary will be paid

2. The growth of HLI's net sales, determined by comparing the net sales
for the bonus year against the prior fiscal year, with an additional bonus
equal to one of the following amounts:

- up to 5.0% = no bonus is being paid under this criteria
- above 5%, up to 10% = 5% of base salary will be paid
- above 10%, up to 15% = 10% of base salary will be paid
- above 15%, up to 20% = 20% of base salary will be paid
<PAGE> 2

- above 20% = 25% of base salary will be paid

3. The growth of HLI's operating profit, determined by comparing the
operating profit for the bonus year against the prior fiscal year, with an
additional bonus equal to one of the following amounts:

- growth up to 5% = no bonus is being paid under this criteria
- growth above 5%, up to 10% = 10% of base salary will be paid
- growth above 10%, up to 15% = 15% of base salary will be paid
- growth above 15%, up to 20% = 20% of base salary will be paid
- growth above 20%, up to 25% = 25% of base salary will be paid
- growth above 25%, up to 30% = 30% of base salary will be paid
- growth above 30% = 35% of base salary will be paid

4. Discretionary special bonus for engagements in addition to an executive's
main job, as per the recommendation of the CEO of Bacou USA, Inc.

5. Discretionary adjustment of the amounts determined under paragraphs 1-3 as
per the recommendation of the CEO of Bacou USA, Inc.

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<PAGE> 1
EXHIBIT 10.38

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is dated as of the close of business on
the 27th of February, 1998 by and between HOWARD S. LEIGHT, an individual
(hereinafter referred to as "Landlord"), and BACOU USA SAFETY, INC., a Delaware
corporation (hereinafter referred to as "Tenant").

W I T N E S S E T H

ARTICLE I
GRANT AND TERM
--------------

SECTION 1.01 LEASED PREMISES

Landlord demises and leases to Tenant, and Tenant rents from Landlord, the
premises situated at 21 Spiral Drive, Florence, Boone County, Kentucky and as
more fully described in EXHIBIT A attached hereto and incorporated herein by
reference (hereinafter referred to as the "Leased Premises").

SECTION 1.02 TERM

The term of this Lease shall commence on the close of business on the 27th
day of February, 1998 and end on the 28th day of February, 2003 (hereinafter
referred to as the "Initial Term").

SECTION 1.03 OPTION TO RENEW

So long as no Event of Default has occurred and is continuing, Landlord
grants to Tenant two (2) successive options to extend the term of this Lease for
a period of five (5) years each, from March 1, 2003 through February 29, 2008
(the "First Extended Term") and from March 1, 2008 to February 28, 2013 (the
"Second Extended Term"). Tenant may exercise Tenant's option to extend the term
of this Lease for the First Extended Term by giving notice of such exercise on
or before September 1, 2002 and may exercise Tenant's option to extend the term
of this Lease for the Second Extended Term by giving notice of such exercise on
or before September 1, 2007. If an Event of Default has occurred and is
continuing on the date on which Tenant is required to give notice of its
exercise of Tenant's option to extend the term set forth above or on the
commencement date of the First Extended Term or the Second Extended Term, as the
case may be, then Tenant shall not have the right to extend the term of the
Lease. The First Extended Term and the Second Extended Term shall be subject to
all the other terms of the Lease except for the monthly rent which shall be
adjusted upon the commencement of each of the First Extended Term and the Second
Extended Term in accordance with Section 2.04 hereof.

<PAGE> 2

ARTICLE II
RENT
----

SECTION 2.01 RENT

Tenant covenants to pay Landlord during the term of this Lease, on or
before the first day of each month in advance at the place for service of notice
to Landlord as hereinafter provided or at such other place as Landlord may
direct, rent in the amount of $8,333 per month; PROVIDED, HOWEVER, that this
rent shall be adjusted on the annual anniversary of the date of this Lease to
the extent necessary to reflect any increase in the Consumer Price Index (All
Products) for the region in which the Leased Premises are located. In no event
shall the rent charged hereunder be decreased from rent charged for the
preceding lease year.

SECTION 2.02 SECURITY DEPOSIT

Tenant shall deposit (the "Security Deposit") with Landlord upon execution
hereof an amount equal to one (1) month's rent as security for Tenant's faithful
performance of Tenant's obligations hereunder. The Security Deposit shall not
earn interest for the benefit of Tenant. No trust relationship is created herein
between Landlord and Tenant with respect to the Security Deposit. If the rent is
adjusted pursuant to Sections 2.01 or 2.04 hereof, then Tenant shall deposit
with Landlord on the date which Tenant is required to make the first payment of
adjusted rent an amount equal to the increase in the rent so that at all times
the amount of the Security Deposit is equal to one month's rent.

SECTION 2.03 LATE CHARGE

Tenant agrees to pay as additional rent, a late charge for the use of said
Leased Premises in an amount equal to five (5%) percent of any payment of rent
required under Section 2.01 hereof which is not received by Landlord within five
(5) days after written notice to Tenant that such rent is due. Such additional
rent shall be paid as compensation for Landlord's additional administrative
expenses incurred because of Tenant's failure to pay such rent as required by
Section 2.01 or Section 2.04 hereof.

SECTION 2.04 RENT FOR EXTENDED TERMS

Landlord and Tenant shall negotiate the rent for each of the First Extended
Term and the Second Extended Term in good faith. In the event that Landlord and
Tenant cannot negotiate a mutually agreeable rent by October 1, 2003 with
respect to the First Extended Term and October 1, 2008 with respect to the
Second Extended Term, then Landlord and Tenant shall each select an appraiser
within ten (10) days. The appraisers shall then select a third appraiser and the
three appraisers shall have thirty (30) days to determine the fair market rent
for the Leased Premises. The rent for each of the First Extended Term and the
Second Extended Term shall be equal to the greater of the fair market rent
determined by the appraisers and the rent for the last year of the Initial Term
or the First Extended Term, as the case may be.

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<PAGE> 3

ARTICLE III
CONDUCT OF BUSINESS BY TENANT
-----------------------------

SECTION 3.01 USE OF PREMISES

Tenant agrees that the Leased Premises shall be used and occupied in a
manner reasonably necessary to the furtherance of Tenant's business and other
purposes as may be incidental thereto.

SECTION 3.02 SUBLETTING

The Leased Premises may not be sublet in whole or in part without the prior
written consent of Landlord, which consent shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, Tenant shall have the right to sublet
the Leased Premises to any affiliate of Tenant or to any party acquiring all or
substantially all of the assets of the Howard Leight Division of Tenant. Should
Landlord be requested to review any request for subletting, Tenant agrees to pay
to Landlord the sum of $500 as attorney's fees to review any such request.

SECTION 3.03 ASSIGNMENT

This Lease and any interest therein of Tenant may not be assigned in whole
or in part without the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant
shall have the right, without the prior written consent of Landlord, to assign
this Lease to any affiliate of Tenant or to any party acquiring all or
substantially all of the assets of the Howard Leight Division of Tenant. Tenant
shall also have the right, without the prior written consent of Landlord, to
collaterally assign this Lease or grant a leasehold mortgage or deed of trust
with respect to the Lease to any institutional lender extending credit to Tenant
or to any affiliate of Tenant. In connection with any such financing, Landlord
agrees to execute and deliver a landlord's consent and waiver containing such
terms as any such lender may reasonably require, including, without limitation,
a waiver of any liens on the personal property of Tenant and an undertaking by
Landlord to recognize any such lender as the tenant under this Lease in the
event that such lender succeeds to the rights of Tenant hereunder. Any financing
of the Lease or any assignment of the Lease shall be subject to and subordinate
to the leasehold estate created by this Lease. Notwithstanding any assignment of
this Lease by Tenant, Tenant shall not be relieved from any obligations of
Tenant hereunder. Should Landlord be requested to review any request for
assignment, Tenant agrees to pay to Landlord the sum of $500 as attorney's fees
to review any such request.

SECTION 3.04 ACCEPTANCE OF LEASED PREMISES

Tenant has inspected the Leased Premises and accepts them "as is" and
"where is."

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<PAGE> 4

SECTION 3.05 ACCEPTANCE OF BUSINESS PARK REQUIREMENTS

It is expressly understood by Tenant that the Leased Premises are part of a
business park development currently known as Turfway Business Park (the "Park").
This Lease shall be subject and subordinate to those certain Protective
Covenants for Turfway Business Park which have been recorded with the Boone
County Clerk and to the by-laws, rules and regulations of the Park (collectively
referred to herein the "Park Documents"). It is understood that such rules and
regulations may be amended from time to time. Tenant agrees to comply with all
the requirements of the Park Documents, as amended, including the payment of any
charges which are required thereunder. Such charges shall be considered as
additional rent.

ARTICLE IV
ALTERATIONS
-----------

SECTION 4.01 ALTERATIONS

Tenant shall make no material alterations (including additions) in or to
the Leased Premises without first obtaining the written consent of Landlord,
which consent shall not be unreasonably withheld or delayed. In applying for
such consent, Tenant shall furnish plans and specifications in reasonable
detail. Any alterations made shall be and remain the property of Landlord. All
alternations must be approved in accordance with the requirements of the Park
Documents and any governmental agency having jurisdiction over the Leased
Premises. Prior to any construction, Tenant shall furnish proof of such
compliance to Landlord.

ARTICLE V
TENANT'S OBLIGATIONS
--------------------

SECTION 5.01 TRIPLE NET LEASE

Except as otherwise provided herein, this Lease, for all purposes and at
all times, shall be deemed and construed to be a "triple net" lease and Tenant
shall pay all rent, taxes, utilities, repairs and maintenance expenses, and
insurance payments due hereunder, and shall pay and save and hold Landlord
harmless from any and all liabilities, charges, repairs, maintenance,
assessments, impositions, or expenses or deductions of any kind and nature
whatsoever against the Leased Premises including all charges due under the Park
Documents and the Joint Maintenance and Access Agreement dated as of November 3,
1997 by and between TRP Associates and Landlord recorded with the Boone County
Clerk.

SECTION 5.02 MAINTENANCE BY TENANT

Tenant will promptly perform any maintenance or repair becoming necessary
upon the building (the "Building") and the improvements which are a part of the
Leased Premises, which shall include maintenance or repair of all partitions,
doors, fixtures, equipment and appurtenances thereof (including glass and window
moldings, lighting, heating and plumbing fixtures, and any air conditioning
systems). Notwithstanding anything in this Lease to the

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<PAGE> 5

contrary, Landlord shall be responsible for the payment of any and all
reasonable costs incurred by Tenant in connection with the performance of the
maintenance, repairs and replacements of a structural nature to the Building
except to the extent that any such damage shall occur as a result of Tenant's
gross negligence or intentional misuse of the structural components of the
Building.

SECTION 5.03 DISCHARGE OF MECHANIC'S LIEN

Tenant shall promptly pay all contractors and materialmen so as to minimize
the possibility of a lien attaching to the Leased Premises, and should any lien
be made or filed, Tenant shall bond against or discharge the same within ten
(10) days after written request by Landlord.

SECTION 5.04 SURRENDER

At the termination of this Lease, Tenant shall surrender the Leased
Premises in good condition and repair, reasonable wear and tear and damage by
fire, casualty or condemnation excepted. If, at the termination of this Lease,
the Leased Premises have been damaged by fire, casualty or condemnation, then
Tenant shall pay any insurance or condemnation proceeds received by Tenant as a
result of such damage less its reasonable costs of collecting such proceeds or
assign its rights to any insurance or condemnation proceeds payable to Tenant as
a result of such damage and pay Landlord an amount equal to the deductible under
any applicable insurance policy.

SECTION 5.05 ULTRAHAZARDOUS ACTIVITY

Tenant shall not engage in any ultrahazardous activity at the Leased
Premises during the term of this Lease.

SECTION 5.06 INDEMNIFICATION BY TENANT

Except to the extent that Landlord is covered by insurance, Tenant will
indemnify Landlord and save Landlord harmless from and against any and all
claims, actions, damages, liability and expense in connection with the loss of
life, personal injury, and/or damage to property arising from or out of any
occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant
of the Leased Premises or any part thereof, or occasioned wholly or in part by
the gross negligence or willful misconduct of Tenant, Tenant's agents,
contractors, employees, servants, lessees or concessionaires. In case Landlord
shall, without fault on Landlord's part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall protect and hold Landlord
harmless and shall pay all costs, expenses and reasonable attorney's fees
incurred or paid by Landlord in connection with such litigation.

SECTION 5.07 INDEMNIFICATION BY LANDLORD

Except to the extent that Tenant is covered by insurance, Landlord will
indemnify Tenant and save Tenant harmless from and against any and all claims,
actions, damages, liability and

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<PAGE> 6

expense in connection with the loss of life, personal injury, and/or damage to
property arising from or out of any occurrence in, upon or at the Leased
Premises, or the occupancy or use by Tenant of the Leased Premises or any part
thereof, or occasioned wholly or in part by the gross negligence or willful
misconduct of Landlord, Landlord's agents, contractors, employees, servants,
lessees or concessionaires. In case Tenant shall, without fault on Tenant's
part, be made a party to any litigation commenced by or against Landlord, then
Landlord shall protect and hold Tenant harmless and shall pay all costs,
expenses and reasonable attorney's fees incurred or paid by Tenant in connection
with such litigation.

SECTION 5.08 UTILITY CHARGES

Tenant shall be solely responsible for, and shall promptly pay, all charges
for heat, sewer, water, gas and electricity, and any other utility used or
consumed in or for the Leased Premises during the term hereof.

SECTION 5.09 WASTE OR NUISANCE

Tenant shall not commit or suffer to be committed any waste upon the Leased
Premises or any nuisance, or any other act or thing which may disturb the quiet
enjoyment of any person owning or occupying real estate adjacent to the Leased
Premises.

SECTION 5.10 GOVERNMENTAL REGULATIONS

Tenant shall, at Tenant's sole cost and expense, comply with all of the
requirements of all county, municipal, state, federal, and other applicable
governmental authorities, now in force, or which may hereafter be in force,
pertaining to the Leased Premises, and shall faithfully observe in the use of
the Leased Premises all municipal and county ordinances and state and federal
statutes now in force or which may hereafter be in force.

SECTION 5.11 TAXES

Tenant shall pay when due as additional rent hereunder, all property taxes
assessed against the Leased Premises and any increases in tax rates and
assessments and any and all other assessments and charges of whatsoever nature
relating to the Leased Premises. Tenant agrees to furnish to Landlord copies of
all paid tax bills upon written request by Landlord.

SECTION 5.11 INSURANCE

Tenant, at Tenant's sole cost and expense, for the mutual benefit of
Landlord and Tenant, shall maintain a policy or policies of general public
liability insurance against claims for personal injury or death or property
damage occurring upon, in or about the Leased Premises. Such policy or policies
shall have limits of liability of not less than One Million Dollars ($1,000,000)
for personal injury or death of any one person, not less than One Million
Dollars ($1,000,000) for any one incidence and not less than Five Hundred
Thousand Dollars ($500,000) for property damage. Tenant shall insure the
Building against loss or damage by fire and such other perils as

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<PAGE> 7

may be covered by the usual extended coverage endorsement to the standard fire
insurance policy in an amount equal to one hundred percent (100%) of the full
replacement cost of the Building. Tenant shall maintain property damage
insurance in an amount sufficient to fully reimburse Tenant for all damage or
destruction to Tenant's personal property kept at the Leased Premises.

ARTICLE VI
QUIET ENJOYMENT

SECTION 6.01 QUIET ENJOYMENT

Upon payment by Tenant of the rent herein provided, and upon the observance
and performance of all the covenants, terms and conditions on Tenant's part to
be observed and performed, Tenant shall peaceably and quietly hold and enjoy the
Leased Premises for the term hereby demised without hindrance or interruption by
Landlord or any other person or persons lawfully or equitably claiming by,
through or under Landlord, subject nevertheless to the terms and conditions of
this Lease.

ARTICLE VII
DEFAULT OF TENANT

SECTION 7.01 DEFAULT AND RIGHT TO RE-ENTER

(a) If any of the following events (each an "Events of Default") shall
occur:

(i) Tenant shall fail to pay rent when due, which failure shall
remain uncured within ten (10) days after written notice of such deficiency
or delinquency;

(ii) Tenant shall fail to comply with any of the other terms,
covenants or conditions of this Lease or the Park Documents for a period of
thirty (30) days after written notice from Landlord; PROVIDED, HOWEVER, if
Tenant shall have commenced and be diligently pursuing a cure within ten
(10) days of such notice and Tenant shall be delayed in completing such
cure within such thirty (30) day period as a result of a force majeure
event, then so long as Tenant shall continue to diligently attempt to cure
such failure, such thirty (30) day period shall be extended for a maximum
of ninety (90) days before such failure to comply shall constitute an Event
of Default;

(iii) Tenant shall abandon the Leased Premises before the end of the
term of this Lease;

(iv) the filing by or against Tenant of any proceeding in
bankruptcy or under any state or Federal law relating to the relief of
debtors, or the appointment of a receiver of any of Tenant's property so as
to affect the fulfillment of Tenant's obligations hereunder; PROVIDED,
HOWEVER, in the event that an involuntary bankruptcy proceeding is

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<PAGE> 8

filed against Tenant, Tenant shall have one hundred twenty (120) days in
which to have such proceeding dismissed before the same shall constitute an
Event of Default; or

(v) Tenant shall be adjudicated a bankrupt or insolvent according
to law, or if a creditor shall obtain an assignment of or attachment of or
levy on Tenant's interest herein, which assignment, attachment, or levy
shall not have been relieved or removed within one hundred twenty (120)
days;

then and in any of said cases Landlord may terminate this Lease without further
notice to Tenant and lawfully enter onto the Leased Premises and repossess the
same as of the former estate of Landlord, expel Tenant and those claiming under
and through Tenant, remove Tenant's effects, without being guilty in any manner
of trespass and without prejudice to any remedies which might otherwise be used
for arrears of Rent or breach of covenants. Landlord shall make a commercially
reasonable effort to lease the Leased Premises or portion thereof, in any such
case of an Event of Default.

(b) If an Event of Default shall have occurred and be continuing at the
time of the delivery of the Termination Notice (as defined below), Landlord
shall have the right at Landlord's election to give Tenant written notice (the
"Termination Notice") of Landlord's intention to terminate this Lease on the
date specified in the Termination Notice. Thereupon, this Lease and the estate
hereby granted shall terminate on such date as completely and with the same
effect as if such date were the date fixed herein for the expiration of the term
of this Lease and all rights of Tenant hereunder shall terminate, but Tenant
shall remain liable as provided herein.

(c) If an Event of Default shall have occurred and be continuing at the
time of the delivery of the Possession Notice (as defined below), Landlord shall
have the immediate right, whether or not this Lease shall have been terminated
pursuant to Section 7.01(b), at Landlord's election, to give Tenant written
notice (the "Possession Notice") of Landlord's intent to (i) re-enter and
repossess the Leased Premises or any part thereof by force (except as prohibited
by law), summary proceedings, ejections or otherwise and/or (ii) remove all
persons and property therefrom, Tenant hereby expressly waiving any and all
notices, other than the Possession Notice, to quit, cure or vacate provided by
current or any future law. Landlord shall be under no liability by reason of any
such re-entry, repossession or removal. No such re-entry or taking of possession
of the Leased Premises by Landlord shall be construed as an election on
Landlord's part to terminate this Lease unless the Termination Notice has been
given to Tenant pursuant to Section 7.01(b).

(d) At any time or from time to time after the repossession of the Leased
Premises or any part thereof pursuant to Section 7.01(c), whether or not the
Lease shall have been terminated pursuant to Section 7.01(b), Landlord may (but
shall be under no obligation to) relet the Leased Premises or any part thereof
for the account of Tenant, in the name of Tenant or Landlord or otherwise,
without notice to Tenant (except as otherwise required herein), for such term or
terms (which may be greater or less than the period which would otherwise have
constituted the balance of the term of this Lease) and on such conditions (which
may include concessions or free rent) and for such uses Landlord, in Landlord's
reasonable discretion, may determine, and

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<PAGE> 9

Landlord may collect and receive any rents payable by reason of such reletting.
So long as Landlord exercises commercially reasonable efforts, Landlord shall
not be responsible or liable for any failure to relet the Leased Premises or any
part thereof or for any failure to collect any rent due upon any such reletting.

(e) No termination of this Lease pursuant to Section 7. 01(b), by
operation of law or otherwise, and no repossession of the Leased Premises or any
part thereof pursuant to Section 7.01(c) or otherwise, and no reletting of the
Leased Premises or any part thereof pursuant to Section 7.01(d) shall relieve
Tenant of Tenant's liabilities and obligations hereunder, all of which shall
survive such termination, repossession or reletting.

(f) In the event of any such termination or repossession, Tenant will pay
to Landlord the rent required to be paid by Tenant to and including the date of
such termination or repossession; and, thereafter, Tenant shall, until the end
of what would have been the term of this Lease in the absence of such
termination or repossession, and whether or not the Leased Premises or any part
thereof shall have been relet, be liable to Landlord for, and shall pay to
Landlord, as liquidated and agreed current damages: (i) the rent which would be
payable under this Lease by Tenant (including, without limitation, taxes,
insurance, charges under the Park Documents and expenses and costs to repair and
maintain the Leased Premises) in the absence of such termination or
repossession, less (ii) the net proceeds, if any, of any reletting effected for
the account of Tenant pursuant to Section 7.01(d), after deducting from such
proceeds all Landlord's reasonable expenses incurred in connection with such
reletting (including, without limitation, all reasonable repossession costs,
commissions, attorneys' fees and expenses, employees' expenses, alteration costs
and expense of preparation for such reletting). Tenant will pay such current
damages on the days on which the rent would have been payable under this Lease
in the absence of such termination or repossession, and Landlord shall be
entitled to recover the same from Tenant on each such day.

(g) Notwithstanding anything to the contrary stated herein, if an Event
of Default shall have occurred and be continuing, whether or not Tenant shall
have abandoned the Leased Premises, Landlord may elect to continue this Lease in
effect for so long as Landlord does not terminate this Lease pursuant to Section
7.01(b) and Landlord may enforce all of Landlord's rights and remedies hereunder
including without limitation the right to recover all rent payable hereunder as
the same become due.

(h) In addition to the foregoing remedies, Landlord may elect to
terminate this Lease and recover from Tenant the present value at the time of
award by the court having jurisdiction thereof (determined using the discount
rate of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%)), of the amount by which the unpaid rent called for herein for the
balance of what would have been the term of this Lease in the absence of such
termination, after the time of such award, exceeds the amount of the fair market
rental value for the same period.

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<PAGE> 10

(i) Except as set forth in this Section 7.01, or as available to Landlord
in equity, Landlord shall have no other legal remedies against Tenant upon the
occurrence and continuance of an Event of Default.

ARTICLE VIII
GENERAL
-------

SECTION 8.01 NOTICES

All notices, demands and requests hereunder shall be in writing and shall
be given by United States registered or certified Mail, or by overnight delivery
to:

To Landlord:

Howard S. Leight
6000 Cavalleri Road
Malibu, California 90265

with a copy to

Murray D. Fischer, Esq.
433 North Camden Drive, Suite 888
Beverly Hills, California 90210

To Tenant:

Bacou USA Safety, Inc.
c/o Bacou USA, Inc.
10 Thurber Boulevard
Smithfield, Rhode Island 02917
Attention: Philip B. Barr, Jr., Esq.

with a copy to:

Edwards & Angell
2700 Hospital Trust Tower
Providence, RI 02903
Attention: Richard M.C. Glenn, III, Esq.

or such other address as may be designated in writing by the parties hereto.

SECTION 8.02 WAIVER

The waiver by Landlord of any breach of any term, covenant or conditions
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any

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<PAGE> 11

subsequent breach of the same or any other term, covenant or condition herein
contained. The subsequent acceptance of rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular
rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such rent. No covenant, term or condition of this
Lease shall be deemed to have been waived by Landlord unless such waiver is in
writing and signed by Landlord.

SECTION 8.03 GOVERNING LAW

This Lease shall be governed by the laws of the Commonwealth of Kentucky.

SECTION 8.04 AMERICANS WITH DISABILITIES ACT

It shall be the responsibility of Tenant to comply, at its expense, with
the obligations imposed by the Americans with Disabilities Act of 1990 (the
"ADA") with respect to the Leased Premises and Tenant's employees and operation.
These obligations include, but are not limited to, responsibilities under Title
I and III of the ADA and the regulations thereunder, for making readily
achievable changes to remove architectural barriers in the Leased Premises, for
providing required auxiliary aids and services, for making reasonable
modifications to Tenant's policies, practices and procedures, and for insuring
that, to the maximum extent feasible, all alterations to the Leased Premises are
readily accessible to individuals with disabilities and are in compliance with
the ADA accessibility guidelines. Tenant shall defend and indemnify Landlord
against all claims, losses, expenses and liabilities arising from any alleged
discrimination on the basis of disability and the full and equal enjoyment of
the goods, services, facilities, privileges, advantages or accommodations of the
Leased Premises.

SECTION 8.05 ENVIRONMENTAL

A. Landlord warrants and represents that any use, storage, treatment or
transportation of Hazardous Substances (as defined in paragraph C below) which
has occurred in or on the Leased Premises prior to the date hereof has been in
compliance with all applicable federal, state, and local laws, regulation and
ordinances. Landlord additionally warrants and represents that no release, leak,
discharge, spill disposal or emission of Hazardous Substances has occurred in,
on or under the Leased Premises and that the Leased Premises is free of
Hazardous Substances as of the date hereof.

B. Landlord and Tenant, each respectively agree to indemnify and hold
harmless Tenant and Landlord, as the case may be, from any and all claims,
damages, fines, judgments, penalties, costs, liabilities or losses (including,
without limitation, any and all sums paid for settlement of claims, consultant
and expert fees) arising during or after the term of this Lease from or in
connection with the presence or suspected presence of Hazardous Substances in or
on the Leased Premises, unless the Hazardous Substances are present solely as a
result of the negligence, willful misconduct or other acts of Tenant or Landlord
(which, for purposes of this paragraph, shall be deemed to include Howard S.
Leight & Associates, Inc., a California

-11-
<PAGE> 12

corporation), or of Tenant's or Landlord's agents, employees, contractors or
invitees, as the case may be. Without limitation of the foregoing, this
indemnification shall include any and all costs incurred due to any
investigation of the Leased Premises or any cleanup, removal or restoration
mandated by a federal, state or local agency or political subdivision, unless
the Hazardous Substances are present solely as a result of the negligence,
willful misconduct or other acts of Tenant or Landlord, or of Tenant's or
Landlord's agents, employees, contractors, or invitees. This indemnification
shall specifically include, but shall not be limited to, any and all costs due
to Hazardous Substances which flow, diffuse, migrate or percolate into, onto or
under the Leased Premises after this Lease commences.

C. "Hazardous Substances" shall mean any flammable or explosive
materials, petroleum or petroleum products, oil, crude oil, natural gas or
synthetic gas usable for fuel, radioactive materials, hazardous wastes or
substances or toxic wastes or substances, including without limitation, any
substances now or hereafter defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous material", "toxic
materials", or "toxic substances" under any applicable federal, state or local
laws or regulations now or hereafter in effect.

SECTION 8.06 HOLDING OVER

At the end of the term, or any extension, if Tenant holds over for any
reason, it is hereby agreed that in the absence of a written Agreement to the
contrary that tenancy shall be for month-to-month only and not a renewal of this
Lease, nor an extension for any further term. In that case, Tenant shall pay
base rent in an amount equal to 125% of the last base rent payable prior to the
end of the term or any extension, plus any and other expenses and/or additional
rents as called out for in the Lease Agreement, and it is agreed that the
month-to-month tenancy shall be subject to every other term, covenant, and
condition contained in the Lease except for the option or lease extension.
Tenant also agrees to pay all damages sustained by Landlord by reason of such
retention, including direct, indirect and consequential damages.

SECTION 8.07 CASUALTY

(a) If less than twenty (20%) of the Building is damaged by fire or other
casualty and (i) such damage cannot be repaired within one hundred twenty (120)
days of the date of such fire or other casualty or (ii) if such fire or other
casualty is not covered by an insurance policy of either Tenant or Landlord,
then either Landlord or Tenant shall have the right to terminate this Lease;
PROVIDED, HOWEVER, either Landlord or Tenant at its option may elect to cause
the Leased Premises to be repaired provided that such repairs can be completed
within a reasonable period of time and, if either party so elects, the this
Lease shall continue in full force and effect. In the event that Landlord or
Tenant elects to repair the Leased Premises, then the electing party shall give
written notice to the other party of its election to do so within thirty (30)
days from the date of the fire or other casualty. During any such period of
repair or restoration, base rent shall be adjusted to reflect the extent of the
damage to the Leased Premises.

-12-
<PAGE> 13

(b) If twenty percent (20%) or more of the Building is damaged by fire or
other casualty and if such fire or other casualty is covered by an insurance
policy of either Tenant or Landlord and the damage may be repaired or restored
within two hundred forty (240) days after commencement of the repair or
restoration, then Landlord shall diligently proceed to repair and restore the
Leased Premises provided that the insurance proceeds are turned over to
Landlord. If Landlord determines that the Leased Premises cannot be repaired or
restored within that period, then Landlord or Tenant shall have the right to
terminate this Lease by written notice to the other given within thirty (30)
days after the date of such damage. During any such period of repair or
restoration, base rent shall be adjusted to reflect the extent of the damage to
the Leased Premises.

(c) In the event that there is no insurance and there is a total
destruction of the Building, either party may terminate this Lease by giving the
other party thirty (30) days written notice from the date of the destruction.
Should neither party terminate this Lease and either party elect to rebuild the
Building and the Building can be rebuilt within two hundred forty (240) days
from the date of commencement of construction, then the Lease shall continue in
full force and effect except that base rent shall be abated during the
construction period. Upon total destruction of the Building, Tenant's obligation
to pay rent and other charges under this Lease shall terminate as of the date of
the damage or destruction or as of the date Tenant ceases to do business at the
Leased Premises whichever date is later.

(d) All repairs and restorations of the Leased Premises shall be done in
accordance with all applicable building and zoning codes then in effect.

SECTION 8.08 CONDEMNATION

If the whole or a substantial part of the Leased Premises shall be taken
under the power of eminent domain, or shall be conveyed to a governmental agency
to avoid such taking, and such taking shall cause the remaining Leased Premises
to be unsuitable and inadequate for use by Tenant for the purposes for which the
Leased Premises were leased, Tenant shall have the option to terminate this
Lease on the date Tenant is required to yield possession. If a part of the
Leased Premises shall be taken but the remaining portion of the Leased Premises
is in Tenant's reasonable opinion adequate for Tenant's use, then this Lease
shall terminate as to the part taken or conveyed on the date Tenant shall yield
possession, and Landlord shall make such repairs and alterations as may be
necessary to make the part not taken usable, and the rent payable hereunder
shall be reduced in proportion to the part of the Leased Premises taken. All
compensation awarded for such taking of the fee and leasehold shall belong to
and be, the property of Landlord without any deduction therefrom for any present
or future estate of Tenant and Tenant hereby assigns to Landlord all Tenant's
right, title and interest to any such award. Notwithstanding the foregoing,
Tenant shall have the right to recover from the condemning authority, but not
from Landlord, such compensation as may be specifically awarded to Tenant on
account of interruption of Tenant's business, for moving and relocation
expenses, and for depreciation to and removal of Tenant's goods and trade
fixtures.

-13-
<PAGE> 14

SECTION 8.09 NON-DISTURBANCE

If Landlord grants any mortgage or deed of trust with respect to the Leased
Premises, Landlord shall furnish a non-disturbance agreement in favor of Tenant
pursuant to which the holder of such mortgage or deed of trust agrees not to
disturb the possession of the Leased Premises by Tenant so long as Tenant
performs Tenant's obligations hereunder.

SECTION 8.10 NOTICE OF LEASE

Upon the request of either party, Landlord and Tenant each agree to execute
and deliver a notice of this Lease complying with the requirements of applicable
law and record such notice of lease with the appropriate recording office.

SECTION 8.11 SUCCESSORS AND ASSIGNS

This Lease shall be binding upon and shall inure to the benefit of the
heirs, successors and assigns of the parties hereto.

SECTION 8.12 ENTIRE AGREEMENT

This Lease contains the entire and only agreement between the parties with
respect to the Leased Premises and the subject matter hereof, and no oral
statements or any prior written matter not contained in this Lease shall have
any force or effect. This Lease shall not be modified in any way except by
writing signed by both parties.

SECTION 8.13 CAPTIONS FOR CONVENIENCE

The captions of the articles and sections of this Lease are for convenience
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of the
terms and conditions of this Lease.

SECTION 8.14 SEVERABILITY

If any term or provision of this Lease or the application thereof to any
person or circumstance shall to any extent, be invalid or unenforceable, the
remainder of this Lease or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.

SECTION 8.15 DUPLICATE COUNTERPARTS

This Lease may be executed in one or more counterparts, each of which shall
be an original, and all of which shall constitute one and the same instrument.

-14-
<PAGE> 15

SECTION 8.16 ATTORNEY'S FEES

In the event any dispute arising out of this Lease shall result in a
lawsuit, all costs and expenses (including reasonable attorney's fees) incurred
by the prevailing party in connection therewith shall be reimbursed by the other
party.

IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease
as of the day and year first above written.

Landlord:

/s/ Howard S. Leight
----------------------------
Howard S. Leight

Tenant:

BACOU USA SAFETY, INC.

By: /s/ W. Stepan
------------------------
Print Name: W. Stepan
Title: President

-15-
<PAGE> 16

EXHIBIT A

DESCRIPTION OF LEASED PREMISES

That certain parcel of land situated on the westerly side of Spiral Drive
in Florence, Kentucky and being all of Lot 5, Phase L, Turfway Business Park as
described in Plat Slide 422-B of the Boone County Clerk's records at Burlington,
Kentucky and containing approximately 1.824 acres and all the improvements
situated thereon, including, without limitation, a building containing
approximately 20,000 square feet.

The Leased Premises are leased together with the benefit of and subject to
all easements, limitations, conditions and restrictions of record, including,
without limitation, the Protective Covenants for Turfway Business Park and the
Joint Access and Maintenance Agreement by and between TRP Associates and
Landlord dated as of November 3, 1997.

<PAGE> 1
EXHIBIT 10.39
-------------

BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND
---------------------------------------------
DIVISIONS OF BACOU USA, INC. FOR 1998 AND 1999
----------------------------------------------

February 23, 1998
-----------------

The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan
for certain executives of its operating subsidiaries and divisions who serve at
the President or Vice President levels. In order to be eligible to receive any
amount under this Plan, an Executive must be designated a participant pursuant
to a written employment arrangement and be employed at a subsidiary or
of Bacou USA on December 31 of the year for which the bonus is determined. The
Bonus Plan will be administered by the Compensation Committee of the Board of
Directors of Bacou USA, Inc. in its discretion, and all determinations by such
Committee shall be final and not subject to appeal.

The annual bonus for each covered executive will be determined based upon the
criteria described below. Any percentage to be applied pursuant to this Plan
shall be applied to the amount of base salary paid by the subsidiary or division
of Bacou USA (not including any unaffiliated predecessor business) to the
Executive during the fiscal year for which the bonus is paid. If the executive
is employed at a subsidiary with more than one operating division, the criteria
will reflect either subsidiary or divisional financial results, depending upon
the executive's employment agreement, hiring letter or job description. If the
subsidiary or division was not affiliated with Bacou USA, Inc. for part of the
applicable fiscal year of part or all of the prior fiscal year, then
predecessor results will be used by Bacou USA, Inc. to prepare comparable pro
forma results for purposes of applying this Plan. The criteria are as follows:

1. The operating profit of either the subsidiary or division which employs
the executive, determined in accordance with GAAP and expressed as a
percentage of net sales; provided, however, that operating profit shall
be determined before amortization of intangible assets established
pursuant to purchase accounting rules, before interest on intercompany
debt and before income taxes.

This criterion shall result in a bonus percentage of one of the following
amounts, depending upon the applicable operating profit percentage from
the following chart:

* up to 5% =no bonus is being paid under this criteria
* above 5%, up to 10% =5% of base salary will be paid
* above 10%, up to 15% =10% of base salary will be paid
* above 15%, up to 20% =15% of base salary will be paid
* above 20%, up to 25% =20% of base salary will be paid
* above 25%, up to 30% =25% of base salary will be paid
* above 30%, up to 35% =30% of base salary will be paid
<PAGE> 2
Bonus Plan for Executives of Subsidiaries and Divisions of Bacou USA, Inc. for
1998 and 1999
February 23, 1998
Page Two

* above 35% = 35% of base salary will be paid

2. The growth of the subsidiary's or division's net sales, determined by
comparing the net sales for the bonus year against the prior fiscal year,
with an additional bonus equal to one of the following amounts:

* up to 5.0% = no bonus is being paid under this criteria
* above 5%, up to 10% = 5% of base salary will be paid
* above 10%, up to 15% = 7% of base salary will be paid
* above 15% = 10% of base salary will be paid

3. The growth of the subsidiary's or division's operating profit, determined
by comparing the operating profit for the bonus year against the prior
fiscal year, with an additional bonus equal to one of the following
amounts:

* growth up to 5.0% = no bonus is being paid under this criteria
* growth above 5%, up to 10% = 5% of base salary will be paid
* growth above 10%, up to 15% = 10% of base salary will be paid
* growth above 15% = 15% of base salary will be paid

4. Discretionary special bonus for engagements in addition to an executive's
main job, as per the recommendation of the CEO of Bacou USA, Inc.

5. Discretionary adjustment of the amounts determined under paragraphs 1-3 as
per the recommendation of the CEO of Bacou USA, Inc.

-2-

<PAGE> 1
EXHIBIT 11

BACOU USA, INC.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
DECEMBER 31, 1997

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

BASIC:

Weighted average shares outstanding 17,590,208 17,312,200 17,383,105 16,406,022
=====================================================

Net income $ 3,591,890 $ 3,966,491 $14,422,361 $19,376,833

Per share amount $ 0.21 $ 0.22 $ 0.83 $ 1.18
=====================================================

DILUTED:

Weighted average shares outstanding 17,590,208 17,312,200 17,383,105 16,406,022

Net effect of dilutive stock options
based on the treasury stock method
using the average market price 66,741 30,115 27,597 30,103
-----------------------------------------------------
Total 17,656,949 17,342,315 17,410,702 16,436,125
=====================================================

Net income $ 3,591,890 $ 3,966,491 $14,422,361 $19,376,833
=====================================================

Per share amount $ 0.21 $ 0.22 $ 0.83 $ 1.18
=====================================================
</TABLE>

<PAGE> 1

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

SUBSIDIARY STATE OF INCORPORATION
---------- ----------------------

(1) Bacou USA Safety, Inc. Delaware

(2) Uvex Safety Manufacturing, Inc. Rhode Island

(3) Titmus Optical, Inc. Delaware

(4) Biosystems, Inc. Pennsylvania

(5) Bacou USA Finance, Inc. Minnesota

(6) Bacou Foreign Sales Corporation U.S. Virgin Islands

<PAGE> 1
EXHIBIT 23

ACCOUNTANTS' CONSENT

The Board of Directors
Bacou USA, Inc.:

We consent to incorporation by reference in the registration statement
(333-09251) on Form S-8 of Bacou USA, Inc. of our report dated February 17,
1998, except as to notes 2(b) and 7(b) which are as of February 27, 1998,
relating to the consolidated balance sheets of Bacou USA, Inc. and subsidiaries
as of December 31, 1997 and 1996, and the related consolidated statements of
income, stockholders' equity, and cash flows for the fiscal year ended December
31, 1997 and 1996, for the five months ended December 31, 1995, and for the
fiscal year ended July 31, 1995, and our report on the related schedule dated
February 17, 1998, which reports appear in the December 31, 1997 annual report
on Form 10-K of Bacou USA, Inc.

KPMG PEAT MARWICK LLP

Providence, Rhode Island
March 25, 1998

<ARTICLE> 5
<CIK> 0001006027
<NAME> BACOU USA, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 1,276,658
<SECURITIES> 0
<RECEIVABLES> 16,098,984
<ALLOWANCES> 944,638
<INVENTORY> 23,449,345
<CURRENT-ASSETS> 45,752,685
<PP&E> 47,465,739
<DEPRECIATION> 11,585,476
<TOTAL-ASSETS> 152,351,102
<CURRENT-LIABILITIES> 11,243,539
<BONDS> 0
0
0
<COMMON> 17,012
<OTHER-SE> 122,885,050
<TOTAL-LIABILITY-AND-EQUITY> 152,351,102
<SALES> 130,868,486
<TOTAL-REVENUES> 130,868,486
<CGS> 64,466,765
<TOTAL-COSTS> 64,466,765
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 155,275
<INCOME-PRETAX> 25,010,361
<INCOME-TAX> 10,588,000
<INCOME-CONTINUING> 14,422,361
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,422,361
<EPS-PRIMARY> 0.83
<EPS-DILUTED> 0.83

</TABLE>