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                                                                    Exhibit 10.7

                       MORNING PRIDE MANUFACTURING L.L.C.

                      GUARANTEED, UNSECURED PROMISSORY NOTE

NOTICE: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE MAKER IS PROVIDED WITH
AN OPINION OF COUNSEL, SATISFACTORY TO MAKER, THAT SUCH DISPOSITION DOES NOT
VIOLATE APPLICABLE SECURITIES LAWS.

$2,924,000                                           August 14, 1998
                                                     Rock Island, Illinois

FOR VALUE RECEIVED, the undersigned, Morning Pride Manufacturing L.L.C., a
Delaware limited liability company ("MAKER"), promises to pay to the order of
William Grilliot and Mary Grilliot (collectively, "PAYEE"), their successors and
assigns, the principal sum of Two Million Nine Hundred Twenty-Four Thousand
Dollars ($2,924,000), plus interest computed on the basis of the actual number
of days elapsed in a year of 360 days at a variable rate of interest per annum
which is at all times equal to the sum of (i) 200 basis points plus (ii) the
"prime rate" of interest as from time to time publicly announced by Citibank,
N.A., New York, New York, or its successor; provided, however, that the interest
rate hereunder shall in no event exceed the maximum rate permitted by applicable
law.

     Maker shall pay (i) accrued interest hereunder quarterly in arrears on
January 1, April 1, July 1, and October 1 of each year commencing October 1,
1998; and (ii) the principal hereof in twenty (20) consecutive quarterly
installments of One Hundred Forty-Six Thousand Two Hundred Dollars ($146,200)
each on January 1, April 1, July 1 and October 1 of each year, commencing
October 1, 2000, and continuing thereafter until July 1, 2005, at which time the
entire principal amount outstanding hereunder, together with all accrued
interest, shall be due and payable immediately. All payments hereunder shall be
applied first to accrued interest and then to the unpaid principal balance
hereof.

     This Note is issued pursuant to and is subject to the terms and provisions
of that certain Asset Purchase Agreement, dated as of July 31, 1998, by and
among Maker, Norcross Safety Products L.L.C. ("NSP"), Payee, American
Firefighters Cooperative, Inc. and Morning Pride Manufacturing, Inc.

     At the option of Maker, this Note may be prepaid in whole or in part at any
time without premium or penalty upon five days' notice. Within five days of
receiving notice of a change in control of Maker or NSP, this Note shall, at
Payee's option, be prepaid in whole, including all accrued interest hereon.
Partial prepayments shall be applied to unpaid installments of principal to
become due hereunder in the inverse order of their maturity. All amounts not
paid when due under this Note shall bear interest until paid at a

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rate of four hundred (400) basis points above the prime rate per year or the
maximum rate allowed by law, whichever is less. Such interest shall be
immediately due and payable.

     For the purposes of this Note, "change of control" shall mean the
occurrence of any of the following events: (a) Maker or NSP is merged,
consolidated or reorganized, into or with another person, and as a result of
such merger, consolidation or reorganization, less than a majority of the then
outstanding ownership interests of such person immediately after such
transaction are held in the aggregate by the members of NSP immediately prior to
such transaction; or (b) Maker or NSP sells or otherwise transfers all or
substantially all of its assets to another person, and as a result of such sale
or transfer, less than a majority of the then outstanding ownership interests of
such person immediately after such sale or transfer are held in the aggregate by
the members of NSP immediately prior to such sale or transfer. Promptly after
any change in control of Maker or NSP, Maker shall notify Payee of such change
in control.

     This Note is unsecured subordinated debt of Maker and shall be PARI PASSU
with all Maker's existing and future subordinated debt.

     A.   Until all amounts owing on or in respect of the Senior Debt (as
defined hereafter) shall have been indefeasibly paid in full, no payment of any
kind shall be made on account of, or in respect of, this Note, PROVIDED,
HOWEVER, that until such time as a default in any payment due on or in respect
of any of the Senior Debt has occurred and is continuing or an event of default
under any of the Senior Debt Documents (as defined hereafter) has occurred and
is continuing, scheduled payments on account of principal of, or interest on,
this Note may be made in accordance with the terms hereof.

     B.   If any payment on account of or in respect of this Note is made at a
time when such payment is not permitted by paragraph A, then such payments shall
be held by Payee, in trust for the benefit of, and shall be paid forthwith over
and delivered, in the form received, to First Security Bank, National
Association, as collateral agent for the holders of the Senior Debt for
application to the payment of the Senior Debt to the extent necessary to pay the
Senior Debt in full.

     C.   Until the Senior Debt shall have been indefeasibly paid in full, Payee
shall not ask, demand, sue for, take or receive from Maker or any other person,
by set off or in any other manner, any payment or distribution on account of, or
in respect of this Note, except for or in respect of payments permitted by
paragraph A.

     D.   Upon any distribution of assets of Maker upon any dissolution, winding
up, liquidation or reorganization of Maker (whether in bankruptcy, insolvency or
receivership proceedings or upon assignment for the benefit of creditors or
otherwise):

          (1)  First Security Bank, National Association, as collateral agent
     for the holders of the Senior Debt shall first be entitled to receive
     payment in full of all amounts due on the Senior Debt before Payee is
     entitled to receive any payment or distribution of assets on account of, or
     in respect of, this Note;

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          (2)  an amount equal to any payment or distribution of assets of Maker
     or of any kind or character, whether in cash, property or securities, to
     which Payee would be entitled, except for the provisions of paragraph D(1),
     shall be paid by the liquidating trustee or agent or other person making
     such payment or distribution, whether a trustee in bankruptcy, a receiver
     or liquidating trustee or other trustee or agent, directly to First
     Security Bank, National Association, as collateral agent for the holders of
     the Senior Debt to the extent necessary to make payment in full of the
     Senior Debt remaining unpaid, after giving effect to any concurrent payment
     or distribution to First Security Bank, National Association, as collateral
     agent for the holders of the Senior Debt on account of the Senior Debt in
     accordance with paragraph D(1); and

          (3)  if any payment or distribution of assets of Maker of any kind or
     character, whether in cash, property or securities, shall be received by
     Payee on account of amounts due on this Note in excess of the amount which
     Payee would have received if paragraph D(1) had been complied with, the
     payment or distribution shall be held by Payee in trust for the benefit of,
     and shall be paid forthwith over and delivered, in the form received, to
     First Security Bank, National Association, as collateral agent for the
     holders of the Senior Debt for application to the payment of the Senior
     Debt to the extent necessary to make payment in full of the Senior Debt
     remaining unpaid..

     E.   The holders of the Senior Debt may at any time and from time to time
without the consent of or notice to Payee: (i) extend, renew, modify, assign or
refund the Senior Debt; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any
guarantor or any other person (except Maker) liable in any manner for the Senior
Debt; (iv) exercise or refrain from exercising any rights against Maker or any
other person; and (v) apply any sums by whomever paid or however realized to
Senior Debt. Any and all of such actions may be taken by the holders of Senior
Debt without incurring responsibility to Payee and without impairing or
releasing the Senior Debt of Payee to the holders of Senior Debt.

     F.   The subordination provisions of this Note are for the benefit of the
holders of Senior Debt (and their successors and assigns) and shall be
enforceable by them directly against Payee. No provision of this Note may be
amended or otherwise modified without the prior, express written consent of the
holders of at least a majority of the Senior Debt. No holder of Senior Debt
shall be prejudiced in its right to enforce subordination of this Note by any
act or failure to act by Maker or anyone in custody of Maker's assets or
property.

     G.   So long as any Senior Debt is outstanding, Payee shall not commence or
join with any other creditor of Maker to commence any bankruptcy, insolvency,
reorganization or other similar proceeding against Maker, unless the holders of
Senior Debt shall have so consented. To the extent that any such payments or
distributions are made in property other than cash, Payee authorizes the holders
of the Senior Debt, in their sole discretion, to determine, subject, however, to
the requirements of any applicable law,

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the disposition of such properties for the benefit of Payee. Payee will execute
such powers of attorney, assignments and other instruments or documents, and
endorse such notes and stock certificates, as the holders of the Senior Debt
shall reasonably request in order to effectuate these provisions.

As used in this Note (i) the term "Senior Debt" means all indebtedness,
liabilities and obligations of Maker, whether now existing or hereafter arising,
directly or indirectly, absolute or contingent, due or to become due, matured or
unmatured, liquidated or unliquidated, for the payment of principal of, interest
on, premium on and any other amount payable in or in connection with NSP's (a)
10.58% Senior Notes due June 7, 2004, issued in the aggregate principal amount
of $24,500,000 pursuant to a Securities Purchase Agreement dated June 7, 1995
and guaranteed by Maker pursuant to a Guaranty Agreement dated August 13, 1998,
(b) Floating Rate Senior Notes, due June 7, 2004, issued in the aggregate
principal amount of $10,000,000 pursuant to a Note Purchase Agreement dated
August 13, 1998 and (c) debt outstanding pursuant to the Credit Agreement
between Maker, the lenders listed therein and The Provident Bank, as Agent,
dated August 13, 1998, whether arising under the terms thereof or any other
Senior Debt Document or by operation of law or otherwise and (ii) "Senior Debt
Documents" means each document, instrument or agreement evidencing, securing,
guaranteeing or otherwise executed in connection with any of the Senior Debt.

     Upon (i) any failure to pay any installments of principal or interest
hereunder, as when due; (ii) dissolution, merger or consolidation (other than a
change of control), or transfer of a substantial portion of Maker's or NSP's
assets; (iii) the insolvency, bankruptcy or liquidation of Maker or NSP or (iv)
the acceleration of the payment of any other subordinated debt of Maker or NSP,
the holder of this Note may, at its option following five days' written notice
to Maker, declare the entire amount of unpaid principal, together with any
accrued interest hereon, immediately due and payable and proceed to exercise any
and all rights and remedies that the holder of this Note may have at law, in
equity or by agreement.

     If this Note is not paid at maturity, whether by acceleration or otherwise,
Maker shall pay all costs and expenses of collection and enforcement, including
court costs and reasonable attorneys' fees, unless prohibited by law.

     Payments of principal and interest on this Note shall be made to Payee at
Dayton, Ohio, or at such other place as the holder hereof may from time to time
in writing direct.

     This Note may not be negotiated, transferred or assigned by Payee, except
by operation of law or testamentary disposition, without the written consent of
Maker, which consent shall not be unreasonably withheld. This Note may not be
pledged by Payee, except for collateral assignment purposes, without the written
consent of Maker, which consent shall not be unreasonably withheld.

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     Each party signing or endorsing this Note waives presentment, demand,
protest, notice of dishonor, defenses based on suretyship and all other demands
and notices in connection with the delivery acceptance, performance or
enforcement of this Note.

     The obligation of Maker to pay in full any amounts due or to become due
hereunder is absolute and unconditional and shall not be affected by any
dispute, claim, counterclaim, defense or other right which Maker may have to
assert against Payee. No delay or omission on the part of Payee in exercising
any rights or remedies with respect to this Note shall operate as a waiver of
such right or remedy or of any other right or remedy, and no singular or partial
exercise of any right or remedy shall preclude any other further exercise
thereof, or the exercise of any other right or remedy. A waiver of any right or
remedy on any one occasion shall not be construed as a bar or waiver of any
right or remedy on future occasions, and no delay, omission, waiver or partial
exercise shall be deemed to establish a custom or course of dealing or
performance between Maker and Payee.

     This Note shall be governed by the laws of the State of Illinois.

     IN WITNESS WHEREOF, Maker has caused this Note to be executed in its name
by one of its officers thereto duly authorized, attested by its Secretary, as of
the date first written above.

                                        MORNING PRIDE MANUFACTURING L.L.C.


                                        By:  /s/ Robert A. Peterson
                                            -----------------------------------
                                        Its: C.E.O.
                                            -----------------------------------
                                                                        COPY


ATTEST:

 /s/ [ILLEGIBLE]
----------------------------------
Secretary

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                                    GUARANTY

     FOR VALUE RECEIVED, Norcross Safety Products L.L.C., a Delaware limited
liability company (the "GUARANTOR"), hereby irrevocably and unconditionally
guarantees to the holder of the Note upon which this Guaranty is endorsed, the
due and punctual payment of the principal of and interest (including any
additional interest required to be paid according to the terms of said Note) on
this Note as well as all reasonable costs and expenses of collection and
enforcement, when and as the same shall become due and payable, all in
accordance with the terms of the Note.

     The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Note; the absence of any action to enforce the same; any waiver or consent by
the holder of the Note with respect to any provisions thereof; any dispute,
claim, counterclaim, defense or other right which the Guarantor may have to
assert against Payee; or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of Maker, any right to require a
proceeding first against Maker, protest, notice, defenses based on suretyship
and all demands whatsoever and covenants that this Guaranty will not be
discharged, except by complete performance of the obligations contained in the
Note and in this Guaranty.

     The Guarantor hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened precedent to the
creation and issuance of this Guaranty to constitute the same, the valid,
binding and enforceable obligation of the Guarantor have been done and performed
in due compliance with all applicable laws. This Guaranty shall be governed by
and construed in accordance with the laws of the State of Illinois.

     IN WITNESS WHEREOF, the undersigned company has caused this Guaranty to be
executed as of the 14th day of August, 1998 in its name by one of its officers
thereunto duly authorized, attested by its Secretary.

                                        NORCROSS SAFETY PRODUCTS L.L.C.


                                        By:  /s/ Robert A. Peterson
                                            ---------------------------------
                                        Its: C.E.O.
                                            ---------------------------------

ATTEST:

 /s/ [ILLEGIBLE]
----------------------------------
    Secretary

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