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                                                               EXHIBIT 4(e)

[LOGO] CITIZENS BANK
                                                LOAN MODIFICATION AGREEMENT
___________________________________________________________________________

CITIZENS TRUST COMPANY, as lender (the "Bank"), and UVEX Safety, Inc. as
borrower (the "Borrower"), are parties to a certain Revolving Loan Agreement
dated March 7, 1994 (the "Loan Agreement"), and/or a _________ Note dated
__________, 19__ (the "Note"), and the following security documents, if any, a
security agreement and assignment of leasehold interest, all dated March 7,
1994 (the "Security Documents").

        1.      For good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Bank and the Borrower hereby agree to
modify the Loan Agreement and/or the Note and the Security Documents, all to
the extent applicable, to reflect the following modifications (which are checked
off and completed if applicable):

INTEREST RATE:

        [ ]     Interest shall accrue at such rate per annum calculated daily
                as shall equal _______ % greater than the fluctuating rate of
                interest designated by Bank from time to time as its "Prime
                Rate" of interest, such interest rate to change as and when the
                Prime Rate changes, but in no event shall the interest rate
                exceed that allowable under applicable law. Interest shall be
                computed on the basis of a three hundred sixty (360) day year
                counting the actual number of days elapsed.

        [ ]     Interest shall accrue at a rate of _______% per annum. Interest
                shall be computed on the basis of a three hundred sixty (360)
                day year counting the actual number of days elapsed.

PAYMENT TERMS: COMMENCING WITH PAYMENT DUE ______________, 19__:

        [ ]     Principal and interest payments of $_________ per month until
                the earlier of the final payment date or the date the Loan
                Agreement/Note is paid in full.

        [ ]     Principal payments of $________ per month plus interest until
                the earlier of the final payment date or the date the Loan
                Agreement/Note is paid in full.

        [ ]     Final payment date (if modified): __________________________.

OTHER:

        [X]     Revolving Line of Credit continues at a level of Three Million
                Dollars ($3,000,000.00); maturity date is hereby extended to
                May 31, 1997; all other terms and conditions remain in full
                force and effect.

PAYMENT EXTENSION/WAIVER:

        [ ]     _________________________ principal payment(s) under the Loan
                Agreement/Note, now due or to become due, are extended to the
                date the Loan Agreement/Note matures. Principal payments shall
                recommence on __________, 19__. Interest shall be paid monthly
                during the extension period and the final payment date of the
                Loan Agreement/Note shall not be changed unless noted below.

        [ ]     Final payment date (if modified): ____________________________.
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        2.      The Borrower hereby warrants that all of the representations
and warranties contained in the Loan Agreement, if any, are true and correct as
of the date hereof (except for Borrower's representation with respect to its
financial condition, which is accurately reflected on Borrower's most recent
financial statements provided to the Bank) and that no Event of Default has
occurred and is continuing under the Loan Agreement and/or the Note or the
Security Documents or would constitute such an Event of Default but for the
requirement that notice be given or time elapse or both.

        3.      Each of the Loan Agreement and/or the Note and the Security
Documents are hereby amended to be consistent with the terms and provisions of
this Loan Modification Agreement. All references in the Loan Agreement and/or
the Note and the Security Documents to each of the others shall be deemed to
refer to such document(s) as amended by this Loan Modification Agreement.

        4.      Except as modified and amended hereby, the Loan Agreement
and/or the Note and the Security Documents remain in full force and effect and
are in all other respects hereby ratified and confirmed.

        Executed under seal this 15th day of January, 1997.

                                        UVEX Safety, Inc.

                                        By:  /s/  W. Stepan
                                           ----------------------
                                           W. Stepan, President

                                        CITIZENS TRUST COMPANY

                                        By:  /s/  J. Bruce Hallworth
                                           -------------------------
                                           J. Bruce Hallworth

                                        Title: Senior Vice President


                         REAFFIRMATION OF GUARANTOR(S)

        The undersigned, jointly and severally if more than one (collectively
the "Guarantor"), has entered into a Guaranty or Guaranties in favor of the
Bank dated as of September 28, 1995 (collectively the "Guaranty") wherein the
Guarantor has guaranteed the Borrower's obligations under the loan documents
described above.

        In order to induce the Bank to enter into the Loan Modification
Agreement set forth above, the Guarantor, for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, hereby (a) consents
to the execution of this Loan Modification Agreement by the Borrower, and (b)
agrees and confirms that the Guaranty remains in full force and effect with
respect to the Loan Agreement and/or the Note and the Security Documents, as
amended above.

        Executed under seal this 15th day of January, 1997.

                                        BACOU USA, INC.

                                        By:  /s/  W. Stepan
                                           --------------------
                                           W. Stepan, President