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                                                                   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


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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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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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           (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




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           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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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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