**Exhibit10.1**

September 8, 2006

Mr. William Hayes

155 Honeysuckle Road

Lake Forest, IL  60045

Dear Bill:

This letter agreement(“Letter Agreement”) will confirm and formalize our agreement withrespect to your employment for the position of President of the General Safetyand Preparedness segment of Norcross Safety Products L.L.C. (the “Company”).  In this position you will have full GeneralManagement responsibility for the General Safety and Preparedness segment andwill report directly to me.

This Letter Agreementis among you, the Company and Safety Products Holdings, Inc., a Delawarecorporation (“Safety Products”), and I represent to you that I have theauthority to enter into this Letter Agreement with you on behalf of both theCompany and Safety Products.

Starting Date:  The starting date of your employment shall bebetween October 2, 2006 and October 16, 2006, to be mutually agreed upon (the “HireDate”).

Base Salary:  Beginning on your Hire Date, you will receivea base salary of $375,000 per year (“Base Salary”), to be paid in bi-weeklyinstallments of $14,423.08 in accordance with the Company’s payroll cycle.  Beginning on January 1, 2007, and each yearthereafter, the Base Salary will be reviewed and will be subject to increase,but not decrease from time to time.  Uponany increase in Base Salary, Base Salary as so increased shall be consideredthe new Base Salary for all purposes of this Letter Agreement, and shall notthereafter be reduced.

Annual Bonus:  You shall be eligible for an annual incentivebonus (“Annual Bonus”) at the end of each fiscal year that provides fora target Annual Bonus of 85% of your Base Salary (i.e. Annual Bonus of $318,750based on current Base Salary).  The AnnualBonus will be based upon the financial performance of our General Safety andPreparedness segment (80%) and personal objectives together with the EBITDAperformance of the Company (20%).  Inaddition, if we exceed our budgeted targets, the Annual Bonus could be as muchas 125% of your targeted 85% (or $398,438 based on current Base Salary).  The Annual Bonus shall be paid no later thantwo and a half (2-1/2) months after the end of the fiscal year in which it isearned (i.e. currently because the fiscal year is the calendar year, the AnnualBonus for a particular year shall be paid no later than March 15 of theimmediately following year).  The target(85%) and maximum (125% of 85%) percentages for the Annual Bonus shall not bereduced, unless such reduction is applicable to all similarly situated seniorexecutives of the Company, and in such an event, the reduction factorsapplicable to you shall not be worse than the reduction factors applicable tosimilarly situated senior executives of the Company.

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Guaranteed Bonus:  No later than fifteen business days after yourHire Date, you will be paid $88,000, net of legally required tax and otherwithholdings, in a single lump sum to replace the estimated bonus you haveearned to date in 2006 at your current employer.  Additionally, your Annual Bonus for 2006shall be prorated based on the Hire Date, it shall be guaranteed at the minimum85% target level, and it shall be paid to you no later than March 15, 2007.

Stock Options:  On, or as soon after your Hire Date as SafetyProduct’s Board of Directors and Shareholders have approved a sufficientincrease in the number of shares available for grant under the 2005 Option Planof Safety Products Holdings, Inc., which approval will be sought beginningpromptly after you sign this Agreement, (the “Grant Date”), you shall begranted an option (the “Option”) to purchase an amount of common stock ofSafety Products at fair market value on the Grant Date equal to one percent(1.0%) of the outstanding common stock of Safety Products on a fully dilutedbasis (which currently equates to approximately 120,000 shares).  The Option shall vest and become exercisableas to one-third (1/3) (approximately 40,000 shares) of the shares underlyingthe Option ratably on December 31, 2007, December 31, 2008, and December 31,2009, as set forth in the Non-Qualified Option Agreement of Safety ProductsHoldings, Inc. to be executed by you and Safety Products on the Grant Date (the“Option Agreement”), in a form as nearly identical as possible as thatattached hereto as Exhibit A.  TheOption shall vest and become exercisable as to the remaining two-thirds (2/3)of the shares underlying the Option as provided in Section 3.1(b) and (c) of ExhibitA.  For the avoidance of doubt, theEBITDA targets set out in Exhibit A are subject to adjustment asprovided in Section 4.6 thereof.

Purchased Shares:  You agree that you will invest, within 15business days of your Hire Date, between $100,000 and $150,000 in SafetyProducts.  This equates to between 5,000and 7,500 shares.  The Company and SafetyProducts have, in good faith and using their best judgment under thecircumstances, determined that the current fair market value of a share ofcommon stock of Safety Products, based on the reasonable application of areasonable valuation method, within the meaning of Proposed Regulation1.409A-1(b)(5)(iv)(B), is nineteen dollars and sixty-seven cents ($19.67).

Severance:  If your employment is terminated by theCompany or Safety Products without “Cause” (as defined in Section 1.1 ofthe Option Agreement attached hereto as Exhibit A), or if you terminateyour employment because your Base Salary has been reduced or the Option is notgranted to you within forty-five (45) calender days of your hire date, youshall be paid:  (A) two (2) years of yourBase Salary payable in equal monthly installments in accordance with theCompany’s normal payroll practices, over the 24 months immediately followingthe date of your termination of employment (the “Termination Date”); (B)any accrued Annual Bonus earned but not yet paid, for the fiscal year prior tothe year which includes the Termination Date, payable within the periodotherwise applicable to the payment of your Annual Bonus; (C) no later than twoand a half (2-1/2) months after the end of the fiscal year which includes theTermination Date, you shall be paid a prorated Annual Bonus for the fiscal yearwhich includes the Termination Date, based on the portion of the Base Salarypaid to you in such year if financial targets are met for the year in which theTermination Date occurs; and (D) from your Termination Date through the secondanniversary of your Termination Date, 

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your medicalinsurance coverage shall continue on the same basis and at the same cost to youas if you were an active full-time employee of the Company.

Vacation:  You will be entitled to four (4) weeks paidvacation each year.  Vacation not takenduring the calendar year may not be carried forward to any subsequent yearwithout the approval of the President/CEO of the Company.

Health Insurance:  On your Hire Date, you would be eligible toparticipate immediately in the Company’s group health insurance plan.  The group health insurance plan offersmedical, dental, vision, life, accidental death and dismemberment, long-termdisability and optional life and accidental death coverages.  The details of the group insurance benefitswill be provided to you under separate cover.

Retirement SavingsPlan:  The Companyprovides a 401(k) plan (“401(k) Plan”) in which you may elect toparticipate after completing three consecutive months of employment.  The 401(k) Plan provides for a Company matchingcontribution.

Automobile:  You will receive a $700.00 per month vehicleallowance.

Tax Withholding.  All payments to be made to you under thisAgreement or your Option Agreement will be paid net of all legally required taxand other withholdings.

Indemnification:  The Company and Safety Products agree toindemnify you for any work related liability to the fullest extent permittedunder their by-laws, applicable law, applicable indemnification agreements, andother governing documents.  While you areemployed by the Company and for so long thereafter as the Company provides suchindemnification to other similarly situated former employees, the Company shallmaintain liability insurance coverage for you at a level equal to the mostfavorable and protective coverage provided for any active officer or directorof the Company.

Internal RevenueCode Section 409A Compliance. If payment of any amount or other benefit that is “deferred compensation”subject to Section 409A of the Internal Revenue Code at the time otherwisespecified in this Letter Agreement would subject such compensation toadditional tax pursuant to Internal Revenue Code Section 409A(a)(1), thepayment thereof shall be postponed to the earliest commencement date on whichsuch amounts could be paid without incurring such additional tax.  If any benefits permitted or required underthis Letter Agreement are otherwise reasonably determined by the Company or youto be subject for any reason to a material risk of additional tax pursuant toInternal Revenue Code Section 409A(a)(1), you and the Company agree tonegotiate in good faith appropriate provisions to avoid such risk withoutmaterially changing the economic value of this Letter Agreement to you or theeconomic value or financial effect of this Letter Agreement on the Company.

This LetterAgreement contains the entire understanding of the parties with respect to youremployment by the Company, and may not be modified or amended except by writteninstrument signed by the parties hereto.

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Bill, we areexcited at the prospect of you joining the Company and believe this will be achallenging and exciting opportunity providing you with both professional andpersonal growth.  We recognize that youretain the option, as does the Company, of ending your employment with theCompany at any time, with or without notice and with or without Cause.  As such, your employment with the Company isat-will and neither this Letter Agreement nor any other oral or written representationsmay be considered as providing for continuation of your employment with theCompany for a specific period of time.

Kindly indicateyour acceptance of this offer by signing below and return it to me by fax630-572-8518.  If you have any questionsregarding this offer, please contact me at 630-572-8231.

Sincerely yours,

/s/ Robert A. Peterson

Robert Peterson
|  /s/ William Hayes |   | September 8, 2006 |   |
|-------------------------|--------|-------------------|--------|
| William Hayes           |   | Date              |

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