ASSIGNMENT AND ASSUMPTION AGREEMENT



     ASSIGNMENT AND ASSUMPTION  AGREEMENT (this  "Assignment")  dated as of July
11, 1995, by and between Cabot Safety Corporation, a Delaware corporation having
an address at One  Washington  Mall,  Boston,  MA 01550  ("Assignor")  and Cabot
Safety Acquisition Corporation,  a Delaware corporation having an address at One
Washington Mall, Boston, MA 0150 ("Assignee"). BACKGROUND

     A.  Assignor  is the  owner of the real  property  described  on  Exhibit A
attached hereto-(the "Premises").

     B. Assignor has previously executed a Promissory Note dated as of April 16,
1991 (the "Note") in favor of American United Life Insurance Company  ("Lender")
which Note had an original principal amount of $2,670,000.

     C. The Note is secured by, among other  things,  that certain  Indenture of
Mortgage  dated  April 16,  1991 (the  "Mortgage")  made by Assignor in favor of
Lender and  recorded  on April 17, 1991 in the real  property  records of Marion
County, Indiana as Instrument No. 91-35233.

     D. Simultaneously herewith (i) Assignor will convey all of its right, title
and  interest  in and to the  Premises  to  Assignee  pursuant  to that  certain
Corporate  Warranty  Deed dated of even date  herewith  and (ii)  Assignee  will
assume  all  of  Assignor's  obligations  (including  without  limitation,   any
repayment  obligations  thereunder) under the Note pursuant to the terms of that
certain Assignment and Assumption  Agreement dated of even date herewith between
Assignor and Assignee.

     E. The Lender has agreed to consent to the  conveyance  of the Premises and
the assignment  and  assumption of the Note on the condition,  among others that
Assignor and Assignee execute and deliver this Assignment.

                                   ASSIGNMENT

     In consideration of the premises and other good and valuable consideration,
the receipt of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

     1.  Assignor  hereby  assigns to  Assignee  forever  all  right,  title and
interest of Assignor in, to and under the Assignment of Leases.

     2. On and as of the date  hereof,  Assignee  hereby  accepts the  foregoing
assignment from Assignor of all of Assignor's  right,  title and interest in, to
and  under the  Assignment  of  Leases  and  hereby  assumes  all of  Assignor's
liabilities and obligations under,  relating to or arising out of the Assignment
of Leases,  whether  direct or indirect,  absolute or  contingent,  contractual,
tortious  or  otherwise  and  agrees  to be  bound  by  the  terms,  conditions,
provisions and obligations  created under the Assignment of Leases and any other
document  evidencing,  securing or in any way  relating to any  indebtedness  or
obligation evidenced by the Note.

     3. This Assignment may not be amended,  modified or terminated except by an
instrument, in writing, executed by the parties hereto.

     4. This Assignment  shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.

     IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed on the date first above written.

CABOT SAFETY CORPORATION


By:               /s/
Name:  John D. Curtin, Jr.
Title:  CEO

                                            Attest:


                                                              /s/
                                            Name:  Mark Tremallo
                                            Title:  Asst. Secy.

                            CABOT SAFETY ACQUISITION
                                   CORPORATION


                                            By:               /s/
                                            Name:  Norman W. Alpert
                                            Title:  President

                                            Attest:


                                                              /s/
                                            Name:  J. Christopher Henderson
                                            Title:  Secretary



<PAGE>

STATE OF NEW YORK )
                                    )       ss:.
COUNTY OF NEW YORK         )

     Before me, a Notary  Public in and for said County and State  appeared John
D. Curtin, Jr. and Mark V. R. Tremallo,  personally known and acknowledged to be
the  CEO and  Assistant  Secretary  of  Cabot  Safety  Corporation,  a  Delaware
corporation  and that such officers  being duly  authorized to do so pursuant to
its by-laws and resolutions of its board of directors, executed and acknowledged
the foregoing instrument for the purposes therein contained, by signing the name
of the  Corporation  by  themselves as such officers as their free and voluntary
act and deed and the free and voluntary act and deed of said Corporation.

     Witness my hand and seal this 11th day of July, 1995.


                                                     /s/
                                            Name:
                                            Notary Public

                                            LARS J. HANSON
                                            NOTARY PUBLIC, State of New York
My Commission expires:                      No. 31-5001530
                                            Qualified in New York County
                                            Certificate Filed in New York County
                                            Commission Expires September 8, 1996

STATE OF NEW YORK )
_________                           )       ss:.
COUNTY OF NEW YORK         )

     Before me, a Notary Public in and for said County and State appeared Norman
W. Alpert and J. Christopher Henderson,  personally known and acknowledged to be
the  President   and  Treasurer  and  Secretary  of  Cabot  Safety   Acquisition
Corporation, a Delaware corporation and that such officers being duly authorized
to do so  pursuant to its by-laws  and  resolutions  of its board of  directors,
executed and  acknowledged  the foregoing  instrument  for the purposes  therein
contained, by signing the name of the Corporation by themselves as such officers
as their free and voluntary act and deed and the free and voluntary act and deed
of said Corporation.

     Witness my hand and seal this 11th day of July, 1995.



                                                     /s/
                                            Name:
                                            Notary Public

                                            LARS J. HANSON
                                            NOTARY PUBLIC, State of New York
My Commission expires:                      No. 31-5001530
                                            Qualified in New York County
                                            Certificate Filed in New York County
                                            Commission Expires September 8, 1996


     This instrument was prepared by Simpson  Thacher & Bartlett,  425 Lexington
Avenue, New York, New York 10017. Attention: Alan S. Kava


<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

Parcel I

     Part of the  Northwest  Quarter of Section 25,  Township 17 North,  Range 2
East in Marion County, Indiana, more particularly described as follows:

     Commencing at the Northwest corner of said Quarter Section; thence North 87
degrees 33 minutes 00 seconds East along the North line of said Quarter Section,
1590.55 feet;  thence South 02 degrees 27 minutes 00 seconds East, 45.00 feet to
a point on the South  right-of-way  of 79th  Street and the point of  beginning;
thence South 02 degrees 10 minutes 45 seconds East, 402.72 feet; thence South 87
degrees 49 minutes 15 seconds West, 551.65 feet, the following courses are along
the  rights-of-way  of Moller Road and 79th  Street;  thence North 00 degrees 01
minutes 19 seconds  East,  160.23  feet;  thence  North 02 degrees 52 minutes 54
seconds East,  140.31 feet;  thence North 00 degrees 01 minutes 19 seconds East,
42.95  feet to a point of  curvature;  thence  91.67  feet  along a curve to the
right,  having a radius of 60.00 feet and a chord bearing and length of North 43
degrees 47  minutes 10 seconds  East,  83.01  feet;  thence  North 87 degrees 33
minutes 00 seconds East, 471.80 feet to the point of beginning.

Parcel II

     Non-exclusive  easement for ingress and egress as created by Declaration of
Ingress/Egress Easement dated December 5, 1988 and recorded December 19, 1988 as
Instrument  No.  88-128253,  as amended by First  Amendment  to  Declaration  of
Ingress/Egress  Easement dated December 9, 1990 and recorded  January 3, 1991 as
Instrument 91-898.

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