EXHIBIT 4.1

                     FIRST MODIFICATION TO CREDIT AGREEMENT


          This First Modification to Credit Agreement (this "Agreement") is made
effective  as of the 1st day of March,  2000,  by and among BACOU USA,  INC.,  a
Delaware corporation ("Borrower"),  UVEX SAFETY MANUFACTURING,  INC., a Delaware
corporation  ("Uvex";  together  with  the  Borrower,  hereinafter  collectively
referred to as  "Obligors";  and each of the Obligors is sometimes  individually
referred to as an "Obligor"),  FLEET NATIONAL BANK,  f/k/a  BANKBOSTON,  N.A., a
national banking association organized and existing under the laws of the United
States of America, having an office at 75 State Street in Boston,  Massachusetts
("Fleet"),   KEYBANK  NATIONAL  ASSOCIATION,   a  national  banking  association
organized and existing  under the laws of the United States of America having an
office at One Canal Plaza,  Portland,  Maine  ("KeyBank"),  and Fleet,  as agent
("Agent")  for  itself  and  KeyBank   (Fleet  and  KeyBank  being   hereinafter
collectively referred to as the "Banks"), in the following circumstances:

          A. The Banks have made certain loans to Borrower on a revolving credit
basis in the maximum  aggregate  principal amount of $36,000,000  (collectively,
the "Loans").  The Loans are governed, in part, by the Credit Agreement dated as
of August 24, 1999 by and among Obligors, Fleet, KeyBank, and Agent (the "Credit
Agreement"),  and are evidenced by (i) a Revolving  Credit Note dated August 24,
1999 made by  Borrower  in favor of Fleet in the  original  principal  amount of
$22,364,000,  and (ii) a  Revolving  Credit  Note dated  August 24, 1999 made by
Borrower in favor of KeyBank in the original  principal  amount of  $13,636,000,
(collectively,  the "Notes";  the Credit Agreement,  the Notes and all documents
executed in connection therewith are sometimes hereinafter collectively referred
to as the "Loan Documents").

          B. The Wilkes  County  Industrial  Facilities  and  Pollution  Control
Financing  Authority  (the  "Issuer")  has  agreed  with Schas  Industries,  LLC
("Schas"),  a subsidiary of Borrower,  to reissue its $5,590,000 1997 Industrial
Development  Revenue  Bonds,  Series  A (Schas  Industries,  LLC  Project)  (the
"Bonds")  pursuant to a certain Master Indenture dated as of December 1, 1997 by
and between the Issuer and The Bank of New York, as Trustee (the "Trustee"),  as
amended by the First Supplement to Master Indenture dated as of March 1, 2000 by
and between the Issuer and the Trustee (as amended, the "Master Indenture"), and
a certain  Series  Supplemental  Indenture  dated as of  December 1, 1997 by and
between the Issuer and the Trustee, as amended by the First Supplement to Series
Supplemental  Indenture  dated as of March 1, 2000 by and between the Issuer and
the Trustee (as amended, the "Series Supplemental Indenture";  together with the
Master  Indenture,  hereinafter  collectively  referred  to  as  the  "Indenture
Documents").

          C. In connection  with the  reissuance of the Bonds,  the Borrower has
requested that the Agent issue its irrevocable,  transferable, direct-pay letter
of credit in favor of the  Trustee  for the  account of Schas,  in the amount of
$5,681,900  (the  "Schas  Letter  of  Credit"),  pursuant  to  the  terms  of  a
Reimbursement  Agreement dated as of March 1, 2000, between Borrower,  Schas and
Agent (the "Schas Reimbursement Agreement").

          D. Agent has agreed to issue the Schas  Letter of Credit,  but only if
the Credit Agreement is modified upon the terms and conditions set forth herein.
Any  capitalized  terms  used but not  defined  herein  shall be given  the same
meaning given to such terms as set forth in the Credit Agreement.

          NOW, THEREFORE,  in consideration of Agent's and Banks' agreements set
forth herein and in further consideration of Obligors' agreements to perform all
of their  obligations  set forth herein and in the Loan  Documents,  the parties
hereby agree as follows:

          1.  The  Credit  Agreement  is  hereby  amended,  from and  after  the
effective date hereof, as follows:

          1.1 Schedule  5.19 of the Credit  Agreement  is hereby  deleted in its
entirety,   and  Schedule  5.19  attached  hereto  and  incorporated  herein  is
substituted therefor and inserted in place thereof.

          1.2 Schedule  7.1.3 of the Credit  Agreement is hereby  deleted in its
entirety,  and  Schedule  7.1.3  attached  hereto  and  incorporated  herein  is
substituted therefor and inserted in place thereof.

          1.3 Section 10.1 of the Credit Agreement is hereby amended to add "or"
at the end of Section  10.1.11  and to add the  following  new  Section  10.1.12
immediately following Section 10.1.11:

          "10.1.12 an event of default occurs under any Reimbursement  Agreement
          and such event of default  continues  uncured beyond the expiration of
          any applicable grace or notice period;"

          1.4 The  definition  of Letter of Credit set forth in  Section  1.1 is
hereby deleted and the following is  substituted  therefor and inserted in place
thereof:

          "Letter of Credit. The irrevocable, transferable, direct-pay letter of
          credit in the amount of $5,681,900  issued by Agent for the account of
          Schas pursuant to the terms of the Reimbursement Agreement dated as of
          March 1, 2000, by and among Borrower, Schas and Agent, or a commercial
          standby  or trade  letter of credit  issued by the Agent or any of the
          Banks for the account of the Borrower or any of its Subsidiaries."

          1.5 The definition of Reimbursement Agreement set forth in Section 1.1
is hereby  deleted and the  following  is  substituted  therefor and inserted in
place thereof:

          "Reimbursement  Agreement.  The  Reimbursement  Agreement  dated as of
          March 1, 2000, by and among  Borrower,  Schas and Agent,  or any other
          reimbursement  agreement  between Borrower and Agent (and/or Agent and
          the Banks) providing for the  reimbursement of any Draws honored under
          a Letter of Credit."

          1.6 The  definition  of Loan  Documents  set forth in  Section  1.1 is
hereby deleted and the following is  substituted  therefor and inserted in place
thereof:

          "Loan  Documents.  This  Credit  Agreement,  the Notes,  the Letter of
          Credit Documents and all other instruments related to the Loans or the
          Bond executed in connection therewith."

          1.7 The following new definitions shall be added to Section 1.1:

          "Schas. Schas Industries, LLC, a Delaware limited liability company."

          2.  On and  after  the  date  hereof,  all  references  to the  Credit
Agreement,  whether  made in this  Agreement,  the  Loan  Documents,  the  Schas
Reimbursement Agreement or however or whenever made, shall be deemed to refer to
the Credit Agreement as amended by this Agreement.  ALL OF THE PROVISIONS OF THE
CREDIT AGREEMENT, AS AMENDED HEREBY, REMAIN IN FULL FORCE AND EFFECT.

          3. By its execution of this  Agreement,  each of the Banks (i) consent
to the  issuance  of the Schas  Letter of Credit by Agent and agree that each of
the Banks shall  participate  in any Draws  under the Schas  Letter of Credit in
accordance with its respective Commitment Percentage for Loans, (ii) approve the
form and substance of the Schas  Reimbursement  Agreement as required by Section
2.1 of the Credit  Agreement,  and (iii)  agree that the annual fee set forth in
Section 2.04(a) of the Schas Reimbursement  Agreement shall be allocated prorata
among the Banks in accordance with their  respective  Commitment  Percentage for
Loans and that all other fees paid by Borrower as set forth in said Section 2.04
shall be allocated to and earned solely by the Agent.

          4. All demands,  notices,  and  communications  hereunder  shall be in
writing and shall be deemed to have been duly given when mailed by United States
certified mail, return receipt requested,  postage prepaid to the parties at the
addresses set forth in the Credit Agreement.

          5. Any part,  provision,  representation or warranty of this Agreement
which  is  prohibited  or  which  is held to be void or  unenforceable  shall be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions hereof. This Agreement shall be construed
and the  obligations,  rights and  remedies  of the parties  hereunder  shall be
determined  in  accordance  with the laws of the  State  of Rhode  Island.  This
Agreement  shall  bind and inure to the  benefit  of and be  enforceable  by the
parties hereto and their respective successors and assigns. This Agreement shall
not be assigned,  pledged or  hypothecated  by Obligors to a third party without
the consent of all parties to this Agreement.

          6. The  failure of any party to insist upon  strict  performance  of a
covenant hereunder or of any obligation hereunder, irrespective of the length of
time for which such  failure  continues,  shall not be a waiver of such  party's
right to demand strict compliance in the future.  No consent or waiver,  express
or implied,  to or of any breach  shall  constitute a consent or waiver to or of
any  other  breach  or  default  in the  performance  of the  same or any  other
obligation  hereunder.  No term or  provision  of this  Agreement  may be waived
unless  such  waiver is in  writing  and signed by the party  against  whom such
waiver is sought to be enforced.

          7. IN THE  EVENT  THAT  AGENT  BRINGS  ANY  ACTION  OR  PROCEEDING  IN
CONNECTION  HEREWITH IN ANY COURT OF RECORD OF THE STATE OF RHODE  ISLAND OR THE
UNITED STATES IN SUCH STATE,  EACH OBLIGOR  HEREBY  IRREVOCABLY  CONSENTS TO AND
CONFERS PERSONAL  JURISDICTION OF SUCH COURT OVER SUCH OBLIGOR BY SUCH COURT. IN
ANY SUCH ACTION OR PROCEEDING,  EACH OBLIGOR HEREBY WAIVES  PERSONAL  SERVICE OF
ANY SUMMONS,  COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE  THEREOF MAY BE
MADE UPON SUCH  OBLIGOR BY MAILING A COPY OF SUCH  SUMMONS,  COMPLAINT  OR OTHER
PROCESS BY UNITED STATES  CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  POSTAGE
PREPAID,  TO SUCH OBLIGOR AT THE ADDRESS  REFERENCED  ABOVE. EACH OBLIGOR HEREBY
WAIVES ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT  IN AN  INCONVENIENT  COURT.
EACH  OBLIGOR  AND AGENT EACH  HEREBY  AGREE NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE  TRIABLE OF RIGHT BY JURY,  AND EACH  HEREBY  WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST WITH
REGARD TO THIS AGREEMENT,  THE CREDIT AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR
ANY CLAIM,  COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION  THEREWITH.  THIS
WAIVER  OF RIGHT TO TRIAL BY JURY IS GIVEN  KNOWINGLY  AND  VOLUNTARILY  BY SUCH
OBLIGOR AND AGENT, AND IS INTENDED TO ENCOMPASS  INDIVIDUALLY  EACH INSTANCE AND
EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  THE
AGENT IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY SUCH OBLIGOR. EXCEPT AS PROHIBITED BY LAW,
EACH  OBLIGOR  HEREBY  WAIVES  ANY RIGHT IT MAY HAVE TO CLAIM OR  RECOVER IN ANY
LITIGATION  REFERRED  TO IN  THE  PRECEDING  SENTENCE  ANY  SPECIAL,  EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL  DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH OBLIGOR (A) CERTIFIES THAT NO REPRESENTATIVE OR ATTORNEY OF
AGENT OR BANKS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT WOULD NOT, IN
THE  EVENT  OF  LITIGATION,  SEEK TO  ENFORCE  THE  FOREGOING  WAIVERS,  AND (B)
ACKNOWLEDGES  THAT THE AGENT AND BANKS  HAVE  BEEN  INDUCED  TO ENTER  INTO THIS
AGREEMENT  AND THE OTHER LOAN  DOCUMENTS  TO WHICH IT IS A PARTY BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.



                         [SIGNATURES ON FOLLOWING PAGE]



<PAGE>


          IN  WITNESS  WHEREOF,  Obligors,  Banks and Agent have  executed  this
Agreement  by  their  authorized  representatives  as of the  date  first  above
written.

Witnessed by:                                 BACOU USA, INC.



                                              By:/s/ Philip B. Barr
----------------------------                     -------------------------------
                                                     Philip  B. Barr
                                                     President and Chief
                                                       Executive Officer


                                              UVEX SAFETY MANUFACTURING, INC.



                                              By:/s/ Philip B. Barr
----------------------------                     -------------------------------
                                                     Philip B. Barr
                                                     Chairman


                                              FLEET NATIONAL BANK, as Agent



                                              By:/s/ Gary A. Pirri
----------------------------                     -------------------------------
                                                     Gary A. Pirri
                                                     Senior Vice President


                                              FLEET NATIONAL BANK



                                              By: /s/ Gary A. Pirri
----------------------------                      ------------------------------
                                                      Gary A. Pirri
                                                      Senior Vice President


                                              KEYBANK NATIONAL ASSOCIATION



                                              By: /s/ Stephen P. Lubelczyk
----------------------------                     -------------------------------
                                                  Name: Stephen P. Lubelczyk
                                                  Title: Senior Vice President


<PAGE>


                                  Schedule 5.19

                        Existing Indebtedness of Obligors


1. The  obligations of SCHAS  Industries,  LLC f/k/a Schas Circular  Industries,
Inc. in connection  with The Wilkes County  Industrial  Facilities and Pollution
Control Financing Authority 1997 Industrial  Development Revenue Bonds, Series A
(Schas  Industries,  LLC Project)  evidenced by the $5,590,000  Promissory  Note
dated March 1, 2000 made by SCHAS Industries,  LLC in favor of The Wilkes County
Industrial Facilities and Pollution Control Financing Authority.

2. Irrevocable Letter of Credit dated December 22, 1997 issued by Marine Midland
Bank in favor of The Bank of New York for the account of SCHAS Industries,  Inc.
f/k/a Schas  Circular  Industries,  Inc.  in an  aggregate  principal  amount of
$6,585,000.  [to be replaced and terminated by Letter of Credit issued by Lender
at closing of First Modification.]

3. Loans by BNP to Borrower on a revolving credit basis in the maximum aggregate
principal amount of  $110,000,000,  evidenced by the Credit Line Agreement dated
February 19, 1998.

4. Loans by BNP to Borrower on a revolving credit basis in the maximum aggregate
principal  amount of  $50,000,000,  evidenced by the Credit Line Agreement dated
March 25, 1999.




<PAGE>


                                 Schedule 7.1.3

                                 Permitted Debt


1. The  obligations of SCHAS  Industries,  LLC f/k/a Schas Circular  Industries,
Inc. in connection  with the Wilkes County  Industrial  Facilities and Pollution
Control Financing Authority 1997 Industrial  Development Revenue Bonds, Series A
(Schas  Industries,  LLC Project)  evidenced by the $5,590,000  Promissory  Note
dated  March 1, 2000  made by SCHAS  Industries,  LLC in favor of Wilkes  County
Industrial Facilities and Pollution Control Financing Authority.

2. Irrevocable Letter of Credit dated December 22, 1997 issued by Marine Midland
Bank in favor of The Bank of New York for the account of SCHAS Industries,  Inc.
f/k/a Schas  Circular  Industries,  Inc.  in an  aggregate  principal  amount of
$6,585,000.  [to be replaced and terminated by Letter of Credit issued by Lender
at closing of First Modification.]

3. Loans by BNP to Borrower on a revolving credit basis in the maximum aggregate
principal amount of  $110,000,000,  evidenced by the Credit Line Agreement dated
February 19, 1998.

4. Loans by BNP to Borrower on a revolving credit basis in the maximum aggregate
principal  amount of  $50,000,000,  evidenced by the Credit Line Agreement dated
March 25, 1999.

<PAGE>
                                                                     EXHIBIT 4.2


                                PLEDGE AGREEMENT

          This PLEDGE AGREEMENT ("this  Agreement") is made as of the 1st day of
March, 2000, by and between BACOU USA, INC., a Delaware  corporation  ("Bacou"),
SCHAS INDUSTRIES,  LLC, a Delaware limited liability company ("Schas";  together
with Bacou  hereinafter  individually  referred to as "Pledgor" and collectively
referred  to  as  "Pledgors")  and  FLEET  NATIONAL  BANK,  a  national  banking
association,  organized  and  existing  under the laws of the  United  States of
America, having an office at 75 State Street in Boston, Massachusetts,  as agent
(the "Agent") for the benefit of the financial  institutions  which are or which
become Banks under, and as described in, the Credit Agreement dated as of August
24, 1999 by and among Bacou,  Uvex Safety  Manufacturing,  Inc.,  Fleet National
Bank f/k/a BankBoston, N.A., Keybank National Association and Agent (the "Credit
Agreement").

          PRELIMINARY STATEMENTS:

          A. Wilkes County Industrial Facilities and Pollution Control Financing
Authority (the  "Issuer") has agreed with Schas to reissue its  $5,590,000  1997
Industrial  Development Revenue Bonds, Series A (Schas Industries,  LLC Project)
(the "Bonds")  pursuant to a certain  Master  Indenture  dated as of December 1,
1997 by and  between  the  Issuer  and The Bank of New  York,  as  Trustee  (the
"Trustee"),  as amended by the First  Supplement to Master Indenture dated as of
March 1, 2000 by and between the Issuer and the Trustee (as amended, the "Master
Indenture"), and a certain Series Supplemental Indenture dated as of December 1,
1997 by and  between  the  Issuer  and the  Trustee,  as  amended  by the  First
Supplement  to Series  Supplemental  Indenture  dated as of March 1, 2000 by and
between  the  Issuer and the  Trustee  (as  amended,  the  "Series  Supplemental
Indenture";  together  with  the  Master  Indenture,   hereinafter  collectively
referred to as the "Indenture Documents").

          B. The  Agent  has  agreed  to issue  its  irrevocable,  transferable,
direct-pay  letter of credit (the  "Letter of Credit") in favor of the  Trustee,
pursuant to the terms of a  Reimbursement  Agreement  dated as of March 1, 2000,
between  Pledgors and Agent (the  "Reimbursement  Agreement").  Any  capitalized
terms used but not defined  herein shall be given the same meaning given to such
terms in the Reimbursement Agreement.

          C. In  connection  with the issuance of the Bonds,  the Pledgors  have
agreed to enter into the Reimbursement Agreement in order to induce the Agent to
issue the Letter of Credit thereunder, which Letter of Credit may be used, inter
alia, to pay the Purchase Price of Bonds which are not  successfully  remarketed
in the event that a Bondholder (as defined in the Indenture Documents) elects to
tender any Bonds or in the event that such Bonds are subject to mandatory tender
(any Bonds so purchased, the "Pledged Bonds").

          D. It is a condition precedent to the obligation of the Agent to issue
its Letter of Credit that the Pledgors  shall have  entered into this  Agreement
with the Agent.

          NOW,  THEREFORE,  in  consideration  of the  premises  and in order to
induce the Agent to issue the  Letter of Credit  pursuant  to the  Reimbursement
Agreement,  and for other good and valuable  consideration,  receipt of which is
hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. PLEDGE.  The Pledgors hereby pledge to the Agent, and grant
to the Agent a security  interest in, all of their respective title and interest
in and to the Pledged Bonds and the certificates representing the Pledged Bonds,
as the same may be from time to time delivered to the Trustee or the Remarketing
Agent by the holder thereof,  and any interest of the Pledgors in the entries on
the books of any financial intermediary pertaining to the Pledged Bonds, and all
interest,  cash,  instruments  and other  property  from time to time  received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of the Pledged Bonds (the "Pledged Collateral").

          SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement and the pledge and
security  interest  granted by the Pledgors to the Agent  hereunder  secures the
payment and  performance  of all  obligations  of the  Pledgors now or hereafter
existing  under  the  Reimbursement  Agreement  and/or  the  Related  Documents,
including,  without  limitation,  with respect to any Letter of Credit  Payments
that have been made  under the  Reimbursement  Agreement  and  Letter of Credit,
whether  such  obligations  are  for  principal,  interest,  fees,  expenses  or
otherwise,  and all obligations of the Pledgors now or hereafter  existing under
this Agreement (all such  obligations of the Pledgors being,  collectively,  the
"Obligations").

          SECTION 3. DELIVERY OF PLEDGED COLLATERAL. In connection with any draw
on the Letter of Credit  pursuant to an  A-Drawing,  as defined in the Letter of
Credit,  Pledged Bonds in an aggregate  principal  amount equal to the principal
amount  represented  by such  draw  shall be  delivered  by the  Trustee  or the
Remarketing  Agent to the  Agent  (and if in  book-entry  form  the  appropriate
entries  will be made on the  books  of a  financial  intermediary  showing  the
interest  of the Agent)  pursuant  to the  Indenture  Documents  as  promptly as
practicable,  and in any  event  within  three  (3)  Business  Days  after  such
presentation.  Pledged Bonds shall be registered in the name of the Agent or its
designee  as  pledgee,  and all  certificates  or  instruments  representing  or
evidencing  the Pledged  Collateral  shall be delivered to and held by the Agent
pursuant hereto and shall be in suitable form for transfer by delivery, or shall
be accompanied by duly executed  instruments of transfer or assignment in blank,
all in form and  substance  satisfactory  to the Agent.  In addition,  the Agent
shall have the right, to the extent permitted under the Indenture Documents,  at
any time to exchange  certificates  or  instruments  representing  or evidencing
Pledged  Collateral  for  certificates  or  instruments  of  smaller  or  larger
authorized denominations.  Pledged Bonds held by or on behalf of the Agent shall
not be  entitled  to the  benefits  of, and shall not be  presented  for payment
under, the Letter of Credit.

          SECTION 4.  RELEASE  OF  PLEDGED  BONDS AND  PLEDGED  COLLATERAL.  The
Pledgors  hereby agree that the Agent shall not release any of the Pledged Bonds
or the  Pledged  Collateral  until  (i) the Agent  has been  reimbursed  in full
pursuant to Article IV of the  Reimbursement  Agreement for any Demand Loans, as
defined in the Reimbursement Agreement (including interest thereon), made to the
Pledgors  as a result of a drawing  or  drawings  under the  Letter of Credit to
purchase such Pledged Bonds and (ii) the amount  available to be drawn under the
Letter of Credit (if the Letter of Credit is then in effect) has been reinstated
with respect to the Pledged Bonds to be so released.

          SECTION 5. REPRESENTATIONS AND WARRANTIES.  The Pledgors represent and
warrant that:

          (a) The Pledgors are and will be the beneficial  owners of the Pledged
Collateral free and clear of any lien, security interest, option or other charge
or encumbrance except for the security interest in favor of the Agent created by
this  Agreement;  and on the date of  delivery  to the  Agent of  Pledged  Bonds
described  herein,  neither the Trustee,  the Remarketing  Agent,  nor any other
Person will, in its capacity as Trustee, Remarketing Agent, or otherwise, as the
case may be, have any right, title or interest in or to the Pledged Bonds.

          (b) The Pledgors  have, and on the date of delivery or transfer to the
Agent of the Pledged Bonds will have,  full power and authority to pledge all of
their  right,  title and interest in and to the Pledged  Bonds  pursuant to this
Agreement.

          (c) Upon the  delivery or  transfer of the Pledged  Bonds to the Agent
(or notice to the appropriate financial intermediaries in the case of book-entry
securities),  the pledge of the Pledged Bonds  pursuant to this  Agreement  will
create a valid and perfected  first  priority  security  interest in the Pledged
Collateral, securing the payment of the Obligations, subject to no prior pledge,
lien, mortgage, hypothecation,  security interest, charge, option or encumbrance
nor to any agreement  purporting to grant to any third party a security interest
in the property or assets of the Pledgors that would include the Pledged Bonds.

          (d) This Agreement has been duty authorized, executed and delivered by
the Pledgors and  constitutes  the legal,  valid and binding  obligation  of the
Pledgors  enforceable in accordance with its terms,  and the pledge of the Bonds
pursuant to this  Agreement  does not and will not extinguish the debt evidenced
by such Bonds.

          (e) No authorization, approval or other action by, and no notice to or
filing  with,  any  governmental  body or agency is required  either (i) for the
pledge by the Pledgors of the Pledged Collateral pursuant to this Agreement,  or
(ii)  for the  execution,  delivery  or  performance  of this  Agreement  by the
Pledgors.

          (f) The execution, delivery and performance of this Agreement will not
violate any applicable provision of law or regulations or the charter or by-laws
of the Pledgors or any provision of any mortgage,  indenture, lease, contract or
agreement  to which  either  Pledgor is a party or which is binding  upon either
Pledgor or upon its property.

          SECTION 6.  AFFIRMATIVE  COVENANTS.  So long as a drawing is available
under the Letter of Credit or any Demand  Loans shall  remain  outstanding,  the
Pledgors  covenant and agree that,  unless the Agent shall otherwise  consent in
writing:

          (a) The Pledgors  will own all of the Pledged  Bonds free and clear of
all liens, claims, encumbrances and security interests of any nature whatsoever,
except for the lien and  security  interest in favor of the Agent  provided  for
hereby.

          (b) The  Pledgors  will defend the Agent's  position as pledgee of the
Pledged Bonds against the claims and demands of all Persons.

          (c) The Pledgors will have like title to and right to pledge any other
property  at any time  hereafter  pledged  to the  Agent as  Pledged  Collateral
hereunder  and will  likewise  defend the Agent's  right  thereto  and  security
interest therein.

          SECTION 7. FURTHER ASSURANCES. The Pledgors agree that at any time and
from time to time,  at the expense of the  Pledgors,  the Pledgors will promptly
execute and deliver all further instruments and documents,  and take all further
action,  that may be necessary or  desirable,  or that the Agent may  reasonably
request,  in order to perfect  and  protect  any  security  interest  granted or
purported  to be granted  hereby or to enable the Agent to exercise  and enforce
its rights and remedies hereunder with respect to any Pledged Collateral.

          SECTION 8. VOTING  RIGHTS,  INTEREST;  ETC. (a) So long as no Event of
Default or event  that,  with the giving of notice or passage of time,  or both,
could become an Event of Default shall have occurred and be continuing:

          (i) The  Pledgors  shall be  entitled  to  exercise,  or refrain  from
     exercising,  any and all voting and other consensual  rights  pertaining to
     the Pledged Collateral or any part thereof for any purpose not inconsistent
     with the terms of this Agreement or the Reimbursement Agreement;  provided,
     however,  that the Pledgors  shall not exercise or refrain from  exercising
     any such  right if, in the  Agent's  judgment,  such  action  would  have a
     material adverse effect on the value of the Pledged  Collateral or any part
     thereof,  and provided  further  that the Pledgors  shall give the Agent at
     least  five  days'  written  notice of the  manner in which it  intends  to
     exercise, or the reasons for refraining from exercising, any such right.

          (ii) The Pledgors  shall be entitled to receive and retain any and all
     interest paid in respect of the Pledged Collateral; provided, however, that
     any and all

               (A)  interest  paid or payable  other than in cash in respect of,
          and instruments and other property  received,  receivable or otherwise
          distributed in respect of, or in exchange for, any Pledged Collateral,
          and

               (B) cash paid,  payable or  otherwise  distributed  in respect of
          principal  of, or in  redemption  of, or in exchange  for, any Pledged
          Collateral

shall be, and shall be forthwith  delivered to the Agent to be held as,  Pledged
Collateral and shall, if received by the Pledgors,  be received in trust for the
benefit of the Agent,  be  segregated  from the other  property  or funds of the
Pledgors,  and be forthwith  delivered to the Agent as Pledged Collateral in the
same form as so received (with any necessary endorsement).

          (b) Upon the  occurrence  and  during the  continuance  of an Event of
Default or an event that, with the giving of notice or passage of time, or both,
could become an Event of Default:

               (i) All rights of the  Pledgors to exercise  the voting and other
          consensual  rights that they would  otherwise  be entitled to exercise
          pursuant to Section 8(a)(i) and to receive the interest  payments that
          they would  otherwise be authorized to receive and retain  pursuant to
          Section 8(a)(ii) shall (upon written notice from the Agent) cease, and
          (upon  such  written  notice  from the Agent)  all such  rights  shall
          thereupon  become vested in the Agent,  which shall thereupon have the
          sole right to exercise such voting and other consensual  rights and to
          receive and hold as Pledged Collateral such interest payments.

               (ii) All  interest  payments  that are  received by the  Pledgors
          contrary to the provisions of paragraph (i) of this Section 8(b) shall
          be received in trust for the benefit of the Agent, shall be segregated
          from other funds of the Pledgors  and shall be forthwith  paid over to
          the Agent as Pledged  Collateral in the same form as so received (with
          any necessary endorsement).

          SECTION 9.  AGENT  APPOINTED  ATTORNEY-IN-FACT.  Each  Pledgor  hereby
appoints the Agent as such Pledgor's  attorney-in-fact,  said appointment  being
coupled  with an  interest,  with full  authority in the place and stead of such
Pledgor, and in the name of such Pledgor or otherwise,  from time to time in the
Agent's  discretion  to take any action and to execute any  instrument  that the
Agent may deem  necessary or advisable to assure that Pledged  Bonds are pledged
to the Agent and that the Pledgors'  agreements  and  obligations  hereunder are
performed and satisfied,  including, without limitation, to receive, endorse and
collect all instruments  made payable to the Pledgors  representing any interest
payment or other  distribution in respect of the Pledged  Collateral or any part
thereof and to give full discharge for the same.

          SECTION 10.  AGENT MAY PERFORM.  If the  Pledgors  fail to perform any
agreement  contained herein, the Agent, upon notice to the Pledgors,  may itself
perform, or cause performance of, such agreement, and the reasonable expenses of
the Agent  incurred in  connection  therewith  shall be payable by the  Pledgors
under Section 14 hereof.

          SECTION  11.  REASONABLE  CARE.  The  Agent  shall be  deemed  to have
exercised  reasonable  care  in the  custody  and  preservation  of the  Pledged
Collateral  in its  possession if the Pledged  Collateral is accorded  treatment
substantially  equal to that which the Agent accords its own property,  it being
understood  (without  limitation of the foregoing) that the Agent shall not have
any  responsibility for (i) ascertaining or taking action with respect to calls,
conversions,  exchanges,  maturities,  tenders or other matters  relative to any
Pledged Collateral,  whether or not the Agent has or is deemed to have knowledge
of such matters,  or (ii) taking any necessary  steps to preserve rights against
any parties with respect to any Pledged Collateral.

          SECTION 12. SALE OF  COLLATERAL.  The Pledgors agree to do or cause to
be done all such other acts and things as may be  necessary  to make any sale or
sales of any  portion or all of the  Pledged  Bonds  contemplated  by Section 13
hereof valid and binding and in  compliance  with any and all  applicable  laws,
regulations,  orders,  writs,  injunctions,  decrees  or  awards  of any and all
courts,  arbitrators  or  governmental  instrumentalities,  domestic or foreign,
having  jurisdiction over any such sale or sales, all at the Pledgors'  expense.
The Pledgors  further agree that a breach of any of the  covenants  contained in
this Section 12 will cause  irreparable  injury to the Agent, that the Agent has
no  adequate  remedy at law in respect of such  breach  and,  as a  consequence,
agrees  that  each  and  every  covenant  contained  in this  Section  shall  be
specifically  enforceable  against the  Pledgors,  and the Pledgors  each hereby
waive and agree  not to assert  any  defenses  against  an action  for  specific
performance of such covenants  except for a defense that no Event of Default has
occurred. The Pledgors further acknowledge the impossibility of ascertaining the
amount of damages  that would be  suffered by the Agent by reason of a breach of
any of such covenants and, consequently,  agree that, if the Agent shall sue for
damages for breach,  they shall pay, as liquidated damages and not as a penalty,
against  release to them of the Pledged Bonds,  an amount equal to the principal
amount of the Pledged Bonds,  plus accrued interest on all Demand Loans plus any
other sums then owed under the  Reimbursement  Agreement,  on the date the Agent
shall demand compliance with this Section.

          SECTION 13. REMEDIES UPON DEFAULT. If any Event of Default (as defined
in the Reimbursement Agreement) shall have occurred and be continuing:

          (a) The Agent may  exercise in respect of the Pledged  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
pursuant to it, all the rights and remedies of a secured  party on default under
the Uniform  Commercial  Code (the "UCC") in effect in the State of Rhode Island
at that time, and the Agent may also,  without notice except as specified below,
sell the Pledged Collateral or any part thereof in one or more parcels at public
or  private  sale,  at any  exchange,  broker's  board or at any of the  Agent's
offices or elsewhere,  for cash, on credit or for future delivery, and upon such
other terms as the Agent may deem  commercially  reasonable.  The Pledgors agree
that, to the extent notice of sale shall be required by law, ten days' notice to
the  Pledgors  of the time and place of any public  sale or the time after which
any private sale is to be made shall  constitute  reasonable  notification.  The
Agent shall not be obligated to make any sale of Pledged  Collateral  regardless
of notice of sale having been given. The Agent may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned.

          (b) Any cash held by the Agent or on its behalf as Pledged  Collateral
and all  cash  proceeds  received  by the  Agent  in  respect  of any  sale  of,
collection  from,  or other  realization  upon  all or any  part of the  Pledged
Collateral  may, in the discretion of the Agent,  be held by the Agent or on its
behalf as collateral for,  and/or then or at any time thereafter  applied (after
payment of any  amounts  payable to the Agent  pursuant to Section 14 hereof) in
whole or in part by the Agent  against,  all or any part of the  Obligations  in
such order as the Agent shall elect.  Any surplus of such cash or cash  proceeds
held by the Agent or on its behalf and remaining  after payment and  performance
in  full of all the  Obligations  shall  be  paid  over  to the  Pledgors  or to
whomsoever may be lawfully entitled to receive such surplus.

          SECTION 14.  EXPENSES.  The Pledgors will upon demand pay to the Agent
the amount of any and all reasonable expenses, including the reasonable fees and
expenses of the Agent's  counsel and of any agents,  that the Agent may incur in
connection with (i) the  administration  of this Agreement,  (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the  Pledged  Collateral,  (iii) the  exercise or  enforcement  of any of the
rights of the Agent hereunder, or (iv) the failure by the Pledgors to perform or
observe any of the provisions hereof.

          SECTION 15.  AMENDMENTS,  ETC. No amendment or waiver of any provision
of this Agreement nor consent to any departure by the Pledgors  herefrom,  shall
in any event be effective  unless the same shall be in writing and signed by the
Agent,  and then such waiver or consent shall be effective  only in the specific
instance and for the  specific  purpose for which  given.  Neither  Pledgors nor
Agent shall by any act,  delay,  omission or  otherwise be deemed to have waived
(except as expressly set forth  herein) any of its rights or remedies  hereunder
and no waiver shall be valid unless in writing,  signed by the other party,  and
then only to the extent  therein set forth. A waiver by Pledgors or Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the waiving party would  otherwise  have on any future
occasion.  No failure to exercise,  nor any delay in  exercising  on the part of
either  party,  of any right,  power or privilege  hereunder  shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive or any rights or remedies provided by law.

          SECTION 16.  AMENDMENTS,  MODIFICATIONS  AND WAIVERS  WITH  RESPECT TO
OBLIGATIONS.  The Pledgors  hereby  consent  that,  without the necessity of any
reservation  of rights  against the Pledgors,  and without  notice to or further
assent by the Pledgors, any demand for payment of any of the Obligations made by
the Agent may be  rescinded by the Agent and any of the  Obligations  continued,
and the Obligations, or the liability of the Pledgors or any other party upon or
for any part thereof,  or any collateral security or guarantee therefor or right
of offset with respect thereto,  may, from time to time, in whole or in part, be
renewed,  extended,  amended,  modified,   accelerated,   compromised,   waived,
surrendered  or  released by the Agent,  and the  Reimbursement  Agreement,  the
Letter of Credit or any collateral security documents or guaranties or documents
in connection therewith may be amended, modified, supplemented or terminated, in
whole or in part,  as the Agent may deem  advisable  from time to time,  and any
collateral  security  at any  time  held by the  Agent  for the  payment  of the
Obligations may be sold, exchanged, waived, surrendered or released, all without
the  necessity  of any  reservation  of rights  against the Pledgors and without
notice to or further assent by the Pledgors,  which will remain bound hereunder,
notwithstanding  any  such  renewal,  extension,   modification,   acceleration,
compromise,   amendment,   supplement,   termination,  sale,  exchange,  waiver,
surrender  or release.  Other than as set forth in Section 11 hereof,  the Agent
shall  have no  obligation  to  protect,  secure,  perfect  or insure  any other
collateral  security  document or property  subject  thereto at any time held as
security  for the  Obligations.  The  Pledgors  waive any and all  notice of the
creation,  renewal, extension or accrual of any of the Obligations and notice of
or proof of reliance by the Agent upon this Agreement, and the Obligations shall
conclusively be deemed to have been created,  contracted or incurred in reliance
upon this Agreement,  and all dealings  between the Pledgors and the Agent shall
likewise be  conclusively  presumed to have been had or  consummated in reliance
upon this Agreement. The Pledgors waive diligence,  presentment, protest, demand
for payment and notice of default or  nonpayment  to or upon the  Pledgors  with
respect to the Obligations.

          SECTION   17.   ADDRESSES   FOR   NOTICES.   All   notices  and  other
communications provided for hereunder shall be in writing, and shall be given to
the respective  addresses and in the manner and with the effect  provided for in
the Reimbursement Agreement.

          SECTION 18. CONTINUING SECURITY INTEREST.  This Agreement shall create
a continuing security interest in the Pledged Collateral and, except as provided
in Section 4 hereof, shall (i) remain in full force and effect until payment and
performance  in  full  of all of the  Obligations,  (ii)  be  binding  upon  the
Pledgors,  their  successors and assigns,  and (iii) inure to the benefit of the
Agent  and  its  successors,  transferees  and  assigns.  Without  limiting  the
generality of the foregoing  clause (iii),  the Agent,  after written  notice to
Pledgors,  may assign or otherwise  transfer its rights under the  Reimbursement
Agreement and this  Agreement to any other  Person,  and such other Person shall
thereupon  become vested with all the benefits in respect thereof granted to the
Agent  herein or  otherwise.  Upon the  payment and  performance  in full of the
Obligations,  the Pledgors  shall be entitled to the return,  upon their request
and at their expense,  of such of the Pledged  Collateral as shall not have been
sold or otherwise applied pursuant to the terms hereof.

          SECTION 19.  SEVERABILITY.  Any  provision of this  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

          SECTION 20. GOVERNING LAW; TERMS.  This Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Rhode Island. Unless otherwise defined herein or in the Reimbursement Agreement,
terms defined in Article 9 of the Uniform Commercial Code in effect from time to
time in the State of Rhode Island are used herein as therein defined.

          SECTION 21. EXECUTION IN COUNTERPARTS.  This Agreement may be executed
in  separate  counterparts,  all of which  taken  together  shall be  deemed  to
constitute one and the same instrument.

          SECTION 22. PLEDGEE AS AGENT. Pledgors acknowledge that Agent has been
requested to act hereunder as agent for any financial  institutions which are or
become Banks pursuant to the terms of the Credit  Agreement,  and that Agent, to
the  extent  it may so act  hereunder,  shall  exercise  all of the  rights  and
remedies  hereunder  on behalf  of,  and as agent for the  benefit  of, any such
Banks, and each of them. The rights,  powers,  and obligations of Agent are more
particularly  described  in the Credit  Agreement  and are  hereby  incorporated
herein by reference and made a part hereof as if fully set forth herein.



                         [SIGNATURES ON FOLLOWING PAGE]



<PAGE>


          IN WITNESS WHEREOF, the Pledgors have caused this Agreement to be duly
executed and delivered, as of the date and year first above written.


                                   BACOU USA, INC.



                                    By:/s/ Philip B. Barr
                                       -----------------------------------------
                                           Philip B. Barr
                                           President and Chief Executive Officer


                                     SCHAS INDUSTRIES, LLC



                                    By:/s/ Philip B. Barr
                                       -----------------------------------------
                                           Philip B. Barr
                                           President and Chief Executive Officer


Agreed as of the date first above written:

FLEET NATIONAL BANK, as Agent



By:/s/ Gary A. Pirri
   --------------------
       Gary A. Pirri
       Senior Vice President

<PAGE>

                                                                     EXHIBIT 4.3



                             REIMBURSEMENT AGREEMENT




                                  by and among




                                BACOU USA, INC.,
                              SCHAS INDUSTRIES, LLC

                                       and


                          FLEET NATIONAL BANK, as Agent




                            Dated as of March 1, 2000










<PAGE>





                             REIMBURSEMENT AGREEMENT

          THIS REIMBURSEMENT  AGREEMENT (this "Agreement") is made as of the 1st
day of March,  2000, by and among BACOU USA, INC., a Delaware  corporation  (the
"Bacou"), SCHAS INDUSTRIES,  LLC, a Delaware limited liability company ("Schas";
together with Bacou,  hereinafter  individually  referred to as  "Borrower"  and
collectively  referred to as  "Borrowers")  and FLEET  NATIONAL BANK, a national
banking  association  organized and existing under the laws of the United States
of America,  having an office at 75 State  Street in Boston,  Massachusetts,  as
agent (the "Agent") for the benefit of the financial  institutions  which are or
which become Banks under,  and as described in, the Credit Agreement dated as of
August 24, 1999 by and among  Bacou,  Uvex  Safety  Manufacturing,  Inc.,  Fleet
National Bank, f/k/a BankBoston,  N.A.,  Keybank National  Association and Agent
(the "Credit Agreement"), in the following circumstances:

          A. Schas has  requested a  modification  to financing  with The Wilkes
County  Industrial  Facilities and Pollution  Control  Financing  Authority (the
"Issuer") for the purpose of amending and  supplementing the Bonds and Indenture
Documents,  as hereinafter  defined,  relating to the  acquisition,  renovation,
construction  and equipping of Schas'  manufacturing  facility in Wilkes County,
North Carolina (the "Project").

          B. The Issuer has reissued  its 1997  Industrial  Development  Revenue
Bonds,  Series A (Schas  Industries,  LLC  Project) in the  aggregate  amount of
$5,590,000 (the "Bonds")  pursuant to a Master Indenture dated as of December 1,
1997 by and  between  the  Issuer  and The Bank of New  York,  as  trustee  (the
"Trustee"),  as amended by the First  Supplement to Master Indenture dated as of
March 1, 2000 by and between the Issuer and the Trustee (as amended, the "Master
Indenture"), and a Series Supplemental Indenture dated as of December 1, 1997 by
and between the Issuer and the Trustee,  as amended by the First  Supplement  to
Series  Supplemental  Indenture  dated as of March 1,  2000 by and  between  the
Issuer and the Trustee (as amended,  the "Series Supplemental  Indenture").  The
proceeds of the Bonds at the time of original issuance were loaned by the Issuer
to Schas pursuant to a Loan Agreement  dated as of December 1, 1997 (the "Series
Loan  Agreement";  together with the Master  Indenture  and Series  Supplemental
Indenture,  hereinafter  collectively referred to as the "Indenture Documents"),
under the terms of which Schas agreed to make payments to the Trustee sufficient
to pay the  principal  of and  interest  on the Bonds as the same become due and
payable and to pay certain administrative expenses in connection with the Bonds.

          C. In order to secure the payment of the principal of and the interest
on and the purchase  price of the Bonds,  the Borrowers have requested the Agent
to issue its direct pay Letter of Credit (as defined in Section  2.01 hereof) in
favor of the  Trustee  for the  benefit of the owners of the Bonds as more fully
described herein.

          D. In order to  induce  the Agent to issue  its  Letter of Credit  and
thereby provide security for the Bonds, the Agent and the Borrowers are entering
into  a  Pledge  Agreement  dated  of  even  date  herewith  (the  "Bond  Pledge
Agreement").

          NOW, THEREFORE, the Borrowers and the Agent agree as follows:

                             ARTICLE I. DEFINITIONS

          SECTION 1.01. DEFINITIONS. Terms defined in the introductory paragraph
and the recitals to this  Agreement  have the  respective  meanings  assigned to
those terms in such paragraph and recitals.  The following  additional terms are
used in this  Agreement  with the  following  respective  meanings,  unless  the
context require otherwise:

          "A-Drawing" shall have the meaning given to such term in the Letter of
Credit.

          "B-Drawing" shall have the meaning given to such term in the Letter of
Credit.

          "C-Drawing" shall have the meaning given to such term in the Letter of
Credit.

          "Additional  Termination  Date" shall mean such other termination date
following the Original  Termination Date, as hereinafter  defined, of the Letter
of Credit, as provided in Section 2.10.

          "Anniversary Date" shall have the meaning give to such term in Section
2.10 hereof.

          "Authorized  Borrower  Representative"  shall mean the  individual  or
individuals   designated  by  the  Borrowers  for  this  purpose  by  a  written
certificate furnished by the Borrowers.

          "Business Day" means a day (a) that is not a Saturday, Sunday or legal
holiday, (b) that is a day on which banking institutions in all of the cities in
which the principal  corporate  trust office of the Trustee and, if  applicable,
the principal  offices of the Remarketing  Agent and the Agent (and, in the case
of the  Agent,  the  office of the Agent  specified  in the Letter of Credit for
draws thereunder) are located are not required or authorized  pursuant to law to
remain closed, and (c) that is a day on which the New York Stock Exchange is not
closed.

          "Code" shall mean the United States Internal  Revenue Code of 1986, as
amended  from  time  to  time,   together  with   corresponding  and  applicable
regulations  and revenue  rulings  issued with  respect  thereto by the Treasury
Department or the Internal Revenue Service of the United States.

          "Controlled  Group"  shall mean all members of a  controlled  group of
corporations and all trades or businesses  (whether or not  incorporated)  under
common  control which are treated as a single  employer  under Section 414(b) or
414(c) of the Code.

          "Date of  Issuance"  shall mean the date on which the Letter of Credit
is issued.

          "Debt"  shall  mean all items  which (a)  constitute  "debt" or "Debt"
under Section  101(11) of the United States  Bankruptcy Code or under the United
States Uniform  Fraudulent  Conveyance Act, the United States Uniform Fraudulent
Transfer  Act or any  analogous  applicable  law,  and  (b) in  accordance  with
Generally Accepted Accounting Principles consistently applied, would be included
in  determining  total  liabilities  as shown on the liability side of a balance
sheet as of the date Debt is to be determined and, in any event,  shall include,
without limitation, any liability,  whether or not any such liability shall have
been assumed,  (i) on account of deposits,  advances or progress  payments under
contract, or any indebtedness or liability evidenced by notes, bonds, debentures
or similar  obligations  (including,  without  limitation,  any purchase  option
obligations,  conditional  sales  or  similar  title  retention  agreements)  or
indebtedness for borrowed money, (ii) secured by any mortgage,  pledge,  lien or
security  interest on or in property owned or acquired,  and (iii) under a lease
which, in accordance with Generally Accepted Accounting Principles  consistently
applied,  should be capitalized,  and guaranties,  endorsements  (other than for
collection in the ordinary course of business) and other contingent  obligations
in respect of the obligations of others.

          "Demand  Loans"  shall  have the  meaning  set forth in  Section  4.03
hereof.

          "Drawing  Date"  shall  mean each  date on which  the  Agent  honors a
drawing under the Letter of Credit.

          "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as the same may be amended.

          "Event of Default"  shall mean any of the events  specified in Article
VIII hereof, provided that any requirement for the giving of notice or the lapse
of time or both or the happening of any other condition has been satisfied.

          "Expiration  Date"  shall mean the  Original  Termination  Date or any
Additional Termination Date of the Letter of Credit, as applicable.

          "Generally Accepted Accounting  Principles" or "GAAP" shall mean those
generally accepted  accounting  principles and practices which are recognized as
such by the American  Institute of Certified Public  Accountants  acting through
its Accounting Principles Board or by the Financial Accounting Standard Board or
through  other   appropriate   boards  or  committees   thereof  and  which  are
consistently applied so as to properly reflect the financial condition,  and the
results of operations and changes in financial position,  of the Borrowers,  and
their  wholly  owned  subsidiaries  (if  any),  except  that any  change  in any
accounting principle or practice approved by the particular entity's independent
certified public accountants, disclosed in its financial statements and required
or  permitted  to be  made  by the  Accounting  Principles  Board  or  Financial
Accounting  Standard  Board (or other  appropriate  board or  committee  of said
Boards) in order to continue as a generally  accepted  accounting  principle  or
practice or consistent with existing  generally accepted  accounting  principles
may be so made. Any dispute or  disagreement  between the Borrowers,  any wholly
owned  subsidiary,  and the Agent  relating to the  determination  of  Generally
Accepted  Accounting  Principles  shall,  in the absence of  manifest  error and
provided the accounting  firm is a firm of national  standing,  be  conclusively
resolved for all purposes hereof by the written  statement with respect thereto,
delivered to the Agent, of the independent  accountant selected by the Borrowers
and any wholly owned  subsidiary and reasonably  acceptable to the Agent for the
purpose of auditing the periodic  financial  statements of the Borrowers and any
wholly owned subsidiary.

          "Governmental  Person" shall mean the  government of the United States
or the government of any state or locality therein, any political subdivision or
any   governmental,   quasi   governmental,   judicial,   public  or   statutory
instrumentality,   authority,  body  or  entity,  or  other  regulatory  bureau,
authority,  body or entity  of the  United  States  or of any state or  locality
therein, including the Federal Deposit Insurance Corporation, the Comptroller of
the  Currency or the Board of  Governors  of the  Federal  Reserve  System,  any
central bank or any comparable authority.

          "Interest  Component" shall have the meaning given to such term in the
Letter of Credit.

          "Letter of Credit"  shall have the meaning  set forth in Section  2.01
hereof.

          "Letter of Credit Event" shall mean the Original  Termination  Date or
any Additional  Termination Date, where applicable,  provided that the Borrowers
have not obtained an alternate letter of credit replacing the Letter of Credit.

          "Letter of Credit  Payment"  shall mean any  payment to the Trustee by
the Agent with respect to a drawing by the Trustee under the Letter of Credit.

          "Lien" shall mean any  mortgage,  pledge,  hypothecation,  assignment,
security  interest,  lien,  charge,  preference,   priority  or  other  security
agreement  or  preferential   arrangement  of  any  kind  or  nature  whatsoever
(including,  without  limitation,  any conditional sale or other title retention
agreement,  any financing lease having substantially the same economic effect as
any of the  foregoing,  and the filing of, or agreement to give,  any  financing
statements  under  the  Uniform   Commercial  Code  or  comparable  law  of  any
jurisdiction).

          "Material  Adverse Effect" shall mean a material adverse effect on the
business,  property, assets, financial condition or results of operations of any
Borrower or any Subsidiary of any Borrower.

          "Original Termination Date" shall mean March 14, 2001.

          "Paying  Agent" shall mean the Trustee and its  successors and assigns
as  Paying  Agent  for the  Bonds,  from  time to time,  as such  succession  or
assignment may be made under the Indenture Documents.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

          "Person"  shall  mean an  individual,  a  partnership,  a  corporation
(including a business trust), a joint stock company,  a trust, an unincorporated
association,  a joint  venture or other entity or a government  or any agency or
political subdivision thereof.

          "Plan" shall mean at any time an employee  pension  benefit plan which
is  covered by Title IV of ERISA or subject  to the  minimum  funding  standards
under  Section 412 of the Code and is either (i)  maintained  by a member of the
Controlled  Group  for  employees  of a member of the  Controlled  Group or (ii)
maintained  pursuant  to  a  collective   bargaining   agreement  or  any  other
arrangement under which more than one employer makes  contributions and to which
a member of the Controlled  Group is then making or accruing  obligation to make
contributions or has within the preceding five plan years made contributions.

          "Prime Rate" Prime Rate means the interest rate per annum from time to
time announced and made effective by Agent, or any successor in interest, as its
base rate (or, as the case may be, the base,  reference  or other  similar  rate
then designated by Agent for general commercial lending reference purposes),  it
being  understood  that such rate is a reference  rate, and not  necessarily the
lowest rate of interest  charged to any  customer.  Any change in the Prime Rate
shall  become  effective on the date on which  Agent's  change in the Prime Rate
becomes effective.

          "Principal Component" shall have the meaning given to such term in the
Letter of Credit.

          "Related Documents" shall mean the Indenture Documents, the Bonds, the
Bond Pledge Agreement,  the Loan Agreement dated December 1, 1997 by and between
Schas Circular  Industries,  Inc. and the Issuer,  and all documents executed in
connection  therewith,  each as amended,  modified or supplemented  from time to
time.

          "Reportable  Event"  shall mean any of the events set forth in Section
4043(b) of ERISA.

          "S.E.C."  shall  mean  the  United  States   Securities  and  Exchange
Commission.

          "Stated  Amount"  shall  mean  Five  Million  Six  Hundred  Eighty-One
Thousand and Nine Hundred Dollars ($5,681,900), as from time to time reduced and
reinstated as provided in the Letter of Credit.

          "Subsidiary"  of a Person  shall mean a  corporation  with  respect to
which  more than 50% of the  outstanding  shares of stock of each  class  having
ordinary  voting power (other than stock having such power only by reason of the
happening  of a  contingency)  is at the time owned by such  Person or by one or
more  Subsidiaries of such Person or by such Person and one or more Subsidiaries
of such Person.

          "Wholly-Owned  Subsidiary"  means any  Subsidiary all of the shares of
capital,  stock  or  other  ownership  interests  of  which  (except  director's
qualifying  shares)  are at the time  directly  or  indirectly  owned by  Bacou.

          SECTION 1.02.  ACCOUNTING  TERMS.  Unless otherwise  specified in this
Agreement, all accounting terms used in this Agreement shall be interpreted, and
all accounting determinations under this Agreement or in any certificate, report
or other  documents made or delivered  pursuant to this Agreement shall be made,
and all financial statements required to be delivered under this Agreement shall
be prepared in accordance with GAAP as in effect from time to time.

          SECTION 1.03. OTHER DEFINITIONAL PROVISIONS.

          (a) All  terms  defined  in this  Agreement  shall  have  the  defined
meanings when used in the Bonds, any certificate,  report or other document made
or  delivered  pursuant to this  Agreement  unless the context  shall  otherwise
require.

          (b) The words "hereof",  "herein" and "hereunder" and words of similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.

          (c) Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Indenture Documents.

                        ARTICLE II. THE LETTER OF CREDIT

          SECTION 2.01. LETTER OF CREDIT.  At the request of the Borrowers,  the
Agent shall,  subject to the terms and  conditions  hereof,  issue its letter of
credit  substantially in the form of Exhibit "A" attached hereto (the "Letter of
Credit")  in the Stated  Amount for the  account of Schas and shall  deliver the
Letter of Credit  to the  Trustee.  The  Letter  of Credit  shall  expire on the
Original  Termination  Date,  subject to earlier  termination as provided in the
Letter of Credit  and/or  subject to extension in  accordance  with Section 2.10
hereof,  as the case may be.  The Agent  shall  make  payments  on the Letter of
Credit from the Agent's own funds.

          SECTION  2.02.  REDUCTION OF STATED  AMOUNT;  REINSTATEMENT  OF STATED
AMOUNT  FOR  INTEREST  ON THE  BONDS.  The Stated  Amount  shall be reduced  and
reinstated  as specified in the Letter of Credit.  The  Principal  Component (as
defined in the Letter of Credit) shall be reduced  immediately  upon the date of
each drawing  under the Letter of Credit  applied to the payment of principal on
the  Bonds or  applied  to  purchase  the Bonds (as  required  by the  Indenture
Documents).  Upon each such reduction in the Principal  Component,  the Interest
Component (as defined in the Letter of Credit) shall be  permanently  reduced to
that amount  sufficient to provide 50 days' interest on the remaining  Principal
Component  (computed at the rate of twelve  percent (12%) per annum on the basis
of the  actual  number of days  elapsed  and on a  365-day  or  366-day  year as
appropriate).

          The Stated  Amount shall be reduced by the amount of any Company Bonds
or Bank Bonds, as defined in the Master Indenture; however, the Letter of Credit
will be  reinstated  and the Stated  Amount  increased to the extent of any such
Company Bonds or Bank Bonds which are later remarketed.  The Stated Amount shall
also be reduced by the amount of any total or partial  redemptions  of any Bonds
tendered for purchase under the Master Indenture;  provided,  that the Letter of
Credit will be reinstated and the Stated Amount increased to the extent that any
such bonds are later remarketed.

          SECTION 2.03. REIMBURSEMENT OF DRAWINGS. The Borrowers hereby agree to
reimburse  the Agent on demand for each Letter of Credit  Payment on the related
Drawing  Date after such draw has been  honored by the Agent under the Letter of
Credit, in accordance with Article IV below.

          SECTION  2.04.   FEES.  For  so  long  as  the  Letter  of  Credit  is
outstanding, the Borrowers hereby agree to pay to the Agent:

          (a) an annual  non-refundable  letter of credit fee in an amount equal
to sixty (60) basis points (.60%) per annum of the Stated Amount, such fee to be
payable  annually  commencing on the Date of Issuance and continuing on the 14th
day of each March thereafter.  The fee shall be calculated based upon the amount
available to be drawn as of the 14th day of each March that the Letter of Credit
is in effect, commencing on the Date of Issuance. Upon termination or expiration
of the Letter of Credit,  any unpaid fees attributable  thereto shall be paid in
full.  There  shall be no  reduction  or  rebate  of the  fee(s)  calculated  as
described  above as a result of a reduction of the amount  available to be drawn
or the termination or expiration of the Letter of Credit.

          (b) a fee upon each Drawing  under the Letter of Credit which shall be
$250.

          (c) a fee in respect of each  amendment  or  transfer of the Letter of
Credit which shall be $75.

          (d) a one-time  fee of $175 upon  issuance  of the Letter of Credit to
reimburse  the Agent for its costs in  underwriting  the  Letter of Credit  loan
facility, which fee shall be earned in full by Agent upon issuance of the Letter
of Credit.

          The annual fee set forth in Section  2.04(a)  above shall be allocated
prorata  among  the  Banks  in  accordance  with  their  respective   Commitment
Percentage for Loans, as defined in the Credit Agreement; all other fees paid by
Borrower  as set forth in this  Section  2.04 shall be  allocated  to and earned
solely by the Agent.

          SECTION 2.05.  OBLIGATIONS ABSOLUTE.  The obligations of the Borrowers
under  this   Agreement   shall  be  joint  and  several,   primary,   absolute,
unconditional  and irrevocable,  and shall be paid and/or performed  strictly in
accordance with the terms of this Agreement notwithstanding:

          (a) any lack of  validity or  enforceability  of this  Agreement,  the
Letter of Credit or the Related Documents;

          (b) any  amendment or waiver of or any consent to or actual  departure
from any  covenant or  agreement  set forth in this  Agreement  or in any of the
Related Documents;

          (c) the existence of any claim, set-off,  defense or other right which
the Borrowers, any entity owned (directly or indirectly) by the Borrowers or any
entity that owns (directly or indirectly) any stock or interest in the Borrowers
may have at any time against the Issuer, the Trustee or any other beneficiary or
any transferee of the Letter of Credit (or any persons or entities for which the
Trustee or any such  beneficiary  or any such  transferee  may be  acting),  the
Agent,  or any other Person,  whether in  connection  with this  Agreement,  the
transactions  contemplated  herein  or in  the  Related  Documents,  or  in  any
unrelated transaction;

          (d) any  certificate or any other document  presented under the Letter
of Credit proving to be forged,  fraudulent,  or  insufficient in any respect or
any statement therein being untrue or inaccurate in any respect;

          (e) any breach of contract or other  dispute  between any Borrower and
any Person;

          (f) any  payment  by the  Agent  under the  Letter  of Credit  against
presentation  of a sight  draft or  certificate  which does not comply  with the
terms of the Letter of Credit;

          (g) any  delay,  extension  of  time,  renewal,  compromise  or  other
indulgence or modification  agreed to by the Agent, with or without notice to or
approval by any Borrower or any of their authorized  representatives  in respect
of any of such Borrower's indebtedness to the Agent under this Agreement;

          (h) any  exchange,  release or  nonperfection  of any lien or security
interest in any  collateral  pledged or otherwise  provided to secure any of the
obligations contemplated herein or in any of the other Related Documents; or

          (i) any other  circumstances or happening  whatsoever,  whether or not
similar to any of the foregoing.

          SECTION 2.06. THE UNIFORM CUSTOMS AND PRACTICE; MODIFICATION, CONSENT,
ETC.

          (a) The Uniform  Customs and Practice for  Documentary  Credits  (1993
Revision),  International  Chamber of Commerce Publication No. 500 (the "Uniform
Customs and  Practice"),  shall be binding on the  Borrowers  and the Agent with
respect to the Letter of Credit  except as  otherwise  provided in the Letter of
Credit  and except to the extent  otherwise  from time to time  agreed to by the
Agent and the Borrowers in writing.  The Borrowers  assume all risks of the acts
or  omissions  of the  beneficiary  of the Letter of Credit with  respect to the
Letter of Credit. In furtherance of, and not in limitation of the Agent's rights
and powers  under the  Uniform  Customs and  Practice,  but subject to all other
provisions  of this Section  2.06,  it is  understood  and agreed that the Agent
shall  not  have  any  liability   for  and  that  the   Borrowers   assume  all
responsibility  for:  (i) the  genuineness  of any  signature;  (ii)  the  form,
sufficiency, accuracy, genuineness,  falsification or legal effect of any draft,
certification  or  other  document  required  by the  Letter  of  Credit  or the
authority of the person signing the same; (iii) the failure of any instrument to
bear any reference or adequate  reference to the Letter of Credit or the failure
of any persons to note the amount of any instrument on the reverse of the Letter
of Credit or to surrender  the Letter of Credit;  (iv) the good faith or acts of
any person other than the Agent and its agents and employees; (v) the existence,
form,  sufficiency  or breach of or default  under any  agreement or  instrument
(other  than the Letter of Credit) of any nature  whatsoever;  (vi) any delay in
giving or failure to give any notice,  demand or  protest;  and (vii) any error,
omission, delay in or nondelivery of any notice or other communication,  however
sent. The determination as to whether the required documents are presented prior
to the  expiration of the Letter of Credit and whether such other  documents are
in proper and sufficient  form for compliance with the Letter of Credit shall be
made by the Agent in its sole  discretion,  which  determination  shall be prima
facie  evidence  of  compliance.  It is  agreed  that the Agent  may  honor,  as
complying  with the  terms of the  Letter  of  Credit  and this  Agreement,  any
documents  which  appear on their  face to be in  accordance  with the terms and
conditions  of the  Letter of Credit,  and  signed or issued by the  beneficiary
thereof.  Any action,  inaction or omission on the part of the Agent under or in
connection with the Letter of Credit or related instruments or documents,  if in
good  faith and in  conformity  with such laws,  regulations,  usage of trade or
commercial or banking  customs as may be  applicable,  shall be binding upon the
Borrowers,  shall not place the Agent under any liability to the Borrowers,  and
shall not affect,  impair or prevent the vesting of any of the Agent's rights or
powers hereunder or any Borrower's obligation to make full reimbursement.

          (b) If any Borrower,  either in writing or orally (confirmed by either
party in writing),  requests or consents to any modification or extension of the
Letter of Credit or waives failure of any draft,  certificate or other documents
to comply  with the terms of the Letter of Credit,  the Agent shall be deemed to
have relied and be entitled to rely on such  requests,  consents or waivers with
respect  to any  action  taken or  omitted  by the  Agent  pursuant  to any such
request, consent or waiver, and such extension,  modification or waiver shall be
binding upon the Borrowers.

          SECTION 2.07. SECURITY. As security for the payment of all obligations
of the Borrowers to the Agent under this  Agreement  and the Related  Documents,
the Borrowers will pledge to the Agent, and grant the Agent a security  interest
in,  pursuant to the Bond Pledge  Agreement,  any  Borrower's  right,  title and
interest in and to the Bank Bonds or Company Bonds held by the Trustee  pursuant
to Section 5.09 of the Master Indenture.

          SECTION  2.08.   RELEASE  OF  PLEDGED   BONDS.   Upon  the  Borrowers'
reimbursement  to the Agent of all  amounts  drawn under the Letter of Credit in
accordance  with  Section  2.03  hereof,  then so long as no  Event  of  Default
hereunder or under any Related  Document  exists,  the Agent shall  instruct the
Trustee to release to the Borrowers or to the Remarketing  Agent from the pledge
and security interest created by the Bond Pledge Agreement a principal amount of
Pledged Bonds equal to the amount of such prepayment. No release by the Agent of
Pledged  Bonds shall be  construed as  releasing  any  Borrower  from any of its
obligations hereunder, including, without limitation, such Borrower's obligation
to pay  interest to the Agent at the rate  provided  herein on the amount of any
draw under the Letter of Credit for the purchase price of such Pledged Bonds and
such  Borrower's  obligation to pay the  unreimbursed  principal  portion of any
A-Drawing.

          SECTION 2.09. REINSTATEMENT OF LETTER OF CREDIT.

          (a) After any A-Drawing,  the Principal  Component shall be reinstated
upon  delivery  of a  certificate  in the form of  Exhibit  A-5 to the Letter of
Credit.

          (b) With respect to a C-Drawing made in respect of interest payable on
an Interest Payment Date, as defined in the Indenture Documents,  as a scheduled
periodic  payment of interest on the Bonds or as a portion of the purchase price
of Bonds being  purchased with the proceeds of an A-Drawing  pursuant to Section
2.09of the Master  Indenture,  if the Trustee has not received,  within ten (10)
calendar days after any payment in respect of a C-Drawing, notice from the Agent
to the effect that (i) an Event of Default hereunder has occurred,  and (ii) the
Letter  of  Credit  will  not be  reinstated  as of the date  thereof,  then the
Interest Component will automatically be reinstated, as of the close of business
on such  tenth  calendar  day,  to an  amount  which  shall be equal to 50 days'
accrued interest  (computed at the rate of twelve percent (12%) per annum on the
basis of a 365 or 366 day year, as appropriate,  notwithstanding the actual rate
of  interest  borne  from  time to time by the  Bonds)  on the  then  applicable
Principal  Component.  The Interest  Component  will not be  reinstated  for any
C-Drawing made to pay interest except as specified in the preceding sentence.

          SECTION 2.10.  AUTOMATIC EXTENSION OF THE LETTER OF CREDIT TERMINATION
DATE. On the first  Anniversary Date and on each successive  annual  Anniversary
Date thereafter,  the term of the Letter of Credit and the Original  Termination
Date shall be automatically  extended to the next Anniversary  Date,  unless the
Agent  provides  written notice to the Borrowers at least ninety (90) days prior
to the Original Termination Date or Additional Termination Date, as the case may
be, of the Agent's  determination (such determination to be made in Agent's sole
and absolute  discretion) not to renew the Letter of Credit, in which event, the
Letter of Credit shall terminate on the Original  Termination Date or Additional
Termination  Date, as the case may be, specified in such notice. As used herein,
the term  "Anniversary  Date"  shall  mean the  annual  anniversary  date of the
original Date of Issuance of the Letter of Credit.

          SECTION  2.11.  SUBSTITUTION  OF LETTER OF CREDIT BANK.  The Borrowers
may, upon no less than  forty-five (45) days' prior written notice to the Agent,
terminate the Letter of Credit and substitute  another  banking  institution for
the Agent.  Upon the  expiration  of the notice period  provided for above,  the
Borrowers  shall  cause the  Letter of Credit to be  delivered  to the Agent for
cancellation.  Upon termination of the Letter of Credit under this Section 2.11,
the Borrowers  shall  forthwith pay or reimburse the Agent for (a) the principal
of and any accrued and unpaid interest on any  outstanding  Demand Loans and (b)
any of the expenses  referred to in Section 9.06 hereof  incurred  prior to such
termination  and any other amounts due under this Agreement and  theretofore not
paid or reimbursed to the Agent.

                       ARTICLE III. CONDITIONS PRECEDENT

          SECTION 3.01.  INITIAL  CONDITIONS  PRECEDENT.  The obligations of the
Agent to issue the Letter of Credit  are  subject  to the  following  conditions
precedent having been satisfied on or before the Date of Issuance.

          (a) The Agent  shall have  received  on or before the Date of Issuance
the following in form and substance reasonably satisfactory to the Agent:

               (1) copies of the  resolutions  of the Board of Directors of each
Borrower or its Executive  Committee  authorizing  the  execution,  delivery and
performance  of this  Agreement,  and all  other  documents  to be  executed  by
Borrowers on the Date of Issuance,  certified by the Secretary of such Borrower,
dated the Date of Issuance,  which certificate shall state that such resolutions
are in full force and effect on the Date of Issuance;

               (2) certificates, dated the Date of Issuance, certifying the name
and true signatures of the  representatives of the Borrowers  authorized to sign
this  Agreement  and  the  other  documents  to be  delivered  by the  Borrowers
hereunder;

               (3) favorable  opinions of the Borrowers'  counsel (which counsel
shall be  satisfactory  to the Agent)  dated the Date of  Issuance,  in form and
substance  satisfactory  to the Agent in its sole discretion and to its counsel,
concerning  issues  involving  the  organization  of the  Borrowers,  plus,  the
enforceability  and  binding  aspects of this  Agreement  and all other  closing
documents,  and with respect to such other  matters as the Agent and its counsel
shall reasonably request;

               (4) an executed copy of each of the Related Documents;

               (5) this Agreement duly executed and delivered;

               (6) a legal opinion of counsel to the Issuer (which counsel shall
be  satisfactory  to the Agent) to the effect that the issuance of the Letter of
Credit will not  adversely  affect the  exclusion of interest on such Bonds from
gross  income  for  federal  and North  Carolina  income tax  purposes  and that
payments of  principal  or the  Purchase  Price of and the interest on the Bonds
from the  proceeds  of the Letter of Credit  will not  constitute  an  avoidable
preference  under the Federal  Bankruptcy  Code if an Act of Bankruptcy  occurs,
which opinion shall be satisfactory to the Agent in its sole discretion;

               (7)  a  legal  opinion  of  counsel  to  the  Issuer  as  to  due
authorization,  execution  and  delivery of all  documents to be executed by the
Issuer,  and that all of the above are legal,  valid,  binding  and  enforceable
against  the Issuer,  limited  only by usual  special  obligation  language  and
customary  exceptions,  which opinion shall be  satisfactory to the Agent in its
sole discretion;

               (8) certified copies of each Borrower's Articles of Incorporation
and  by-laws,  good  standing  certificates  for such  Borrower,  and all  other
documents, including incumbency certificates and no default certificates;

               (9) evidence  satisfactory  to the Agent that each Borrower is in
compliance in all material respects with all applicable  foreign,  U.S. federal,
state and local laws and  regulations,  including all  applicable  environmental
laws and regulations;

               (10)  such  other  legal  opinions,   agreements,   documents  or
information as the Agent may reasonably request.

          (b) The following statements shall be true and correct in all material
respects on the Date of Issuance and the Agent shall have received a certificate
signed by a duly authorized representative of each Borrower, each dated the Date
of Issuance stating that:

               (1) the  representations  and  warranties  contained in Article V
hereof are correct in all material respects on and as of the Date of Issuance as
though made on and as of such date;

               (2) no Event of Default has occurred and is continuing,  or would
result from the  issuance of the Letter of Credit and no event has  occurred and
is continuing which would constitute an Event of Default but for the requirement
that notice be given or that time elapse or both;

               (3) no material  adverse  change has  occurred  in the  business,
prospects,  results of operations or condition,  financial or otherwise,  of the
Borrowers since the date of the most recent  financial  statements  delivered to
Agent by Borrowers,  except as otherwise described to the Agent in writing prior
to the Date of Issuance;

               (4) the  issuance  of the  Letter of Credit or the  making of any
Demand Loan, shall not render any Borrower insolvent;

               (5) to the best of  Borrowers'  knowledge,  the  issuance  of the
Bonds is and shall be in compliance with all applicable securities law;

               (6)  the  most  recent  financial  statements  submitted  by  any
Borrower  accurately and fairly reflect and present its financial  condition and
performance in all material respects.

          (c) On or before the Date of  Issuance,  the Related  Documents  shall
have been  authorized,  executed and delivered by the parties to such documents,
and such documents shall be in full force and effect.

          (d) The Agent shall have received originals (or copies certified to be
true copies by an appropriate representative of the Borrowers or, in the case of
the Issuer,  by the  Secretary or an  Assistant  Secretary of the Issuer) of all
governmental and regulatory  approvals  necessary for the Borrowers with respect
to this Agreement and the transactions contemplated hereby.

          (e) The Agent shall have received a letter  satisfactory  to the Agent
addressed  to the Agent  from  counsel  to the Issuer  (which  counsel  shall be
satisfactory  to the  Agent)  allowing  the  Agent  to rely  on  such  counsel's
favorable  written opinions  described in Subsections  (a)(6) and (a)(7) of this
Section 3.01.

          (f) The Agent shall have received a letter  satisfactory  to the Agent
addressed to the Agent from the Trustee's  counsel,  if any (which counsel shall
be  satisfactory  to the Agent),  allowing  the Agent to rely on such  counsel's
favorable written opinion.

          (g) The Agent shall have received such other and further  documents or
information as the Agent may reasonably request.

          SECTION 3.02.  REPRESENTATIONS AT THE TIME OF EACH DEMAND LOAN. In the
event that any  representation or warranty  contained in Article V hereof is not
true and correct in all  material  respects on the date any Demand Loan is made,
then the Borrowers shall be deemed to be in default hereunder.

          SECTION 3.03. OTHER REQUIREMENTS. On or before the Date of Issuance:

          (a) no  legislation,  rule,  order or decree shall,  in the opinion of
counsel  for the Agent,  purport to prohibit  or  restrain  the  issuance of the
Letter of Credit.

          (b) The Borrowers'  representations  and warranties  contained  herein
shall be correct and complete in all material  respects and the Borrowers  shall
be in  compliance in all material  respects  with all  covenants and  agreements
contained herein and applicable to the Borrowers;

          (c) no material  adverse  change shall have  occurred in the financial
condition,  business,  affairs,  operations or control of any Borrower since the
date of its financial statements most recently delivered to Agent;

          (d) the Bond  Pledge  Agreement  and the  UCC-1  financing  statements
(collectively, the "Security Documents") shall create a valid and perfected Lien
on the  property  described  therein,  and each of the  Security  Documents  and
related UCC filings shall have been duly recorded and filed to the  satisfaction
of Agent and its counsel;

          (e) The  Borrowers  shall have secured and delivered (i) all documents
to be  executed  by the  Borrowers  duly  executed  and in  form  and  substance
satisfactory to Agent, and (ii) all consents, waivers, acknowledgments and other
agreements  from third  persons  which Agent may deem  necessary or desirable in
order to effectuate the transaction.

                  ARTICLE IV. DRAWINGS AND PAYMENT PROVISIONS

          SECTION  4.01.  PLACE AND MANNER OF  PAYMENT.  All  payments  by or on
behalf of the  Borrowers  to the Agent  under  this  Agreement  shall be made in
lawful  currency of the United States and in immediately  available funds on the
date due at the Agent's office, at the address set forth in Section 9.02 hereof.
Any  payment,  notice of which  shall  have been given to the Agent by 2:30 p.m.
(Boston,  Massachusetts  time) on any  Business Day and which is received by the
Agent prior to 5:00 p.m.  (Boston,  Massachusetts  time) shall be deemed to have
been received on such day.

          SECTION  4.02.  PAYMENTS AND  COMPUTATIONS.  Payments  received by the
Agent from the Trustee  pursuant to Section  5.02 or Section  5.03 of the Master
Indenture shall be treated as payments made by the Borrowers  hereunder.  To the
extent the Agent has not received  payments  from the Trustee under Section 5.02
or Section  5.03 of the Master  Indenture  sufficient  to cover a Drawing on the
Letter of Credit,  and in all other instances where  reimbursement  payments are
required hereunder,  the Borrowers shall make each payment hereunder as provided
in Section 4.01. Whenever any payment under this Agreement shall be due on a day
which is not a Business  Day, the date for payment shall be extended to the next
succeeding  Business  Day,  and any interest  payable on such  payment  shall be
payable for such extended time at the applicable rate. Funds received after 5:00
p.m.  (Boston,  Massachusetts  time)  shall  be  deemed  received  on  the  next
succeeding  Business Day. The Borrowers  hereby  authorizes the Agent, if and to
the extent payment is not made when due  hereunder,  to charge from time to time
against  any of  Borrowers'  accounts  with the Agent or with any of the Agent's
affiliates any amount so due. All  computations of interest and letter of credit
fees hereunder shall be made by the Agent on the basis of a year of 365 days and
the actual number of days elapsed.

          SECTION 4.03. TERMS APPLICABLE TO DEMAND LOANS.

          (a) The payment of any Letter of Credit  Payment  shall  constitute  a
loan to and  indebtedness of the Borrowers to the Agent ("Demand Loans") due and
payable on the Drawing Date for such draw.  The Borrowers  agree to reimburse or
pay to the Agent on the Drawing Date for any Letter of Credit Payment (except in
the case of certain  C-Drawings as provided below) a sum equal to (i) the amount
paid by the Agent  under the Letter of Credit,  and (ii) the amount of any fees,
charges or other costs and expenses incurred by the Agent in connection with any
payment  made by the  Agent  under or with  respect  to the  Letter  of  Credit;
provided,  however,  that with  respect  to any  C-Drawing  to pay the  interest
portion of the  purchase  price of Bonds  purchased  under  Section  2.09 of the
Master  Indenture  other  than  on an  Interest  Payment  Date,  payment  by the
Borrowers of the amount so paid under the Letter of Credit may be deferred until
the next  Interest  Payment  Date,  at which time such  amount  shall be due and
payable  together with interest on the amount so paid under the Letter of Credit
from the date of such  payment  until paid in full at the rate set forth in this
Section 4.03.

          (b) The  interest  rate  applicable  to each  Demand  Loan  shall be a
fluctuating  rate,  computed  on the basis of a  365-day  year for  actual  days
elapsed,  equal to the Prime  Rate.  Such  interest  rate shall  apply as of the
making of such Demand Loan, it being  understood  and agreed that interest shall
accrue on all  unreimbursed  amounts from and including the Drawing Date for any
drawing(s)  under the  Letter of Credit to and  including  the date the Agent is
reimbursed in full for such  drawing(s).  Interest  shall be paid monthly on the
first day of the month  following  the making of a Demand  Loan and on the first
day of each month thereafter on the unpaid principal  balance until such time as
the principal balance is repaid in full.

          (c) The  principal  amount of each Demand Loan shall be payable by the
Borrowers immediately on demand.

          (d) Except as  permitted  in clause  (a),  interest  accruing  on each
Demand Loan shall be payable on demand and, prior to demand, on the first day of
each  month,  in arrears  (commencing  with the first such day after the date of
such Demand Loan) and on the Expiration Date.

          SECTION  4.04.  EVIDENCE  OF DEBT.  The books and records of the Agent
shall  be  conclusive  evidence,  absent  manifest  error,  of  all  amounts  of
principal,  interest,  fees and other charges advanced, due, outstanding or paid
pursuant  to this  Agreement.  The Agent  agrees to provide  statements  of such
amounts to the Borrowers and the Trustee upon any  Borrower's  written  request;
provided, however, that, in the event of any conflict between such statement and
the Agent's books and records, the latter shall be controlling in the absence of
manifest error.

          SECTION 4.05. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES

          (a) If after the date of this  Agreement,  any change in  condition or
applicable law,  regulation or  interpretation  thereof  (including any request,
guideline  or  policy  not  having  the  force  of law  and  including,  without
limitation,  Regulation  D of the  Board of  Governors  of the  Federal  Reserve
System) by any  authority  charged  with the  administration  or  interpretation
thereof shall occur which shall:

               (1) subject the Agent or the Banks  (which  shall for the purpose
of this Section  include any assignee of the Agent or the Banks) to any tax with
respect to the Letter of Credit (other than any tax on the overall net income of
the Agent or such Banks); or

               (2) change the basis of taxation of (A)  payments to the Agent to
reimburse drawings  hereunder,  (B) the Letter of Credit  commitment,  (C) other
fees and amounts  payable  hereunder,  or (D) any  combination  of the foregoing
(other than any tax on the overall net income of the Agent or the Banks); or

               (3)  impose,  modify or deem  applicable  any  reserve or deposit
requirements against any assets held by, deposits with or for the account of, or
letters of credit issued by, or loans or commitments by, an office of the Agent;
or

               (4) impose upon the Agent or the Banks any other  condition  with
respect  to the  Letter of Credit  commitment,  the  Letter of  Credit,  or this
Agreement;  and the  result of any of the  foregoing  shall be to  increase  the
actual cost to the Agent or the Banks of making any payment or  maintaining  the
Letter of Credit or to reduce the amount of any payment  (whether of  principal,
interest or  otherwise)  receivable by the Agent or to require the Agent to make
any payment,  in respect of the Letter of Credit,  by or in any amount which the
Agent shall  reasonably  deem  material,  then the  Borrowers  shall  either (A)
terminate the Letter of Credit and substitute  another  banking  institution for
the Agent,  in which event the Borrowers  shall cause the Letter of Credit to be
delivered to the Agent for cancellation;  or (B) pay to the Agent, in accordance
with paragraph (c) below, such an amount or amounts as will compensate the Agent
and the Banks for such additional cost, reduction or payment.

          (b) If  after  the  date of  this  Agreement,  the  Agent  shall  have
determined that the adoption of any applicable law, rule or regulation regarding
capital adequacy,  or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by the  Agent or the Banks  with any  request  or  directive  regarding  capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable  agency, has or would have the effect of reducing the rate of
return on the Agent's or the Banks' capital as a consequence of its  obligations
hereunder to a level below that which the Agent or the Banks could have achieved
but for such  adoption,  change or  compliance  (taking into  consideration  the
Agent's or the Banks'  policies  with respect to capital  adequacy) by an amount
which the Agent reasonably deems to be material, then the Borrowers shall either
(A) terminate the Letter of Credit and substitute  another  banking  institution
for the Agent,  in which event the Borrowers shall cause the Letter of Credit to
be  delivered  to the  Agent  for  cancellation  as set  forth in the  Indenture
Documents; or (B) pay to the Agent, in accordance with paragraph (c) below, such
additional amount or amounts as will compensate the Agent and the Banks for such
reduction.

          (c)  Whenever  under this  Section  either an amount is payable by the
Borrowers  or the  Borrowers  have the  option  to  substitute  another  banking
institution  for the Agent,  the Borrowers  shall pay the amount  payable to the
Agent or terminate and surrender the Letter of Credit in either event within ten
(10) days of receipt from the Agent of a  certificate  setting forth such amount
or amounts as will compensate the Agent or the Banks, which certificate shall be
conclusive absent manifest error.

          SECTION 4.06. NET PAYMENTS. All payments under this Agreement shall be
made without set-off or counterclaim  and in such amounts as may be necessary in
order that all such payments  (after  deduction or withholding for or on account
of any present or future  taxes,  levies,  imposts,  duties or other  charges of
whatsoever  nature imposed by any government,  any political  subdivision or any
taxing authority, other than any tax on or measured by the overall net income of
the Agent or the Banks  pursuant to the income tax laws of the United  States or
the jurisdiction  where the Agent's  principal office is located  (collectively,
the "Taxes") shall not be less than the amounts  otherwise  specified to be paid
under this Agreement.  A certificate as to any additional amounts payable to the
Agent under this Section 4.06 submitted to the Borrowers by the Agent shall show
in reasonable  detail the amount payable and the calculations  used to determine
in good faith such amount and shall be  presumptively  correct  absent  manifest
error. Any amounts payable by the Borrowers under this Section 4.06 with respect
to past payments shall be due within twenty (20) days  following  receipt by the
Borrowers of such  certificate  from the Agent;  any such  amounts  payable with
respect to future payments shall be due concurrently  with such future payments.
With respect to each  deduction or  withholding  for or on account of any taxes,
the Borrowers shall promptly  furnish to the Agent such  certificates,  receipts
and other documents as may be required (in the reasonable judgment of the Agent)
to  establish  any tax  credit to which the Agent or the Banks may be  entitled.
Without in any way  affecting  any of its rights  under this Section  4.06,  the
Agent  agrees that,  upon its  becoming  aware that any of the present or future
payments due it or the Banks under this Agreement  would be subject to deduction
for Taxes,  it will notify the Borrowers in writing and the Agent further agrees
that it will  use  reasonable  efforts  not  disadvantageous  to it (in its sole
determination) in order to avoid or minimize, as the case may be, the payment by
the Borrowers of any additional amounts for Taxes pursuant to this Section 4.06.

          SECTION 4.07. APPLICATION OF FUNDS. All payments received by the Agent
from or on behalf of the  Borrowers  hereunder  or  pursuant to any of the other
Related  Documents  shall be  applied  by the Agent:  first,  to the  payment of
amounts then due and owing by the Borrowers to the Agent under this Agreement or
any of the Related Documents;  and, second, if following the return to the Agent
of the Letter of Credit for cancellation and the payment to the Agent of any and
all loans, obligations and liabilities owed by the Borrowers to the Agent or the
Banks under this  Agreement or any of the Related  Documents,  there remains any
balance,  such amounts  shall be disbursed by the Agent to the Borrowers or such
other person or persons as shall be legally entitled thereto;  provided, however
that upon any Event of Default,  any payment  received  hereunder or pursuant to
any of the Related  Documents may be applied by the Agent to such obligations of
the Borrowers and in such order (without any duty to marshall), as the Agent may
elect in its sole and absolute discretion.

           ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS

          In order to induce  the Agent to enter into this  Agreement,  to issue
the  Letter of Credit  and to make  Letter of  Credit  Payments  hereunder,  the
Borrowers hereby covenant, represent and warrant to the Agent that:

          SECTION 5.01.  REPRESENTATIONS  AND  WARRANTIES  RESTATED.  All of the
representations  and warranties  set forth in Section 5 of the Credit  Agreement
are hereby  deemed to be restated by Bacou and set forth  herein by reference in
their entirety,  as if such  representations and warranties were actually stated
herein.  Any  amendment  of any such  representation  or warranty  contained  in
Section 5 of the Credit  Agreement,  and any addition of any  representation  or
warranty to the Credit Agreement, whenever made, shall be deemed to be instantly
effective  under this Section 5.01 without any further action or  acknowledgment
of the parties hereto and shall thereupon be a representation and warranty under
this  Article  V of  this  Agreement.  In the  event  the  Credit  Agreement  is
terminated  or is no  longer  in  effect  for any  reason  whatsoever,  then the
representations  and  warranties  incorporated  herein shall  continue in effect
under  this  Article  V as if  fully  set  forth  herein  in  the  form  of  the
representations  and  warranties  as they  existed  in the  moment  prior to the
termination of the Credit  Agreement.  All  references  made in Section 5 of the
Credit  Agreement to "Credit  Documents" and to "Security  Documents" are hereby
deemed,  for purposes of this Article V of this  Agreement,  to be references to
this Agreement and the Related Documents,  respectively;  all references made in
Section 5 of the  Credit  Agreement  to  "Borrower"  and  "Obligors"  are hereby
deemed,  for purposes of this Article V of this  Agreement,  to be references to
Bacou;  and all references made in Section 5 of the Credit  Agreement to "Agent"
and "Banks" are hereby deemed, for purposes of this Article V of this Agreement,
to be references to the Agent. All other  capitalized terms used in Section 5 of
the Credit Agreement that are not expressly defined in this Agreement shall have
the meanings  ascribed to them in the Credit  Agreement,  and such  meanings are
herein incorporated by reference.

          SECTION 5.02.  POWER;  AUTHORIZATION;  ENFORCEABLE  OBLIGATIONS.  Each
Borrower has the power,  authority and legal right to make,  deliver and perform
this  Agreement and to borrow  hereunder  and has taken all necessary  action to
authorize the  borrowings on the terms and  conditions of this  Agreement and to
authorize the  execution,  delivery and  performance  of this  Agreement and the
other  loan  documents  to  which  it is a  party.  No  consent  of  any  Person
(including,  without limitation,  stockholders or creditors of any Borrower) and
no consent,  license, permit, approval or authorization of, exemption by, notice
or report to, or  registration,  filing or declaration  with,  any  governmental
authority is required in connection  with the  borrowings  hereunder or with the
execution, delivery, performance,  validity or enforceability of this Agreement.
This Agreement has been executed and delivered by a duly  authorized  officer of
each  Borrower  and this  Agreement  constitutes  the legal,  valid and  binding
obligation of such Borrower enforceable against such Borrower in accordance with
its  respective  terms,  except as  enforceability  may be limited by applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting the enforcement of creditors rights generally.

          SECTION 5.03. OFFERING OF BONDS. Neither Borrower nor any agent acting
on any  Borrower's  behalf has taken or will take any action which would subject
the  issuance  or  sale  of the  Bonds  to  the  qualification  or  registration
provisions  of Section 5 of the  Securities  Act of 1933,  as amended,  or which
would cause the offer or sale of the Bonds not to be made in compliance with the
provisions of any securities or Blue Sky law of any applicable jurisdiction.

                        ARTICLE VI. AFFIRMATIVE COVENANTS


          So long as the  Letter  of  Credit  is  outstanding  or so long as any
amount is due or owing to the Agent  hereunder,  the Borrowers will,  unless the
Agent shall otherwise consent in writing, comply with the following:

          SECTION 6.01.  TAX  EXEMPTION.  (a) Permit the use of Bond proceeds in
such manner, or take only those actions,  consistent with the maintenance of tax
exemption  for  interest on the Bonds under the Code and (b) file or cause to be
filed with each appropriate  governmental agency any and all statements or other
instruments,  if any, required under Sections 103 or 141 through 150 (inclusive)
of the Code, including the regulations thereunder,  to be filed with such agency
in order that the interest on the Bonds  continues  to be  generally  excludible
from the gross income of the  registered  owners  thereof for Federal income tax
purposes.

          SECTION 6.02. ADDITIONAL COVENANTS. Bacou shall comply in all respects
with  all  covenants  set  forth  in the  Credit  Agreement,  including  without
limitation  in Section 6 of the Credit  Agreement,  whether such  covenants  now
exist or are hereafter added thereto, as such covenants may be amended from time
to time; and all such covenants,  whenever in existence and however amended, are
hereby incorporated herein by reference in their entirety.  Any amendment of any
such  covenant  contained  in the  Credit  Agreement,  and any  addition  of any
covenant  to the Credit  Agreement,  whenever  occurring,  shall be deemed to be
instantly   effective   under  this  Section   without  any  further  action  or
acknowledgment  of the parties  hereto and shall  thereupon be a covenant  under
this  Section  6 of  this  Agreement.  In the  event  the  Credit  Agreement  is
terminated  or is no  longer  in  effect  for any  reason  whatsoever,  then the
covenants  incorporated  herein shall continue in effect under this Section 6 as
if fully  set forth  herein in the form of the  covenant  as it  existed  in the
moment prior to the termination of the Credit Agreement.  All references made in
Section  6 of the  Credit  Agreement  to  "Credit  Documents"  and to  "Security
Documents" are hereby deemed, for purposes of this Article VI of this Agreement,
to be references to this Agreement and the Related Documents,  respectively; all
references  made  in  Section  6 of  the  Credit  Agreement  to  "Borrower"  and
"Obligors" are hereby deemed, for purposes of this Article VI of this Agreement,
to be references to Bacou;  and all  references  made in Section 6 of the Credit
Agreement to "Agent" and "Banks" are hereby deemed, for purposes of this Article
VI of this Agreement, to be references to the Agent. All other capitalized terms
used in Section 6 of the Credit Agreement that are not expressly defined in this
Agreement shall have the meanings ascribed to them in the Credit Agreement,  and
such meanings are herein incorporated by reference.

          SECTION 6.03. COMPLIANCE WITH INDENTURE DOCUMENTS.  Schas shall comply
in all respects with all of its obligations  and agreements  under the Indenture
Documents.

                         ARTICLE VII. NEGATIVE COVENANTS

          The  Borrowers  hereby  covenant and agree that,  so long as the Bonds
remain  in effect or any of the Bonds or the  Demand  Loans  referred  to herein
remain  outstanding and unpaid,  Borrowers will not, nor permit any Subsidiaries
to, unless otherwise consented to in writing by the Agent:

          SECTION  7.01.  AMENDMENT OF DOCUMENTS;  APPOINTMENT  OF SUBSTITUTE OR
SUCCESSOR  TRUSTEE.  Enter into or consent to any  material  waiver or  material
amendment of any provision of the Bonds or any of the Related  Documents without
the Agent's prior written  consent.  The Borrowers will  immediately  notify the
Agent of any waiver or amendment  of the Bonds or any of the Related  Documents,
and of the  identity  of any  Person  appointed  as a  successor  or  substitute
Trustee.  After the date hereof,  no Borrower  will grant a mortgage or permit a
Lien to exist on any real  estate  owned or  leased  by any  Borrower,  with the
exception of Liens  permitted  under Section 7.02 below,  without  obtaining the
prior written consent of the Agent.

          SECTION 7.02. OTHER COVENANTS. Bacou shall comply in all respects with
all covenants set forth in the Credit Agreement, including without limitation in
Section 7 of the  Credit  Agreement,  whether  such  covenants  now exist or are
hereafter added thereto, as such covenants may be amended from time to time; and
all such  covenants,  whenever  in  existence  and however  amended,  are hereby
incorporated  herein by reference in their  entirety.  Any amendment of any such
covenant contained in the Credit Agreement,  and any addition of any covenant to
the  Credit  Agreement,  whenever  occurring,  shall be deemed  to be  instantly
effective under this Section without any further action or acknowledgment of the
parties  hereto and shall  thereupon be a covenant  under this Section 7 of this
Agreement.  In the event the Credit  Agreement is  terminated or is no longer in
effect for any reason whatsoever,  then the covenants  incorporated herein shall
continue in effect under this Section 7 as if fully set forth herein in the form
of the  covenant  as it existed in the moment  prior to the  termination  of the
Credit  Agreement.  All references made in Section 7 of the Credit  Agreement to
"Credit  Documents" and to "Security  Documents" are hereby deemed, for purposes
of this Article VII of this  Agreement,  to be references to this  Agreement and
the Related  Documents,  respectively;  all references  made in Section 7 of the
Credit Agreement to "Borrower" and "Obligors" are hereby deemed, for purposes of
this  Article  VII of  this  Agreement,  to be  references  to  Bacou;  and  all
references made in Section 7 of the Credit  Agreement to "Agent" and "Banks" are
hereby  deemed,  for  purposes  of this  Article  VII of this  Agreement,  to be
references to the Agent and Banks,  respectively.  All other  capitalized  terms
used in Section 7 of the Credit Agreement that are not expressly defined in this
Agreement shall have the meanings ascribed to them in the Credit Agreement,  and
such meanings are herein incorporated by reference.

                       ARTICLE VIII. DEFAULT AND REMEDIES

          SECTION 8.01.  EVENT OF DEFAULT.  The occurrence of any one or more of
the following events shall constitute an Event or Events of Default hereunder:

          (a) Failure by the  Borrowers  to pay the  principal of or interest on
any Demand Loans within five (5) days of demand by Agent; or

          (b)  Failure  by the  Borrowers  to pay  any fee or  expense  required
hereunder within fifteen (15) days of demand by Agent; or

          (c) The occurrence of a default or Event of Default under any document
or  instrument  evidencing  or  executed  in  connection  with any other  credit
facility or note  between  any  Borrower  and the Agent or the Banks,  including
without limitation under the Credit Agreement; or

          (d) If any representation or warranty or statement made or deemed made
by any Borrower in this  Agreement  or which is  contained  in any  certificate,
document,  financial  or  other  statement  furnished  at any  time  under or in
connection with this Agreement that is relevant to this Agreement shall prove to
Agent's  reasonable  satisfaction  to have been  incorrect or  misleading in any
material respect; or

          (e) If any representation or warranty contained in Article V hereof is
not true and  correct in all  material  respects  on the date any Demand Loan is
made; or

          (f) Default by any Borrower in the observance or performance of any of
the  covenants  or  agreements  contained  in Article VI or Article  VII of this
Agreement; or

          (g) Default by any Borrower in the observance or performance of any of
the covenants or agreements  contained in this Agreement  (except defaults which
are  governed  by any other  paragraph  in this  Section  8.01,  which  shall be
governed by such paragraph),  provided that the Borrowers shall have a period of
twenty (20) days from the date any officer of any Borrower becomes aware of such
default  within which to cure such default,  before an Event of Default shall be
deemed to have occurred (no notice of such default being required); or

          (h) If any  Borrower  or any  Subsidiary  of any  Borrower  shall  (i)
default in the payment of  principal of or interest on any  indebtedness  or any
obligation with respect to any indebtedness  (other than the Bonds),  or for the
deferred  purchase price of any property or assets or for any capitalized  lease
obligation or on any such  obligation  guaranteed by such Borrower or in respect
of which it is otherwise  contingently  liable,  beyond the period of grace,  if
any, provided in the instrument or agreement under which the same was created or
(ii) default in the observance or  performance  of any other term,  condition or
agreement  contained in any such  indebtedness or in any instrument or agreement
evidencing,  securing or relating thereto if the effect thereof is to cause such
indebtedness to become due prior to its stated maturity; or

          (i) If any  Borrower or any of its  Subsidiaries  commences  any case,
proceeding   or  other  action   relating  to  it  in   bankruptcy   or  seeking
reorganization,  liquidation, dissolution, winding up, arrangement, composition,
readjustment  of its  debts,  or for any other  relief,  under  any  bankruptcy,
insolvency, reorganization,  liquidation, dissolution, arrangement, composition,
readjustment  of debt or any  other  similar  act or law,  of any  jurisdiction,
domestic or foreign, now or hereafter existing, or any action by any Borrower or
any of its Subsidiaries  indicating its consent to, approval of, or acquiescence
in,  any  such  proceeding;  the  application  by  any  Borrower  or  any of its
Subsidiaries  for a  receiver,  custodian  or  trustee  of it or  for  all  or a
substantial  part of its  property;  the  making by any  Borrower  or any of its
Subsidiaries  of a general  assignment  for the  benefit  of  creditors;  or the
inability or the admission by any Borrower or any of its Subsidiaries in writing
of its inability to pay its debts as they mature; or

          (j) Commencement of any case, proceeding or the taking of other action
against  any  Borrower  or any of its  Subsidiaries  in  bankruptcy  or  seeking
reorganization,  liquidation,  dissolution, winding-up, arrangement, composition
or  readjustment  of its  debts,  or any other  relief,  under  any  bankruptcy,
insolvency, reorganization,  liquidation, dissolution, arrangement, composition,
readjustment  of debt or any  other  similar  act or law,  of any  jurisdiction,
domestic  or  foreign,  now  or  hereafter  existing;  or the  appointment  of a
receiver, custodian or trustee of any Borrower or any of its Subsidiaries or for
all or a substantial  part of any of its property;  or the issuance of a warrant
of attachment, execution, distraint, or similar process, against any substantial
part  of the  property  of any  Borrower  or any of its  Subsidiaries;  and  the
continuance of any of such events for sixty (60) days  undismissed,  unbonded or
undischarged; or

          (k)  There  shall  be  entered  against  any  Borrower  or  any of its
Subsidiaries  one or more  judgments  or decrees  (not paid or fully  covered by
insurance)  involving  in the  aggregate  a liability  of One  Hundred  Thousand
Dollars  ($100,000)  or more and the same remains  undischarged  or unbonded for
sixty (60) days; or

          (l) Any Borrower is permanently enjoined,  restrained or in any manner
prevented  by  court  order  from  conducting  all or any  material  part of its
business affairs; or

          (m) Merger or consolidation  with another  corporation by any Borrower
in violation of any covenant set forth in this Agreement; or

          (n) Dissolution or termination of existence; or

          (o) Any  Borrower  shall  become an  "investment  company"  within the
meaning of the  Investment  Company Act of 1940, as the same may be amended from
time to time; or

          (p) (i) Any Person shall engage in any  "prohibited  transaction"  (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated  funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived,  shall exist with respect to any Plan, (iii) a Reportable
Event  shall  occur with  respect to, or  proceedings  shall  commence to have a
trustee  appointed,  or a  trustee  shall  be  appointed,  to  administer  to or
terminate, any Plan, which Reportable Event or institution of proceedings is, in
the opinion of the Agent,  likely to result in the  termination of such Plan for
purposes of Title IV or continuance of such Reportable  Event unremedied for ten
(10) days after notice of such Reportable Event pursuant to Section 4043(a), (c)
or (d) of ERISA is given or the  continuance  of such  proceedings  for ten (10)
days  after  commencement  thereof,  as the  case may be,  (iv)  any Plan  shall
terminate for purposes of Title IV of ERISA, or (v) any other event or condition
shall  occur or exist  with  respect  to any Plan or having  consequences  under
ERISA;  and in each  case in  clauses  (i)  through  (v)  above,  such  event or
condition  could  subject any  Borrower or any of its  Subsidiaries  to any tax,
penalty or other  liability  material in relation to the  business,  operations,
property  or  financial  or  other  condition  of any  Borrower  and  any of its
Subsidiaries taken as a whole; or

          (q) An  Event  of  Default  has  occurred  under  any  of the  Related
Documents; or

          (r) The  occurrence of any cessation of normal  business  operation of
any  Borrower,  or  substantial   curtailment  thereof,   whether  voluntary  or
involuntary,  or the  issuance  or entry of any order,  injunction,  judgment or
decree by any governmental  agency or court requiring a cessation of such normal
business  operations or substantial  curtailment  thereof if such  occurrence or
cessation results in a Material Adverse Effect.

          Upon any such Event of Default, the Agent may, at its election (except
in the case of the  occurrence of an Event of Default  under Section  8.01(h) or
Section 8.01(i) hereof,  in which case all such amounts shall be immediately due
and payable), (1) declare the obligations of the Borrowers hereunder,  including
without limitation those obligations under any Demand Loans, to be forthwith due
and  payable in full and the same shall  thereupon  become  immediately  due and
payable without demand, presentment,  protest or further notice of any kind, all
of which are hereby expressly waived, and/or (2) demand the immediate deposit of
cash  collateral  in an amount equal to the full amount then  available or which
may subsequently become available under the Letter of Credit, and the same shall
thereupon become due and payable (provided, however, that those moneys will only
be used to  reimburse  the Agent  after the Agent has  honored a draw  under the
Letter of Credit and will not be used to make  payments  directly to the Trustee
and  provided  further  that each  Borrower  acknowledges  that such  moneys are
subject to any  rebate  and yield  restriction  requirements  applicable  to the
Bonds),  and/or (3) proceed to enforce all other remedies  available to it under
applicable  law,  and/or (4) exercise  all rights and  remedies  provided to the
Agent under the Related Documents;  provided,  that under no circumstances shall
the Agent receive more than the aggregate amount due under this Agreement.  Upon
any such Event of Default,  the Agent shall  notify the Trustee  with the effect
contemplated by the Indenture Documents.

                           ARTICLE IX. MISCELLANEOUS


          SECTION  9.01.  AMENDMENTS  AND  WAIVERS.  This  Agreement  may not be
amended,  modified,  discharged  or waived  except by an  instrument  in writing
executed by the parties hereto.  No course of dealings between the Borrowers and
the Agent and no delays on the part of the Agent in  exercising  any rights with
respect to any Event of Default  shall  operate as a waiver of any rights of the
Agent.

          SECTION  9.02.  NOTICES.  Except as otherwise  specified  herein or by
notice,  all notices,  communications  and demands hereunder shall be in writing
and sent by  certified or  registered  mail,  return  receipt  requested,  or by
overnight delivery service,  with all charges prepaid to the applicable party or
parties  at  the  addresses  set  forth  below,  or  by  facsimile  transmission
(including,   without  limitation,   computer  generated  facsimile),   promptly
confirmed  in writing  sent by first class mail,  to the  facsimile  numbers and
addresses set forth below:

         If to the Borrowers:                    Bacou USA, Inc.
                                                 10 Thurber Boulevard
                                                 Smithfield, Rhode Island  02917
                                                 Attn:  General Counsel

         If to the Agent:                        Fleet National Bank
                                                 100 Federal Street
                                                 Mail Code: 01-07-05
                                                 Boston, Massachusetts  02110
                                                 Attn:  Mr. Matt Leighton

         with a copy to:                         James W. Litsey, Esquire
                                                 Partridge Snow & Hahn LLP
                                                 180 South Main Street
                                                 Providence, Rhode Island  02903

or, as to each party, at such other address as shall be designated by such party
in a written  notice to the other parties given in accordance  with this Section
at least ten (10) days in advance thereof.  All such notices and  correspondence
shall be deemed  given upon the  earliest to occur (i) actual  receipt,  (ii) if
sent by  certified  or  registered  mail,  three (3)  business  days after being
postmarked,  (iii) if sent by overnight delivery service,  when received or when
delivery  is  refused,  or  (iv)  if sent by  facsimile,  when  receipt  of such
transmission is acknowledged.

          SECTION 9.03.  RIGHT OF SET OFF. Each Borrower  hereby grants to Agent
and Banks,  a lien,  security  interest and right of set off as security for all
liabilities and  obligations to Agent hereunder or under the Bonds,  whether now
existing  or  hereafter  arising,  upon  and  against  all  deposits,   credits,
collateral  and  property,   now  or  hereafter  in  the  possession,   custody,
safekeeping or control of Agent,  Banks or any entity under the control of Fleet
Boston Corporation, or in transit to any of them. At any time, without demand or
notice,  Agent and Banks may set off the same or any part  thereof and apply the
same to any  liability or  obligation  of Borrowers  even though  unmatured  and
regardless  of the  adequacy  of any other  collateral  securing  the  Letter of
Credit.  ANY AND ALL RIGHTS TO REQUIRE  AGENT OR BANKS TO EXERCISE  ANY OF THEIR
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER  COLLATERAL WHICH SECURES THE LOAN,
PRIOR  TO  EXERCISING  ANY OF  THEIR  RIGHTS  OF SET OFF  WITH  RESPECT  TO SUCH
DEPOSITS,  CREDITS OR OTHER  PROPERTY OF THE  BORROWERS,  ARE HEREBY  KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY  WAIVED. The rights of the Agent and the Banks under
this subsection are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Agent and Banks may have.

          SECTION 9.04. NO WAIVER;  CUMULATIVE REMEDIES.  No failure to exercise
and no delay  in  exercising,  on the part of the  Agent,  any  right,  power or
privilege hereunder,  shall operate as a waiver thereof; nor shall any single or
partial exercise of any right,  power or privilege  hereunder preclude any other
or  further  exercise  thereof  or the  exercise  of any other  right,  power or
privilege.  No waiver by the Agent of any Event of  Default  shall  operate as a
waiver of any other Event of Default or of the same Event of Default on a future
occasion.  The rights and remedies  hereunder  provided are  cumulative  and not
exclusive of any rights or remedies provided by law.

          SECTION  9.05.  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   All
representations  and warranties made hereunder and in any document,  certificate
or statement  delivered pursuant hereto shall survive the execution and delivery
of this  Agreement  and the Bonds  until all of the Bonds and all other  amounts
owing hereunder shall have been paid in full.

          SECTION 9.06.  PAYMENT OF EXPENSES AND TAXES.  The Borrowers agree (a)
to pay or reimburse the Agent and Banks for all their  reasonable  out-of-pocket
costs and expenses  incurred in connection  with the  development,  negotiation,
preparation,  execution,  consummation and any amendment or modification of this
Agreement,  and the  Bonds  and  any  other  documents  prepared  in  connection
herewith, including the fees and expenses of counsel to the Agent and the Banks,
(b) to pay or reimburse the Agent and the Banks for all their  reasonable  costs
and expenses incurred in connection with the enforcement of, or the preservation
of, any rights under this Agreement and the Bonds, (c) to pay, indemnify, and to
hold the Agent and the Banks harmless from any and all recording and filing fees
and any and all  liabilities  with  respect to, or  resulting  from any delay in
paying,  stamp and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation of any
of the transactions  contemplated by, or any amendment or modification of or any
waiver or consent under or in respect of, this  Agreement or the Bonds,  and (d)
to pay, indemnify and hold the Agent and the Banks harmless from and against any
and all other liabilities,  obligations,  losses, damages,  penalties,  actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration  of this  Agreement.  The  agreements  in this Section 9.06 shall
survive the payment of the Bonds and the termination of this Agreement.

          SECTION 9.07.  SEVERABILITY.  Any provision of this Agreement which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability   or  nonauthorization   without   invalidating  the  remaining
provisions  of this  Agreement  or affecting  the  validity,  enforceability  or
authorization of such provision in any other jurisdiction.

          SECTION  9.08.  TERMINATION  OF  AGREEMENT.  The  obligations  of  the
Borrowers  under  this  Agreement  shall  continue  until  the  later of (a) the
Expiration  Date or (b) the date  upon  which all  amounts  due and owing to the
Agent  under  this  Agreement  shall  have been  paid in full,  and shall (i) be
binding upon each Borrower and its successors and assigns, and (ii) inure to the
benefit of and be enforceable by the Agent and its  successors,  transferees and
assigns;  provided,  however,  that (x) the  Borrowers may not assign all or any
part of this  Agreement  without the prior written  consent of the Agent and (y)
the  obligations  of the Borrowers  pursuant to Section  9.06,  and Section 9.09
hereof shall survive the termination of this Agreement.

          SECTION 9.09. INDEMNITY, COSTS, EXPENSES. The Borrowers agree, jointly
and  severally,  to indemnify,  defend and hold the Agent and the Banks harmless
from and against,  and to pay on demand,  any and all claims,  damages,  losses,
liabilities,  reasonable  costs and expenses  whatsoever  which the Agent or the
Banks may incur or suffer by reason of or in  connection  with (i) the execution
and delivery of this  Agreement  and/or (ii) payment or failure to pay under the
Letter of Credit  and/or  (iii) any Limited  Offering  Memorandum  or other such
offering  document  (other than any such  claims  which  specifically  relate to
information  provided by Agent) or any other documents which may be delivered in
connection with this Agreement,  the Letter of Credit or the Related  Documents,
including,  without  limitation,  the fees and expenses of counsel for the Agent
and the Banks with  respect  thereto and with  respect to advising the Agent and
the Banks on or prior to the date hereof as to their rights and responsibilities
under this Agreement,  the Letter of Credit, or the Related  Documents,  and all
fees and expenses,  if any, in connection with the enforcement or defense of the
rights  of the  Agent and the Banks in  connection  with this  Agreement  or the
Related Documents,  or the collection of any moneys due hereunder,  or under the
Letter of Credit,  the Bonds,  the Related  Documents,  and such other documents
which may be  delivered  in  connection  with this  Agreement  and the Letter of
Credit.  The  obligations  of the  Borrowers  under this Section  shall  survive
payment of any amounts due under this Agreement, the Bonds and the expiration of
the Letter of Credit.

          SECTION 9.10. LIABILITY OF THE AGENT. As between the Borrowers and the
Agent,  the  Borrowers  assume all risks of the acts or omissions of the Trustee
and any transferee of the Letter of Credit with respect to its use of the Letter
of Credit.  Neither the Agent nor any of its  employees,  officers or  directors
shall be liable or responsible  for: (a) the use which may be made of the Letter
of Credit or for any acts or  omissions  of the  Trustee and any  transferee  in
connection therewith; (b) payment by the Agent against presentation of documents
which do not comply in any  immaterial  respect  with the terms of the Letter of
Credit  including  failure of any  documents  to bear any  reference or adequate
reference to the Letter of Credit or (c) any other  circumstances  whatsoever in
making or failing to make  payment  under the Letter of Credit  except only that
the  Borrowers  shall have a claim  against  the Agent,  and the Agent  shall be
liable to the Borrowers,  to the extent,  but only to the extent, of any direct,
as opposed to consequential, damages suffered by the Borrowers which were caused
by (i) the Agent's willful misconduct or gross negligence in determining whether
documents  presented  under the  Letter of Credit  comply  with the terms of the
Letter  of  Credit  (it  being  understood  that any such  noncompliance  in any
immaterial respect shall not be deemed willful misconduct or gross negligence of
the Agent) or (ii) the Agent's willful failure to pay under the Letter of Credit
after  presentation  to it by the Trustee (or any successor  Trustee to whom the
Letter of Credit has been  transferred in accordance  with its terms) of a sight
draft and  certificate  strictly  complying with the terms and conditions of the
Letter of Credit.  In furtherance  and not in limitation of the  foregoing,  the
Agent may accept  documents  that  appear on their face to be in order,  without
responsibility for further investigation, in the absence of any actual notice or
information to the contrary.

          SECTION  9.11.  AGENT'S  AND  BANKS'  RIGHT  TO SELL  DEMAND  LOANS OR
PARTICIPATIONS.  The  Agent  and the Banks  reserve  the right to sell,  assign,
transfer, or otherwise dispose of their rights in and under this Agreement,  the
Letter of Credit,  or any  Related  Documents,  or any Demand  Loans or any part
thereof  made  hereunder,  and  further  reserves  the  right  to  grant or sell
participation  interests in and to the Letter of Credit,  this Agreement and any
Demand Loans made  hereunder.  The Agent and the Banks may provide to any Person
interested in purchasing such interest,  any financial statements or information
they shall have in their possession or within their knowledge.

          SECTION 9.12. PARTICIPATION INTERESTS.  Agent and the Banks shall have
the  unrestricted  right  at any time and from  time to time,  and  without  the
consent  of or  notice  to  Borrowers,  to grant  to one or more  banks or other
financial institutions (each a "Participant") participating interests in Agent's
or Banks' rights and obligations  hereunder and under the Related Documents.  In
the event of any such grant by Agent or Banks of a  participating  interest to a
Participant,  whether or not upon  notice to  Borrowers,  Agent and Banks  shall
remain  responsible  for the  performance  of their  obligations  hereunder  and
Borrowers  shall  continue to deal solely and directly  with Agent in connection
with Agent's and Banks' rights and  obligations  hereunder.  Agent and Banks may
furnish any information  concerning  Borrowers in their  possession from time to
time to  prospective  Assignees and  Participants  provided that Agent and Banks
shall require any such  prospective  Assignee or Participant to agree in writing
to maintain the confidentiality of such information.

          SECTION  9.13.  PLEDGE BY AGENT AND BANKS.  Agent and Banks may at any
time pledge all or any portion of their rights under this Agreement,  the Letter
of Credit or the Related  Documents  including any portion thereof to any of the
twelve (12) Federal  Reserve  Agents  organized  under  Section 4 of the Federal
Reserve Act, 12 U.S.C.  Section 341. No such pledge or enforcement thereof shall
release Agent or Banks from its obligations under this Agreement,  the Letter of
Credit or the Related Documents.

          SECTION 9.14. RELATED DOCUMENTS.  If there is any conflict between the
terms, covenants and conditions of this Agreement and the Related Documents, the
terms, covenants and conditions of this Agreement shall control.

          SECTION 9.15.  ASSIGNMENT OR SALE OF RIGHTS OF AGENT AND BANKS.  Agent
and Banks  shall have the  unrestricted  right at any time or from time to time,
and without Borrowers' consent, to assign all or any portion of their rights and
obligations  hereunder  to one or more  banks  or other  financial  institutions
(each,  an  "Assignee"),  and each  Borrower  agrees that it shall  execute such
documents, including without limitation, amendments to this Agreement and to any
other  documents and  agreements  executed in  connection  herewith as Agent and
Banks shall deem necessary to effect the foregoing.  In addition, at the request
of Agent,  Banks,  and any such Assignee,  Borrowers shall issue one or more new
promissory  notes,  as  applicable,  to any such Assignee and, if Agent or Banks
have  retained  any of their rights and  obligations  hereunder  following  such
assignment,  to Agent or Banks,  which new  promissory  notes shall be issued in
replacement  of,  but  not in  discharge  of,  the  liability  evidenced  by the
promissory  note  held by Agent  and Banks  prior to such  assignment  and shall
reflect the amount of the respective commitments and loans held by such Assignee
and Agent and Banks after giving effect to such  assignment.  Upon the execution
and delivery of appropriate assignment  documentation,  amendments and any other
documentation  required by Agent and Banks in connection  with such  assignment,
and the payment by Assignee of the  purchase  price agreed to by Agent and Banks
and such  Assignee,  such Assignee  shall be a party to this Agreement and shall
have all of the rights and  obligations  of Agent or Banks,  as the case may be,
hereunder (and under any and all other  guaranties,  documents,  instruments and
agreements  executed in connection  herewith) to the extent that such rights and
obligations  have been assigned by Agent and/or Banks pursuant to the assignment
documentation between Agent, Banks and such Assignee, and Agent and/or Banks, as
applicable, shall be released from their obligations hereunder and thereunder to
a corresponding extent.

          SECTION 9.16. CAPTIONS. Captions in this Agreement are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement for any other purpose.

          SECTION  9.17.  GOVERNING  LAW.  This  Agreement  and the  rights  and
obligations  of the  parties  under this  Agreement  shall be  governed  by, and
construed and interpreted in accordance  with, the internal laws of the State of
Rhode Island.

          SECTION  9.18.  INTENTION NOT TO VIOLATE  USURY LAWS.  All  agreements
between  Borrowers  and  Agent  are  hereby  expressly  limited  so  that  in no
contingency or event  whatsoever,  whether by reason of acceleration of maturity
of the  indebtedness  evidenced  by this  Agreement  or the  Letter of Credit or
otherwise,  shall the  amount  paid or agreed to be paid to Agent for the use or
forbearance  of the  indebtedness  evidenced by this  Agreement or the Letter of
Credit exceed the maximum  permissible  under the law. As used herein,  the term
"applicable  law" shall mean the law in effect as of the date  hereof  provided,
however  that in the event  that  there is a change in law  which  results  in a
higher  permissible  rate of interest,  then this Agreement shall be governed by
such law as of its effective date. In this regard,  it is expressly  agreed that
it is the  intent  of  Borrowers  and  Agent  in  the  execution,  delivery  and
acceptance of this Agreement to contract in strict  compliance with the internal
laws of the Commonwealth of Massachusetts from time to time in effect. If, under
or from any circumstances whatsoever,  fulfillment of any provision hereof or of
any of this  Agreement or the Related  Documents at the time of  performance  of
such  provision  shall be due,  shall  involve  transcending  the  limit of such
validity prescribed by applicable law, then the obligation to be fulfilled shall
automatically  be reduced to the limits of such  validity,  and if under or from
circumstances  whatsoever  Agent should ever receive as interest an amount which
would  exceed the highest  lawful  rate,  such amount  which would be  excessive
interest shall be applied to the reduction of the principal balance evidenced by
this Agreement or the Letter of Credit and not to the payment of interest.  This
provision  shall  control  every  other  provision  of  all  agreements  between
Borrowers and Agent.

          SECTION 9.19. CONSTRUCTION.  Borrowers acknowledge that Agent has been
requested to act hereunder as agent for any financial  institutions which are or
become Banks pursuant to the terms of the Credit  Agreement,  and that Agent, to
the  extent  it may so act  hereunder,  shall  exercise  all of the  rights  and
remedies  hereunder  on behalf  of,  and as agent for the  benefit  of, any such
Banks, and each of them. The rights,  powers,  and obligations of Agent are more
particularly  described  in the Credit  Agreement  and are  hereby  incorporated
herein by reference  and made a part hereof as if fully set forth  herein.  Each
reference herein to Agent shall be deemed to include its successors and assigns,
and each reference to Borrower or Borrowers and any pronouns  referring  thereto
as used herein shall be construed in the masculine,  feminine,  neuter, singular
or plural as the  context  may  require  and  shall be  deemed  to  include  the
successors  and  assigns  of each  Borrower,  all of whom  shall be bound by the
provisions  hereof.  Unless  otherwise  indicated the term  "Borrowers"  as used
herein  shall  if this  instrument  is  signed  by more  than  one  party,  mean
"Borrowers and each of them" and "Borrowers or any one of them",  as the context
permits,  and each and  every  undertaking  shall be  their  joint  and  several
undertaking.

          SECTION 9.20. WAIVER OF JURY TRIAL;  SERVICE OF PROCESS.  IN THE EVENT
THAT AGENT BRINGS ANY ACTION OR PROCEEDING  IN CONNECTION  HEREWITH IN ANY COURT
OF RECORD OF THE STATE OF RHODE ISLAND OR THE UNITED STATES IN SUCH STATE,  EACH
BORROWER HEREBY  IRREVOCABLY  CONSENTS TO AND CONFERS  PERSONAL  JURISDICTION OF
SUCH COURT OVER SUCH BORROWER BY SUCH COURT.  IN ANY SUCH ACTION OR  PROCEEDING,
EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS,  COMPLAINT OR OTHER
PROCESS  AND AGREES  THAT  SERVICE  THEREOF  MAY BE MADE UPON SUCH  BORROWER  BY
MAILING A COPY OF SUCH  SUMMONS,  COMPLAINT  OR OTHER  PROCESS BY UNITED  STATES
CERTIFIED MAIL, RETURN RECEIPT  REQUESTED,  POSTAGE PREPAID,  TO BORROWER AT THE
ADDRESS  DESIGNATED ABOVE. EACH BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY
NOW OR  HEREAFTER  HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH  COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT  COURT.  BORROWERS AND AGENT EACH HEREBY
AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE  TRIABLE  OF RIGHT BY JURY,  AND
EACH HEREBY  WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER  EXIST WITH REGARD TO THIS AGREEMENT OR THE RELATED
DOCUMENTS,  OR ANY CLAIM,  COUNTERCLAIM  OR OTHER ACTION  ARISING IN  CONNECTION
THEREWITH.  THIS  WAIVER  OF  RIGHT TO  TRIAL  BY JURY IS  GIVEN  KNOWINGLY  AND
VOLUNTARILY  BY BORROWERS AND AGENT,  AND IS INTENDED TO ENCOMPASS  INDIVIDUALLY
EACH  INSTANCE  AND EACH  ISSUE AS TO WHICH THE  RIGHT TO A TRIAL BY JURY  WOULD
OTHERWISE  ACCRUE.  THE  AGENT  IS  HEREBY  AUTHORIZED  TO  FILE A COPY  OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE  EVIDENCE OF THIS WAIVER BY BORROWERS.
EXCEPT AS PROHIBITED  BY LAW, EACH BORROWER  HEREBY WAIVES ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER IN ANY LITIGATION  REFERRED TO IN THE PRECEDING SENTENCE ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN  ADDITION  TO,  ACTUAL  DAMAGES.  EACH  BORROWER  (A)  CERTIFIES  THAT  NO
REPRESENTATIVE  OR  ATTORNEY  OF AGENT OR BANKS HAS  REPRESENTED,  EXPRESSLY  OR
OTHERWISE, THAT AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT THE AGENT HAS BEEN INDUCED TO ENTER
INTO THIS  AGREEMENT AND THE RELATED  DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG
OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

          IN  WITNESS  WHEREOF,  the  parties  have  by  their  duly  authorized
representatives  executed  this  Agreement  as of the day and year  first  above
written.

                                    BACOU USA, INC.



                                    By:/s/ Philip B. Barr
-------------------------------        -----------------------------------------
                                           Philip B. Barr
                                           President and Chief Executive Officer


                                    SCHAS INDUSTRIES, LLC



                                    By:/s/ Philip B. Barr
-------------------------------        -----------------------------------------
                                           Philip B. Barr
                                           Chairman and Chief Executive Officer


                                    FLEET NATIONAL BANK, as Agent



                                    By:/s/ Gary A. Pirri
-------------------------------        -----------------------------------------
                                           Gary A. Pirri
                                           Senior Vice President