Exhibit 10.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT made as of this 1st day of
April,  1999, by and between Thomas J. Goeltz  ("Executive") and Titmus Optical,
Inc., a corporation  organized under the laws of Delaware (the "Company"),  with
its principal offices at 3811 Corporate Drive, Petersburg, Virginia 23805-9288.

                              W I T N E S S E T H :

     WHEREAS,  Executive and Company entered into an Employment  Agreement dated
October 1, 1995,  which was amended by a First Amendment dated December 18, 1996
and a Second  Amendment  dated March 15,  1999  (together  the "Old  Agreement")
pursuant to which Executive currently serves as Senior Vice President - Sales of
the Company; and

     WHEREAS,  Executive and Company wish to amend and restate the Old Agreement
by entering into this Agreement for the purpose of promoting  Executive to serve
as the President of the Company; and

     WHEREAS, Executive and Company are willing to enter into this Agreement for
such purpose,  for the period  provided  herein and on the terms and  conditions
hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
Company and Executive hereby agree as follows:

     1.  Employment.  During the period of employment  set forth in Section 2 of
this Agreement, Company shall employ Executive, and Executive shall serve as the
President  of the Company,  reporting to the Chairman of the Company.  Executive
agrees to  faithfully  perform  the  duties  assigned  to him to the best of his
ability and,  except for vacations and periods of temporary  illness,  to devote
his full time and  attention  to the business of Company.  Ancillary  employment
such as writing,  teaching or lecturing,  as well as the acceptance of honorific
titles may be undertaken by the Executive only with the approval of the Chairman
of the  Company,  or in his absence the  President  and CEO  ofBacou  USA,  Inc.
("Bacou") or his designee (hereinafter  "Chairman").  Executive also agrees that
he will not engage in any other business  activities  without the prior approval
of the Chairman.  Executive may only serve as an officer,  director,  trustee or
committee member,  or in any similar  position,  of a reasonable number (maximum
two) of trade  associations  and religious,  charitable,  educational,  civic or
other non-business  organizations,  subject to the approval of the Chairman. The
Executive represents and warrants to Company that he is now under no contract or
agreement nor will he execute any contract or agreement  that will in any manner
interfere,  conflict  with or prevent him from  performing  his duties under the
terms  and  conditions  of this  Agreement,  recognizing  that  his  performance
hereunder  will require the devotion of his full time and  attention  during and
beyond  regular  business  hours  during  the  Term  (as  hereinafter  defined),
including extensive travel.

     2. Period of Employment.  The Executive's  employment  under this Agreement
shall  initially  cover the period  beginning April 1, 1999 to December 31, 2000
(the  "Initial  Term").  On  January  1,  2001,  and at the  end  of  each  year
thereafter,  the period of employment shall be automatically  extended,  without
further action by either party, for successive one-year periods (each a "Renewal
Term")  unless,  at least six months prior to the end of any Term,  either party
shall have  served  written  notice on the other of its  election  to allow this
Agreement to terminate at the end of such Term. The Initial Term and any Renewal
Terms are  hereinafter  sometimes  collectively  referred to as the  "Term".  If
either  party  notifies  the other  party that it shall not extend the period of
employment pursuant to the provisions of the preceding  paragraph,  Company may,
at its option,  decide that the Executive shall take a leave-of-absence for part
or all of the  remaining  time of his  employment,  continuing  to  receive  all
compensation as if actively working.

     3. Termination. The period of employment shall be terminated upon the first
to occur of the following:

     (i)    The expiration of the period of employment  pursuant to Section 2 of
            this agreement.

     (ii)   The Executive's death.

     (iii)  The Executive becoming  permanently  disabled.  Permanent disability
            shall mean physical or mental  incapacity of a nature which prevents
            Executive  from  performing  his duties under this  Agreement  for a
            period of more than six months in any twelve month period.

     (iv)   The Executive's  employment  being  terminated by Company for cause.
            Termination for cause shall mean  termination by action of the Board
            of Directors  of Company  because of any of the  following:  (a) the
            willful  failure of Executive to perform his duties and  obligations
            under this Agreement;  (b) the failure to abide by, or to execute in
            a reasonable and responsible  manner, the policies and procedures of
            the Company as in effect from time to time; (c) gross  negligence in
            the  performance  of  his  duties  under  this  Agreement;  (d)  the
            commission  by Executive  of a felony;  (e) engaging in any activity
            that  is  competitive  with  the  business  of the  Company;  or (f)
            engaging in fraudulent, unethical or dishonest activities.

     4. Compensation and Benefits.

          (a) The  Executive  shall  receive  regular  compensation  (the  "Base
Salary")  at  the  initial  rate  of One  Hundred  Sixty-Five  Thousand  Dollars
($165,000.00)  per annum  during the  Initial  Term.  The Base  Salary  shall be
payable in arrears less the usual  payroll  deductions  at the same times and in
the  same  manner  as  salaries  paid to other  employees  of the  Company.  The
Executive  shall  participate  in any wage  increases  applicable  generally  to
salaried  employees of Company.  The Base Salary prevailing at any time shall be
reviewed annually for a possible increase beginning in February 2000.

          (b) In addition to the Base Salary, the Executive shall be entitled to
receive annual incentive  compensation  payments  ("Incentive  Compensation") at
such times and in such amounts as may be  determined  pursuant to the Bonus Plan
for  Executives  of  subsidiaries  of Bacou  USA,  Inc.,  as in  effect  for the
applicable  year (the "Company  Plan", a copy of which plan for 1998 and 1999 is
attached to this Agreement as Exhibit A).  Notwithstanding the Company Plan, for
the year  1999  Executive  shall  receive  Incentive  Compensation  equal to the
greater of (i) the amount  payable  pursuant  to the  Company  Plan,  or (ii) an
amount paid at the  discretion of the Board of Directors of the Company based on
the Company's  achievement of certain  objectives set forth on Exhibit B hereto.
If the Company  achieves all of the objectives set forth on Exhibit B, Executive
shall  receive  Incentive  Compensation  for  1999 of  $35,000.  If the  Company
partially achieves the objectives set forth on Exhibit B, the Board of Directors
may award  Executive  Incentive  Compensation  for 1999 in an  amount  less than
$35,000 but that, in its discretion, fairly reflects the level of achievement of
these objectives.  The Executive  acknowledges that, by agreeing to the terms of
this Section  4(b),  he thereby  waives any rights to  participate  in any other
incentive compensation plan of the Company.

          (c)  Incentive  Compensation  shall be paid by Company for each fiscal
year within ten (10) days after a decision is made by the Board of  Directors of
Company as to the  amount of such  Incentive  Compensation,  but in any event no
later than the earlier of the annual  meeting of the Board of  Directors  of the
Company  or  February  28  following  the  fiscal  year for which the  Incentive
Compensation is paid.

          (d) The Executive shall be entitled to participate in any stock option
plan which Bacou USA,  Inc. may adopt for Company at levels to be  determined by
the Board of Directors of Company in its sole discretion.

          (e) The  Executive  shall be entitled to  participate  in all savings,
thrift,  retirement or pension, short term and long term disability,  health and
accident,  Blue  Cross/Blue  Shield,  Major  Medical  or other  hospitalization,
holiday,  vacation,  and other fringe benefit  programs  generally  available to
senior  executives  of Company in  accordance  with and subject to the terms and
conditions of such programs.

          (f) In  addition,  the  Executive  shall be  entitled  to receive  the
following benefits:

               (i) The Executive shall have the use of a company car, subject to
the  Automobile  Policy of Bacou USA,  Inc., a copy of which is attached to this
Agreement as Exhibit C. To the extent that you have a leased or owned vehicle in
place at the beginning of the Initial Term, we shall pay you the standard amount
payable pursuant to the Company's Automobile Policy until such time as the lease
expires on such vehicle or you are ready to purchase another vehicle.

               (ii) The Executive shall be entitled to vacation  pursuant to the
Bacou USA, Inc. Executive Vacation Policy. Vacation days will be taken at a time
convenient for both the Executive and Company.  To the extent the Executive does
not take all vacation  days the  remaining  days will be carried  forward for an
unlimited  period or be paid to the  Executive  at the level of his Base  Salary
valid for the fiscal year in which vacation days are not taken.

               (iii) When traveling on Company  business,  the Executive will be
provided  coach-class airfare on domestic trips;  business class airfare will be
provided on international trips.

               (iv) The Executive is authorized to incur reasonable  expenses in
connection  with and for the  promotion  of the  business of Company,  including
expenses for meals and lodging  (regular hotel room, no suites),  entertainment,
and  similar  items as  required  from time to time by the  Executive's  duties.
Company   shall   reimburse  the  Executive  for  all  such  expenses  upon  the
presentation  of an  account  therefor,  together  with  appropriate  supporting
documentation.

     5. Limitations on Authority.  Except as otherwise provided herein, approval
by the  Chairman  must be  obtained  prior to the  Executive  taking  any of the
following actions on behalf of the Company:

     (a)  Acquisition  or  disposition  of real property or any rights  deriving
          therefrom, or changing title in any such real property.

     (b)  Making unplanned capital expenditures or any commitment therefor in an
          amount greater than $10,000 for any individual expenditure and $50,000
          in the aggregate in any fiscal year;

     (c)  Borrowing  or  guaranteeing  any  borrowings  from or on behalf of any
          party,  or  altering  the  terms  of  any  loan  agreements  for  such
          borrowings  except for any such loans or borrowings as shall be agreed
          upon by the Board of Directors of Company;

     (d)  Hiring,  terminating,  promoting or demoting executive  personnel with
          annual  salary in excess of $50,000  or  granting  unbudgeted  raises,
          bonuses or other compensatory payments to any employee of the Company;

     (e)  Promoting or hiring anyone to a position above the Manager level (i.e.
          to Director or above);

     (f)  Granting retirement benefits or other non-earned income to any person;

     (g)  Modification of any qualified plan or other benefit plan, e.g., health
          insurance;

     (h)  Acquiring the assets or shares of any business;

     (i)  Acquiring  or  disposing  of the  assets or shares of the  Company  or
          selling any fixed asset of the Company below book value or writing off
          inventory  of the  Company  with an  aggregate  book  value  exceeding
          $50,000 in any fiscal year;

     (j)  Entering into or  terminating  agreements of any kind or nature with a
          monthly  financial  obligation in excess of U.S.  $5,000 for more than
          six (6) months except purchase  orders for materials  required for the
          manufacture of products for sale in the ordinary course of business;

     (k)  Making basic changes in the administration,  organization, production,
          and  distribution  of  Company  or any of its  affiliates,  as well as
          closing  or  curtailing  the  functions  of  Company  or  any  of  its
          affiliates;

     (l)  Filing any lawsuit;

     (m)  Making cash or non-cash  corporate  contributions  above the  annually
          budgeted amount;

     (n)  When  there is a large  volume  of  sales,  the  making  of  decisions
          requiring both extraordinary risks and extraordinary expenditures;

     (o)  Entering into any  transaction  on behalf of Company or its affiliates
          which is not in the usual course of its business;

     (p)  Adoption or modification of the annual budget.

     Notwithstanding  the  foregoing,  approval is not  required  for any action
provided  for in the  approved and  applicable  annual  budget or annual plan of
Company. In addition, should the Chairman be unavailable, if an emergency arises
which requires the Executive to take  immediate  action in which approval as set
forth in this Section  would  otherwise be required,  the Executive is no longer
bound by the limitations described above and is authorized to make a decision in
the best  interests  of  Company.  The  Executive  will  immediately  inform the
Chairman of any such decisions made by him.

     6.  Non-Disclosure  of  Information.  It is understood that the business of
Company and its affiliates is of a confidential nature. During the period of the
Executive's  employment with Company, the Executive may have received and/or may
secure  confidential   information   concerning  Company  or  any  of  Company's
affiliates or subsidiaries which, if known to competitors thereof,  would damage
Company or its said affiliates or subsidiaries. The Executive agrees that during
and  after the term of this  Agreement  he will not  (except  as  authorized  by
Company  or in the  proper  performance  of his duties or except as ordered by a
court or other body of competent  jurisdiction or as otherwise required by law),
directly or indirectly,  divulge,  disclose or appropriate to his own use, or to
the use of any third party, any secret,  proprietary or confidential information
or knowledge obtained by him during the term hereof concerning such confidential
matters of Company or its subsidiaries or affiliates, including, but not limited
to,  information  pertaining to trade secrets,  systems,  manuals,  confidential
reports,  methods,  processes,  designs,  equipment lists, operating procedures,
equipment  and  methods  used  and  preferred  by  Company's   customers.   Upon
termination of this Agreement,  the Executive shall promptly  deliver to Company
all  materials of a secret or  confidential  nature  relating to the business of
Company  or any  of its  subsidiaries  or  affiliates  which  are,  directly  or
indirectly,  in the  possession  or under  the  control  of the  Executive.  The
provisions of this paragraph shall continue to apply after the Executive  ceases
to be employed  by Company for a period of seven (7) years  except in respect of
any  information  or knowledge  disclosed  to the public,  other than through an
unauthorized disclosure by the Executive.

     7. Trade Secrets.  The Executive covenants that he shall, while employed by
Company,  assign,  transfer,  and set over to Company or its designee all right,
title and interest in and to all trade secrets,  secret  processes,  inventions,
improvements, patents, patent applications,  trademarks, trademark applications,
copyrights,  copyright  registrations,  discoveries  and/or  other  developments
(hereinafter  "Inventions")  which he may,  thereafter,  alone or in conjunction
with others, during or outside normal working hours, conceive,  make, acquire or
suggest at any time which relate to the products,  processes, work, research, or
other  activities of Company or any of its  subsidiaries or affiliates.  Any and
all  Inventions  which are of a  proprietary  nature and which the Executive may
conceive,  may acquire or suggest,  either alone or in conjunction  with others,
during his  employment  with Company  (whether  during or outside normal working
hours)  relating to or in any way  pertaining  to or  connected  with  Company's
business,  shall be the sole and  exclusive  property of Company or its designee
and the  Executive,  whenever  requested  to do so by  Company,  shall,  without
further compensation or consideration properly execute any and all applications,
assignments  or  other  documents  which  Company  or its  designee  shall  deem
necessary in order to apply for and obtain  Letters  Patent of the United States
and/or comparable rights afforded by foreign countries for the Inventions, or in
order to assign and convey to Company  or its  designee  the sole and  exclusive
right,  title and  interest  in and to the  Inventions.  This  obligation  shall
continue  beyond the  termination  of this  Agreement with respect to Inventions
conceived or made by the Executive during the term of his employment by Company,
and shall be binding  upon his  assigns,  executors,  administrators,  and other
legal representatives.

     8.  Non-Competition.  (a) During the term of this  Agreement or any renewal
thereof  and, at  Company's  option for a period of up to two years  thereafter,
should the Executive's  contract be terminated or not be renewed,  the Executive
agrees  that he will not within  the  geographical  area of the  United  States,
engage,  either directly or indirectly,  individually  or as an owner,  partner,
joint  venturer,   employee,   officer,   director,   stockholder,   consultant,
independent  contractor or lender of or to any  corporation,  holding Company or
other business  entity which is in a business  similar to that of Company or any
of its  affiliates.  In the event that Company chooses to exercise its option to
prevent the Executive  from  competing  with Company  following  termination  or
non-renewal  of his  employment,  Company  shall notify the Executive in writing
within  two (2) weeks  following  his last day of  employment  or within two (2)
weeks of notice by  Company  of its  decision  that the  Executive  shall take a
leave-of-absence,  in  either  case  specifying  the  period  of up to two years
following  termination,  resignation,  or non-renewal of employment during which
such competitive  activity shall be prohibited.  In the event Company  exercises
its  option,  Company  shall pay  Executive  an amount  equal to his annual Base
Salary at the time of termination,  resignation or non-renewal.  Notwithstanding
the foregoing, the Executive (as hereinbefore described in Section 2(d)) may own
five (5%)  percent of the  securities  of any business in  competition  with the
business of Company or any of its  affiliates,  which  securities  are regularly
traded on a public  exchange,  provided that any such ownership shall not result
in the Executive  becoming a record or beneficial owner at any time of more than
five (5%) percent of equity securities of said business entity.

          (b) The Executive  shall not during the term of his  Employment  under
this  Agreement  or any  renewal  thereof,  and for a  period  of two (2)  years
thereafter,  employ, retain or arrange to have any other person or entity employ
or retain  any  person who was  employed  by  Company  or any of its  affiliated
companies  having an annual  compensation  of at least  U.S.  $50,000  per annum
during the term of this Agreement or any renewal thereof.

          (c) If any  provision  of this  Section  is  held to be  unenforceable
because of the scope,  duration or area of its  applicability or otherwise,  the
legal entity making that  determination will have the power to modify the scope,
duration  or area,  or all of them,  and the  provision  will then  apply in its
modified form.

     9. Property. All letters, memoranda,  documents,  business notes (including
all copies thereof) and other information  contained on any other computer media
including computer disks and hard drives of the Executive in any manner relating
to the duties of Executive under this agreement are the property of Company.

     10.  Notices.  Any  notices or other  communications  required  to be given
pursuant to this  Agreement  shall be in writing and shall be deemed given:  (i)
upon delivery,  if by hand; (ii) three (3) business days after mailing,  if sent
by registered or certified  mail,  postage  prepaid,  return receipt  requested;
(iii) one (1) business day after mailing, if sent via overnight courier; or (iv)
upon  transmission,  if sent by telex or facsimile except that if such notice or
other  communication  is  received  by telex or  facsimile  after 5:00 p.m. on a
business day at the place of receipt,  it shall be effective as of the following
business day. All notices and other  communications  hereunder shall be given as
follows:

       (a) If to the Company, to it at:

            c/o Bacou USA, Inc.
            10 Thurber Boulevard
            Smithfield, RI 02917
            Attention:  President

            Telephone No.:  401-233-0333
            Telecopier No.: 401-232-2230

       (b)  If to the Executive, to him at:


            Telephone No.:   (           )
            Telecopier No.:  (           )

Either party may change its address for receiving notice by written notice given
to the other names above in the manner provided above.

     11. Full and Complete Agreement;  Amendment.  This Agreement (together with
the Exhibits  attached hereto)  constitutes the full and complete  understanding
and  agreement  of the  parties  and  supersedes  all prior  understandings  and
agreements. This Agreement may be modified only by a written instrument executed
by both parties (except Exhibits B and C which are subject to modification  from
time to time by Bacou USA, Inc.)

     12.  Construction.  This Agreement shall be construed under the laws of the
State of Rhode Island.

     13.  Arbitration.  Notwithstanding  the  fact  that  the  parties  shall be
entitled to equitable  relief in order to enforce certain  provisions  hereunder
(e.g.,   temporary  restraining  orders  or  injunctive  relief),  any  dispute,
controversy or claim arising out of or relating to this Agreement, or the breach
hereof,  shall be settled by  arbitration  in  accordance  with the  "Commercial
Arbitration Rules" of the American Arbitration Association in effect on the date
of this  Agreement,  except as varied  below.  The site of any such  arbitration
shall  be  Providence,  Rhode  Island  and any  award  shall be  deemed  to be a
Providence,  Rhode Island award. There shall be a single arbitrator who shall be
admitted  to  practice  law in Rhode  Island,  with no less than ten (10)  years
experience in the handling of commercial or corporate  matters or disputes.  The
arbitrator  shall render a written decision  stating his reasons  therefor,  and
shall render an award within six (6) months of the request for arbitration,  and
such award shall be final and binding upon both parties. Judgment upon the award
rendered by the arbitrator may be entered in any court of competent jurisdiction
in any state of the United States or country or application  may be made to such
court for a judicial  acceptance of the award and an enforcement,  as the law of
such jurisdiction may require or allow. The substantive law to be applied to any
case determined pursuant to this Section 13 is that of Rhode Island. The expense
of  arbitration  shall be borne by the  respective  parties except to the extent
that the arbitrators shall determine that the entire expense shall be borne by a
single party.

     14. Binding Nature. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, personal representatives,
successors and assigns.

     IN WITNESS  WHEREOF,  Company and the  Executive  have duly  executed  this
Agreement as of the day and year first written above.


TITMUS OPTICAL, INC.                                    EXECUTIVE



By: /s/Walter Stepan                                 /s/Thomas J. Goeltz
   --------------------------                          ------------------------
Name:  Walter Stepan                                    Thomas J. Goeltz
Title: Chairman


By: /s/Philip B. Barr
   -------------------------
Name:  Philip B. Barr
Title: Vice-Chairman


<PAGE>

                                    EXHIBIT A


                                 BACOU USA, INC.

                            BONUS PLAN FOR EXECUTIVES


                        See Copy of Plan Attached Hereto



<PAGE>


                                    EXHIBIT B


                    1999 OBJECTIVES FOR TITMUS OPTICAL, INC.


1. Achieve an increase in net sales of at least 5% over 1998

2. Reduce inventory to $10,000,000 or less at December 31, 1999

3. Bring about a meaningful improvement in on-time delivery to customers

4. Achieve an operating  profit that equals or exceeds 1997 operating
   profit  of  $3,056,000  as shown  in  footnotes  to the  financial
   statements of Bacou USA, Inc.


<PAGE>

                                    EXHIBIT C


                                 BACOU USA, INC.

                                AUTOMOBILE POLICY


                       See Copy of Policy Attached Hereto