EXHIBIT 4.2

                             BOND PURCHASE AGREEMENT


     This Bond Purchase  Agreement  dated as of August 24, 1999 by and among the
Rhode  Island  Industrial  Facilities  Corporation,  a  public  corporation  and
governmental agency of the State of Rhode Island and Providence Plantations (the
"State"),  duly organized and validly  existing under the laws of the State (the
"Issuer"),  Uvex Safety  Manufacturing,  Inc., a corporation  duly organized and
validly existing under the laws of the State of Delaware (the "Obligor"),  Bacou
USA, Inc., a corporation  duly organized and validly  existing under the laws of
the State of Delaware (the "Guarantor") and BankBoston, N.A., a national banking
association  duly  organized and validly  existing  under the laws of the United
States of  America as agent for itself and  KeyBank,  N.A.,  a national  banking
association  duly  organized and validly  existing  under the laws of the United
States of America (the "Purchaser"),  is made under the circumstances summarized
in the  following  recitals  (the  capitalized  terms not defined  herein are as
defined in the Agreement hereinafter described):

     WHEREAS,  the Issuer  proposes to issue,  sell and deliver its  $30,000,000
Rhode Island Industrial Facilities  Corporation  Industrial  Development Revenue
Bond (Uvex Safety Manufacturing, Inc. Project-1999 Series) (the "Bond") pursuant
to its  authorizing  resolution  adopted by its Board of  Directors on August 3,
1999 (the  "Resolution") and apply the proceeds derived from such sale to assist
the Obligor in financing the purchase approximately 15.8 acres, more or less, of
land located at or adjacent to 10 Thurber  Boulevard in the Town of  Smithfield,
Rhode Island (the  "Premises"),  the purchase and renovation of the building and
facilities  located  thereon  containing  127,000  square  feet,  more or  less,
including  the  construction  of an  approximately  44,000  square foot addition
thereto  (the  "Facilities")  and the purchase and  installation  of  machinery,
furnishings  and  equipment  at the  Facilities  (such  purchase,  construction,
renovation and equipping is herein referred to as the "Project"); and

     WHEREAS,  the Obligor and the Issuer have  entered  into a Lease  Agreement
dated as of August 24, 1999 (the "Agreement") whereby the Issuer agrees to lease
the Project to the Obligor and to apply the  proceeds of the Bond to finance the
Project; and

     WHEREAS, the Obligor, by the Agreement,  is required to make lease payments
in the amounts and at the times  sufficient to pay the principal of and premium,
if any, and interest on the Bond; and

     WHEREAS,  the Issuer, by an Assignment of Lease Agreement and Revenues from
the Issuer to the Purchaser dated as of August 24, 1999 (the "Assignment"), will
assign to the  Purchaser as security for the Bond all right,  title and interest
of the  Issuer  in  and  to  the  Agreement  (with  certain  exceptions  therein
contained),  including the  Agreement  itself,  and the Revenues,  including the
lease payments to be made by the Obligor thereunder; and

     WHEREAS,  as additional  security for the payment of principal and interest
on the Bond,  the  Guarantor  will  enter  into a  Guaranty  Agreement  with the
Purchaser dated as of August 24, 1999 (the "Guaranty").

     NOW, THEREFORE,  intending to be legally bound, the parties hereto covenant
and agree as follows  (provided  that any obligation of the Issuer created by or
arising out of this Bond  Purchase  Agreement  shall never  constitute a general
debt of the Issuer nor give rise to any  pecuniary  liability  of the Issuer but
shall be payable solely out of the Revenues):

     SECTION 1.  PURCHASE OF THE BOND.  Subject to the  conditions  hereof,  the
Issuer  will issue and  deliver the Bond,  up to a maximum  principal  amount of
$30,000,000  upon  the  terms  set  forth  in the form of the Bond for up to the
purchase price equal to the principal  amount of the Bond.  Upon delivery of the
Bond as described in Section 2 (the  "Closing")  and  thereafter,  the Purchaser
will make  advances to the Obligor in an aggregate  amount of up to  $30,000,000
for  payment of Project  costs  pursuant to the terms of the  Agreement  and the
Assignment.  Each advance by the Purchaser  shall cause the principal  amount of
the Bond to be  increased  by an amount  equal to the amount of the  advance and
each advance  shall  constitute a partial  payment of the purchase  price of the
Bond.  The Bond shall be in the form of one Bond,  registered in the name of the
Purchaser in substantially the form attached hereto as Exhibit A.

     SECTION 2. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. The Purchaser's
obligation  to purchase the Bond and to make  advances to the Obligor is subject
to (i) the accuracy of all representations,  warranties, statements and opinions
in the agreements,  instruments,  certificates and opinions (including,  without
limitation,  this  Bond  Purchase  Agreement,  the  Resolution,  the  Bond,  the
Agreement,  the  Guaranty  and the  Assignment)  now or  hereafter  delivered in
connection with the issuance of the Bond or any request for an advance and which
will be included in the  transcript of  proceedings  pertaining to the Bond (the
"Bond Documents") on the date of the Closing and the date of each advance,  (ii)
the condition  that no event of default  exists under the Bond  Documents and no
condition  exists  which,  with the  giving  of notice or lapse of time or both,
would  constitute  any such event of default on the date of the  Closing and the
date of each advance, (iii) the performance by the Issuer and the Obligor of all
agreements  to be performed by them under the Bond  Documents at or prior to the
Closing and on or prior to the date of each  advance,  (iv) delivery of the Bond
for payment no later than August 24, 1999 at the offices of Tillinghast  Licht &
Semonoff  Ltd.,  One Park Row,  Providence,  Rhode Island 02903 or at such other
location  agreeable  to the  parties  hereto,  unless  such date is  extended in
writing by the Purchaser and (v) the satisfaction of the following conditions:

          (a) at or  prior to the  Closing,  the  Issuer  shall  furnish  to the
     Purchaser (1) a written  approving  opinion of Tillinghast Licht & Semonoff
     Ltd.  (the "Bond  Counsel")  as to  legality  of and  tax-exempt  status of
     interest on the Bond from State of Rhode Island income  taxation,  dated as
     of the date of Closing  and in their  customary  form and (2) a copy of the
     Resolution  adopted by the Issuer  authorizing the issuance of the Bond and
     delivery of executed Bond Documents to which the Issuer is a party;

          (b) at or prior to the  Closing,  the  Obligor  shall  furnish  to the
     Purchaser and the Issuer (1) a written  opinion of counsel for the Obligor,
     dated the date of the Closing and in form  acceptable  to Bond  Counsel and
     the Purchaser,  (2) executed Bond Documents to which the Obligor is a party
     and (3) a  certified  copy of such  actions  or  proceedings  taken  by the
     Obligor authorizing execution,  delivery and performance of the obligations
     set forth in the Bond Documents to which each of the Obligors is a party;

          (c) at or prior to the Closing,  the  Guarantor  shall  furnish to the
     Purchaser  and the  Issuer (1) the  Guaranty,  in form  acceptable  to Bond
     Counsel  and the  Purchaser,  (2)  executed  Bond  Documents  to which  the
     Guarantor are a party,  (3) a certified copy of such actions or proceedings
     taken by the Guarantor authorizing the execution,  delivery and performance
     of the  obligations  set forth in the Bond Documents to which the Guarantor
     are a party,  and (4) a written  opinion of counsel to the Guarantor  dated
     the date of the  Closing  and in form  acceptable  to Bond  Counsel and the
     Purchaser;

          (d) all legal  documentation  and  proceedings in connection  with the
     transactions  contemplated by this Bond Purchase Agreement shall be in form
     and substance  satisfactory  to the  Purchaser and the Issuer,  their legal
     counsel and Bond Counsel,  and the  Purchaser  shall have received all such
     originals,  counterparts,  originals  or  certified or other copies of such
     Bond Documents in form and substance satisfactory to the Purchaser,  as the
     Purchaser or its legal counsel may reasonably request; and

          (e) no event shall have occurred or information  disclosed  which,  in
     the reasonable judgment of the Purchaser, has or could, with the passage of
     time, have a material adverse effect on the market value of the Bond.

     SECTION 3.  CONDITIONS  PRECEDENT  TO  ISSUER'S  OBLIGATION.  The  Issuer's
obligation to issue and deliver the Bond and perform its  obligations  hereunder
is subject to (i)  satisfaction  of the conditions set forth in Section 2 herein
(other  than  those   conditions  to  be  satisfied  by  the  Issuer)  and  (ii)
satisfaction of the Purchaser's obligations hereunder, including delivery to the
Issuer and Bond Counsel of a duly executed investor's  acknowledgment  letter in
substantially the form attached hereto as Exhibit B.

     SECTION 4. PAYMENT OF FEES AND EXPENSES.  The Obligor agrees to pay, out of
the  proceeds  of the Bond or  otherwise,  all  reasonable  costs  and  expenses
relating to the  issuance of the Bond,  including  all fees and  expenses of the
Issuer (including an  Administrative  Fee in an amount equal to 1/8 of 1% of the
maximum  principal amount of the Bonds) and Bond Counsel,  the fees and expenses
of  the  Obligor's  and  the  Purchaser's  counsel,  (including  counsel  to any
Purchaser bank) the Project  Supervisor's  fees,  recording fees, the fee of the
Rhode Island Public Finance Management Board (1/40 of 1% of the principal amount
of the Bond) and all out-of-pocket  expenditures of the parties hereto and their
respective  counsel.  In the  event the Bond is for any  reason  not sold or the
proceeds  thereof shall be insufficient to pay the above fees and expenses,  the
Obligor agrees to be bound to pay such fees and expenses.

     SECTION 5. COVENANTS OF BOND OFFERING; FURTHER ASSURANCES; REPRESENTATIONS,
WARRANTIES  AND  COVENANTS.  Neither of the Obligor  nor the Issuer has,  either
directly or through any agent,  offered the Bond for sale to, or  solicited  any
offers to make all or any part of the loan to be made  pursuant  to the terms of
the Bond, or to acquire the Bond or similar securities evidencing all or part of
such loan,  from or otherwise  approached or negotiated in respect thereof with,
any person or persons other than the  Purchaser;  and the Obligor and the Issuer
each agree that it will not sell or offer the Bond to, or solicit  any offers to
buy any thereof  from,  or otherwise  approach or  negotiate in respect  thereof
with,  any other  person or  persons  so as  thereby  to bring the  offering  or
issuance of the Bond within the provisions of Section 5 of the Securities Act of
1933, as amended.  At the Purchaser's  request,  the Issuer and the Obligor will
execute,  acknowledge  when  appropriate,  and  deliver  from  time to time such
instruments  and documents as, in the reasonable  opinion of the Purchaser,  are
necessary or desirable to confirm such obligations as the Issuer and the Obligor
may have under any of the Bond Documents.  All warranties,  representations  and
covenants  made in the Bond  Documents  by the Issuer and the Obligor are hereby
incorporated  herein by reference  and may be relied upon by the Purchaser as if
made directly to or with the Purchaser.

     SECTION 6. OFFER TO PREPAY UPON CHANGE IN CONTROL.  If the Purchaser or any
of its  affiliates  shall hold the Bond on the date of a change in  control,  as
defined in the  Agreement,  the Obligor shall give written notice thereof to the
Purchaser,  promptly  after the  occurrence of such Change in Control but in any
event  within 10 days  thereof.  Such notice  shall (a)  describe in  reasonable
detail the facts and circumstances giving rise to such Change of Control and the
effect thereof on the Obligors,  (b) offer to prepay, on a date (the "Prepayment
Date") which shall be not less than 30 days nor more than 60 days after the date
of such notice, the principal and interest due on the Bond held by the Purchaser
and its affiliates,  (c) request the Purchaser to notify the Obligor in writing,
not less  than 10 days  prior  to the  Prepayment  Date,  of its  acceptance  or
rejection of such offer and (d) inform the Purchaser  that, upon the Purchaser's
receipt of such notice by the  Obligor,  failure to accept such offer in writing
on or before the 10th day prior to the Prepayment Date shall be deemed rejection
of such offer.

     Upon its acceptance of such offer,  the Purchaser shall give written notice
to the Obligor,  on the fifth Business Day prior to the Prepayment  Date, of the
amount of the  Prepayment  Price of the Bond held by it,  which notice shall set
forth in reasonable detail the computation  thereof.  The Prepayment Price shall
be binding on the Obligor, the Issuer and the Purchaser absent manifest error.

     Thereupon,  each of the  Obligor  covenants  and agrees that it will on the
Prepayment  Date prepay the Bond held by the  Purchaser  and its  affiliates  by
payment of the Prepayment Price of such Bond,  together with interest accrued on
the unpaid principal  amount of such Bond to the Prepayment  Date.  (Capitalized
terms not defined in this Section 6 shall have the meanings  ascribed thereto in
the Agreement.)

     SECTION 7. RIGHTS AND  REMEDIES.  No delay or failure of the  Purchaser  in
exercising  any right,  power or  privilege  hereunder  shall affect such right,
power or  privilege,  nor shall any  single or partial  exercise  thereof or any
abandonment or discontinuance of steps to enforce such right, power or privilege
preclude any further exercise thereof or the exercise of any other right,  power
or privilege.  The rights and remedies of the Purchaser hereunder are cumulative
and not exclusive of any rights or remedies which the Purchaser  would otherwise
have.  Neither this Bond  Purchase  Agreement  nor any  provision  hereof may be
changed,  waived,  discharged  or  terminated  except by a statement  in writing
signed by each party against which enforcement of the change, waiver,  discharge
or termination is sought.

     SECTION  8.  EXTENT OF  COVENANTS;  NO  PERSONAL  LIABILITY.  The Bond is a
special  obligation  of the Issuer and the principal  of,  premium,  if any, and
interest  on the Bond are payable  solely  from,  and are secured  equally by, a
pledge of the  revenues  and are not  otherwise  an  obligation  of the  Issuer.
Anything in the Bond Documents to the contrary notwithstanding, neither the Bond
Documents nor any provision  thereof shall  constitute a pledge of the faith and
credit of the  Issuer  and the  holder of the Bond  shall  have no right to have
taxes levied for its payment either by the Issuer or any other taxing  authority
in the State.  No such covenant,  stipulation,  obligation or agreement shall be
deemed to be a covenant, stipulation,  obligation or agreement of any present or
future  member,  officer,  agent or  employee  of the  Issuer in his  individual
capacity, and no official executing any Bond Document shall be liable personally
on the Bond Documents or be subject to any personal  liability or accountability
by reason of the issuance and execution thereof.

     SECTION  9.  NOTICES.   All  notices,   certificates,   requests  or  other
communications  hereunder  shall be deemed to be  sufficiently  given  when hand
delivered or when mailed by  registered  or  certified  mail,  postage  prepaid,
addressed as follows:

     (a)  As to the Issuer, at:

          One West Exchange Street
          Providence, Rhode Island 02903
          Attention:  Treasurer

     (b)  As to the Purchaser, at:

          BankBoston, N.A.
          One BankBoston Plaza
          Providence, Rhode Island 02903
          Attention:  Mark Meiklejohn, Vice President

          With a copy to:

          Partridge Snow & Hahn
          180 South Main Street
          Providence, Rhode Island 02903
          Attention:  David Gilden, Esquire

     (c)  As to the Obligor, at:

          Uvex Safety Manufacturing, Inc.
          c/o Bacou USA, Inc.
          10 Thurber Blvd.
          Smithfield, Rhode Island 02917
          Attention: Winfield W. Major, Secretary

or to such other  place or places as the Issuer,  the Obligor and the  Purchaser
may designate by notice given  hereunder  for the purpose of receiving  notices,
certificates,  requests or other communications. Any notice given hereunder must
be addressed and delivered to all the parties to this Bond Purchase Agreement.

     SECTION  10.  APPLICABLE  LAWS.  This  Bond  Purchase  Agreement  shall  be
construed and enforced in  accordance  with and shall be governed by the laws of
the State.

     SECTION 11. PARTIES IN INTEREST.  All the terms and provisions of this Bond
Purchase  Agreement  shall be binding upon and shall inure to the benefit of the
Issuer,  the  Obligor,  the  Guarantor,   the  Purchaser  and  their  respective
successors and assigns and shall survive the issuance,  sale and delivery of the
Bond.

     SECTION 12. COUNTERPARTS. This Bond Purchase Agreement may be signed in any
number of  counterparts  with the same  effect as if the  signature  thereto and
hereto were upon the same  instrument.  Complete sets of  counterparts  shall be
lodged with the Issuer, the Obligor, and the Purchaser.


<PAGE>

     WITNESS the due execution hereof this 24th day of August, 1999.


                                     RHODE ISLAND INDUSTRIAL FACILITIES
                                      CORPORATION



Attest:                              By: /s/   John F. Sheehan
       ------------------------         ----------------------------------------
              Secretary                          Treasurer


                                     UVEX SAFETY MANUFACTURING, INC.



WITNESS:                             By: /s/ W. Stepan       /s/ Philip B. Barr
       -------------------------        ----------------------------------------
                                         Title: Chairman         Vice Chairman


                                     BACOU USA, INC.



WITNESS:                             By: /s/ W. Stepan      /s/ Philip B. Barr
        ------------------------         ---------------------------------------
                                         Title: Co-Chairman,     Executive Vice
                                                President, CEO   President, COO


                                     BANKBOSTON, N.A.



WITNESS:                             By: /s/ Mark J. Meiklejohn
        ------------------------        ----------------------------------------
                                         Title: Vice President