Exhibit 10.8

                                LICENSE AGREEMENT


     This License  Agreement (the "Agreement") is made this 20th day of October,
1998,  between  Gargoyles,  Inc.  ("Gargoyles"  or  "Licensor"),   a  Washington
corporation  having a principal  place of  business at 5866 South 194th  Street,
Kent,  Washington  98032, and Aearo Company ("Aearo" or "Licensee"),  a Delaware
corporation  having a  principal  place of  business  at 5457 West 79th  Street,
Indianapolis, Indiana 46268.

     WHEREAS,  Gargoyles is the owner of United States Patent No. 4,741,611 (the
"'611  Patent")  and the United  States  Design  Patent No.  270,165  (the "`165
Patent") (together, the "Patents").

     WHEREAS,  it is the  intent  of the  parties  that  Aearo be  permitted  to
continue to sell licensed  products (as herein  defined) in the markets in which
it currently  sells  protective  eyewear and not to  drastically  interfere with
Aearo's  sales in such  markets  nor expand  such  markets  except as  expressly
described herein.

     NOW THEREFORE, the parties agree as follows:

     1. Gargoyles hereby grants to Aearo and its  manufacturer  representatives,
manufacturers,   assemblers,  and  makers  a  world-wide,   paid-up,  perpetual,
non-cancelable, non-exclusive license ("License") to make, have made, use, sell,
and offer for sale any product  currently  marketed by Aearo that may be covered
by the patents, and all name changes,  variations and minor product improvements
("the Licensed Products").

     2. Aearo will pay  Gargoyles a one-time,  lump sum royalty in the amount of
$1.2 million for any past and future sales of the Licensed Products,  payable in
full on October 20, 1998.

     3.  Notwithstanding  paragraph 1, Aearo agrees that, during the life of the
`611 Patent,  it will not market,  sell or distribute  the Licensed  Products to
sunglass  specialty  stores  (including  but not  limited  to  Sunglass  Hut and
comparables  stores),  NASCAR and  related  track-side  sales  locations,  other
automotive stores (such as NAPA and Snap-On stores), country-western stores, and



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rodeos.  As to all other  sales under  paragraph  1, during the life of the `611
Patent,  Aearo will  position  Licensed  Products  as safety  eyewear at Aearo's
current range of safety  eyewear  prices by industry or product  segments  (plus
inflation),  although  nothing  in this  License  shall be  construed  to affect
Aearo's right to emphasize the fashionable aspects of the Licensed Products.

     4. In the event any sale by Aearo of any  Licensed  Products  to the United
States  military  would  displace  a royalty  to  Gargoyles  that  Gargoyles  is
receiving as a result of Gargoyles,  Inc. v. United States,  Aearo agrees not to
make such sale unless Aearo and Gargoyles can agree on alternative arrangements.

     5.  All  points  of  purchase  materials,  packaging  and  other  marketing
materials  used by Aearo with respect to the Licensed  Products will reflect the
positioning of the Licensed Products as safety eyewear.

     6. Neither parties' marketing  materials or product  promotions  reflecting
Licensed  Products or any eyewear  covered by the `611 Patent or the `165 Patent
will refer to the other party's  products or compare the other party's  products
to its own.

     7.  Any  dispute   arising  under  this  Agreement  shall  be  resolved  by
arbitration  in  Boston,  Massachusetts  pursuant  to the rules of the  American
Arbitration  Association,  provided,  however,  that  no  arbitration  shall  be
initiated until the following has been complied with: any party who believes the
other is in default of this  Agreement  shall  notify the other party in writing
describing the default and demanding that the party cure the default. If, within
60 days, the party cures the default,  then no arbitration shall be brought. If,
however,  after 60 days,  the party  does not cure the  default  or the  parties
cannot  otherwise  resolve the dispute,  then and only then can  arbitration  be
instituted.  The arbitrator may award the prevailing party the costs of bringing
the  arbitration,  including  attorneys'  fees, if and only if the other party's
position was not substantially justified. Nothing in this paragraph shall affect
the right or  either  party to seek  instructive  relief  provided  that no such
relief shall be sought until after the  expiration of the 60-day cure period and
provided  further that, after the party's motion for such relief is decided upon
by the trial court, the parties proceed to arbitration as provided herein.


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     8. This Agreement is effective as of October 20th, 1998.

     9. This  License  shall  not be  transferred  by Aearo to any third  party,
except  that any  rights to this  License  may be  transferred  to Cabot  Safety
Intermediate Corp. ("Cabot") and Cabot may in turn sublicense such rights solely
to Aearo.  For  purposes  of this  paragraph,  a transfer  shall not include any
merger,  reorganization,  or sale of all, or substantially all, of the assets or
stock of Aearo.

Gargoyles, Inc.:                      Aearo Company:



/s/ Leo Rosenberger                   /s/ Michael A. McLain
----------------------                ---------------------------------
Leo Rosenberger                       Michael A. McLain
CEO and CFO                           President and CEO