
                                                                 Exhibit 2(b)

                                    AGREEMENT
                                    ---------


     This  Agreement is entered  into as of this 14th day of April,  1997 by and
between  Bacou S.A., a French  societe  anonyme  ("Buyer"),  Bacou USA,  Inc., a
Delaware corporation ("Bacou USA") (as amended,  this "Agreement").  Capitalized
terms used  herein and not  otherwise  defined  herein  shall have the  meanings
ascribed  thereto as set forth in the "Stock  Purchase  Agreement"  (as  defined
below).

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Buyer is a party to that certain Stock Purchase Agreement,  dated
as of April  14,  1997,  by and  among  Buyer and the  shareholders  of  Comasec
International,  S.A., a French societe anonyme (the "Company") (as amended,  the
"Stock Purchase Agreement"); and

     WHEREAS,  as a condition  to entering  into the Stock  Purchase  Agreement,
Buyer has required that Bacou USA enter into this Agreement;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged  by the parties  hereto,  Buyer and
Bacou USA hereby agree as follows:

     1.  Bacou  USA  agrees to  authorize  "CHINC"  (Comasec  Holding,  Inc.,  a
Connecticut  corporation) to redeem all of the issued and outstanding  shares of
capital stock of CHINC held by the Company (the  "Redemption")  for an aggregate
purchase  price of USD  27,350,000  plus (a) the total amount of after-tax  cash
consideration  paid to the US Subsidiaries  for the Divested  Subsidiaries as of
the  Effective  Date to the extent  such  consideration  is  retained  by the US
Subsidiaries after the Redemption;  minus (b) the sum of the total amount of the
Net Financial  Indebtedness  of the US  Subsidiaries as of the Effective Date to
the extent  such  indebtedness  remains  unpaid  after the  Redemption  plus the
Divestiture  Expenses,  if  any,  paid or  incurred  by any US  Subsidiary.  All
computations set forth in the immediately preceding clauses (a) and (b) shall be
determined in accordance with Article II of the Purchase Agreement.

     2. Buyer hereby  assigns to Bacou USA in  conformance  with section 10.4 of
the Stock Purchase Agreement, effective immediately upon the consummation of the
Merger,  all of its  right,  title and  interest  in, to and under the  Purchase
Documents  to the  extent  such  rights  relate  to any US  Subsidiary  (whether
pursuant to a  representation,  warranty or  covenant or  otherwise)  including,
without  limitation,  all of Buyer's  indemnification  rights under the Purchase
Documents  to the extent  such  rights  relate to  indemnification  claims  with
respect to any US Subsidiary  or any of its  Affiliates  or  "Subsidiaries"  (as
defined below) (whether  pursuant to a breach of a  representation,  warranty or
covenant  enuring to the  benefit  of,  binding  upon or  applicable  to such US
Subsidiary,  Affiliate or Subsidiary or otherwise)  and hereby agrees that Bacou
USA may exercise such rights directly against the applicable obligor (including,
without limitation, any one or more of the Shareholders).  If requested by Bacou
USA,  Bacou SA will make  demand  from time to time  under  the  Guarantees  for
indemnification  claims permitted under the Stock Purchase Agreement relating to
any US Subsidiary.  For purposes of this Agreement the term  "Subsidiary"  shall
mean (a) any Person in an  unbroken  chain of  Persons  beginning  with  Comasec
Holdings,  Inc., a  Connecticut  corporation  ("CHINC"),  if each of the Persons
other than the last Person in the unbroken  chain,  then owns equity  securities
possessing  50% or more of the total  combined  voting  power of all  classes of
equity securities in one of the other Persons in such chain, (b) any partnership
in which  CHINC or a  Subsidiary  of CHINC  is a  general  partner,  and (c) any
partnership in which CHINC or a Subsidiary of CHINC  possesses or is entitled to
a 50% or  greater  interest  in the  total  capital  or  total  income  of  such
partnership.

     3. Upon the  redemption  of CISA's  shares in CHINC,  Bacou SA shall notify
this assignment to the Seller's Representative (as defined in the Stock Purchase
Agreement) pursuant to the Article 1690 of the Civil Code.

     4.  Bacou  USA  hereby  assumes  and  agrees  to  perform  all  of  Buyer's
obligations under the Purchase  Documents to the extent such obligations  relate
to or are to be performed by any US Subsidiary.

     5. Bacou USA and Buyer  each  hereby  agree to provide  the other with such
cooperation  as may  reasonably be requested,  at the expense of the  requesting
party,  in connection  with the  transactions  contemplated  by this  Agreement,
including,  without limitation (a) the Merger, (b) the defense of any claim that
may be  asserted  against  Buyer or Bacou USA by any Seller  under any  Purchase
Document,  and (c) the  assertion  or pursuit of any claim that may be  asserted
against  any  Seller  by Buyer or Bacou  USA under  any  Purchase  Document.  In
addition,  Buyer shall deliver to Bacou USA promptly  following the consummation
of the Merger  complete and correct minute books,  stock  certificate  books and
stock transfer  ledgers of each US Subsidiary and the stock  certificates of the
Subsidiaries  of CHINC.  Each of the Buyer and Bacou USA shall make available to
the other such books and records of the Company and the  Purchased  Subsidiaries
in its  possession or over which it has control as may be required by such other
party in connection with (a) any legal, regulatory or administrative  proceeding
(including,  without limitation,  any Tax audit or investigation) relating to or
concerning any US Subsidiary, or (b) any covenant,  indemnity or other agreement
of,  applicable to,  binding upon or for the benefit of any US Subsidiary  under
any Purchase  Document.  Such books and records will be open for inspection upon
reasonable notice during regular business hours. Neither the Buyer nor Bacou USA
shall be required  to provide  the other with such books and records  already in
its  possession  and  neither the Buyer nor Bacou USA shall be required to treat
the books and records of the Company or any Purchased Subsidiaries other than in
accordance with their regular document retention practices.

     6. In the  event  that (a)  Buyer or its  subsidiaries  shall  receive  any
payments (including,  without limitation,  insurance proceeds) or other property
to which a US Subsidiary is entitled, or (b) Bacou USA or its subsidiaries shall
receive any payments  (including,  without  limitation,  insurance  proceeds) or
other property to which the Company or any Purchased Subsidiary (other than a US
Subsidiary) is entitled, then Buyer or Bacou USA, as the case may be, shall hold
any amount or  property  so  received in trust for the benefit of the Company or
the  applicable  Purchase  Subsidiary,  as the case may be,  and shall  promptly
deliver  the same,  in the form  received  with all  necessary  endorsements  or
documents of transfer, to Bacou USA or Buyer, respectively.

     7.  Notwithstanding  anything to the contrary  contained  herein,  Bacou SA
acknowledges  that the rights and  obligations  of Bacou USA under the Agreement
are subject to the approval by the Oversight Committee of the Board of Directors
of Bacou  USA of the  fairness  of the  transactions  contemplated  hereby  with
respect  to  Bacou  USA.  Such  approval  by the  Oversight  Committee  shall be
conclusively  deemed to have been received  unless Bacou USA shall have notified
Bacou SA at least two  business  days prior to the  Closing  under the  Purchase
Agreement that Bacou USA is terminating this Agreement because such approval has
not been obtained. In the event Bacou USA shall give such notice of termination,
this Agreement shall immediately become null and void and of no further force or
effect.

     8. No amendment of any  provision of this  Agreement  shall in any event be
effective, unless the same shall be in writing and signed by the parties hereto.
Any failure of any party to comply with any  obligation,  agreement or condition
hereunder may only be waived in writing by the other party but such waiver shall
not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.  No failure by any party to take any action  against any breach of this
Agreement  or  default  by the other  party  shall  constitute  a waiver of such
Party's right to enforce any provision hereof or to take any such action.

     9. Notices hereunder shall be given as provided in the Purchase  Agreement,
however,  notices to Bacou USA shall be delivered to it at 10 Thurber Boulevard,
Smithfield,  Rhode Island 02917, Attention:  Philip B. Barr, Jr., Telephone No.:
(401) 232-1200, Telecopier No.: (401) 232-2230.

     10. This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same Agreement.

     11. This Agreement shall bind and inure to the benefit of the parties named
herein and their respective heirs, successors and assigns.

     12. This  Agreement  shall be governed by and construed in accordance  with
the internal substantive laws of France, without giving effect to the principles
of conflicts of laws thereof.

     13. In the event that any  provision  of this  Agreement  is  declared by a
court  of  competent   jurisdiction  or  arbitration  tribunal  to  be  void  or
unenforced,  the parties hereto  expressly agree that such void or unenforceable
provision shall be deemed severed from this Agreement, and the remainder of this
Agreement  shall not be  affected  thereby  and shall  remain in full  force and
effect to the  extent  feasible  in the  absence  of the void and  unenforceable
provision.  The parties furthermore agree to execute and deliver such amendatory
contractual  provisions to accomplish  lawfully as nearly possible the goals and
purposes of the provision so held to be void or unenforceable.

     IN WITNESS WHEREOF,  each of Buyer and Bacou USA have caused this Agreement
to be duly executed and delivered as of the date first set forth above.

                                        BACOU S.A.



                                        By:/s/   Philippe Bacou
                                             ----------------------------------
                                        Name:    Philippe Bacou
                                        Title:   Chairman

                                        BACOU USA, INC.


                                        By:/s/   Walter Stepan
                                             ----------------------------------
                                        Name:    Walter Stepan
                                        Title:   Vice Chairman, President
                                                 and CEO


                                        By:/s/   Philip B. Barr, Jr.
                                             -----------------------------------
                                        Name:    Philip B. Barr, Jr.
                                        Title:   Executive Vice President


