

                                  EXHIBIT 2(c)

First Amendment to that certain Stock Purchase Agreement (the "Agreement") dated
April 14, 1997 by and among BACOU S.A. and Francis Berend,  Pierre Alain Berend,
Philippe  Berend,  Pascal Berend and the other  sellers,  parties  hereto,  with
respect to all of the Outstanding Capital Stock of COMASEC INTERNATIONAL S.A.

                                    Preamble

Whereas, the parties to the Agreement wish to confirm certain clarifications and
modifications to the terms thereof;

NOW, THEREFORE, the parties hereto have agreed as follows:

Article 1.  Recapitalization of Interspiro AB

Because of Swedish corporate  regulations  relating to companies with a negative
shareholders'  equity,  Interspiro AB had to be recapitalized in an amount of SK
25 million by transforming an intercompany payable to Interspiro Holdings,  Inc.
into  capital.  This  decision,  which  represents  a  breach  of  the  Sellers'
obligation to operate the Purchased Subsidiaries in the ordinary course, was not
notified to the Buyer. The Buyer hereby consents to this decision and waives any
claims against the Sellers as a result thereof.

Article 2.  SBC and STM

The  parties  have  agreed to deal with the status of STM and SBC in  accordance
with the terms of the letter attached hereto as Appendix 1.

Article 3.  Interspiro Holding Inc.

The parties agree to amend the definition of Divested Interspiro Subsidiaries by
including Interspiro Holding Inc. Concurrently with the sale of this company the
parties agree that its paid-in  capital will be increased in accordance with the
terms of Appendix 2 hereto.  After this capital increase it is expected that the
shareholders' equity of Interspiro Holding Inc. shall be approximately zero; the
addition of this company among the Interspiro Divested Subsidiaries will thus be
for one Thousand Francs (FF 1,000).

Article 4.  Certain Glove Divested Subsidiaries

The parties acknowledge that Comasec GmbH, Comasec NV and Comasec Spa which form
part of the Glove Divested  Subsidiaries  may not be completely  conveyed out of
the Combined Group before the Closing.  The Sellers'  undertake to indemnify and
to hold  harmless  the Buyer  and its  Affiliates  for any  costs,  expenses  or
liabilities  arising out of the ownership or operation of these  entities in the
post-Closing  period. The Sellers also undertake to take all necessary action to
consummate the  conveyance of these  entities as quickly as possible.  The Buyer
shall cause its Affiliates to provide all reasonable assistance to this end.

Article 5.  Incomplete and Up-dated Disclosure Schedules

Appendix 4 contains Schedules which were left incomplete at the signature of the
Agreement. Appendix 4 also contains the information necessary to up-date certain
Schedules  to the  Agreement  in order to make  them  true and  complete  at the
Closing.

Article 6.  Bank Guarantees of the Company

As of the date  hereof,  the Company has an  outstanding  guarantee  in favor of
Banque  Paribas in an amount of FF 13 million.  This  guarantee  supports  loans
advanced by Paribas to Comasec S.A. The Sellers undertake to reimburse, by close
of business on May 30, 1997, to Paribas the amount of the  outstanding  advances
of  approximately  FF 8.3 million.  The Sellers  further  undertake (i) to cause
Comasec  not to make  any  further  drawings  in  connection  with  the  Paribas
guarantee and (ii) to deliver the cancelled guarantee to the Buyer no later than
June 7, 1997.

Article 7.  Shares of Comasec Holdings, Inc.

The opinion of Alter and  Sherwood,  LLC  delivered  at the Closing  pursuant to
Section  6.2(c) of the  Agreement  varies  from the form of opinion set forth as
Exhibit  B to the  Agreement  due to the  omission  of  four  share  certificate
cancellations in the stock ledger of Comasec Holdings,  Inc. The cancellation of
1,250 shares of class B Common  non-voting Stock represented by Certificate Nos.
B-101,  B-102,  B-103 and B-104  originally  issued  to Warren G.  Delaney  (the
"Missing Certificates") is established by certain documentary evidence which the
Sellers will provide to the Buyer.  The Sellers'  undertake to indemnify  and to
hold  harmless  the  Buyer  and  its  Affiliates  for  any  costs,  expenses  or
liabilities  arising out of any claim by any Person or Governmental Entity which
is based upon the status of the Missing Certificates.

Article 8.  Bank Accounts

Sellers  provided to Buyer a list of bank  accounts on May 29, 1997  pursuant to
Section  5.6 of  the  Agreement.  Considering  the  administrative  requirements
necessary to effect changes in the signatories for such accounts,  Sellers agree
as  follows:   (1)  to  cooperate  with  Buyer  and  to  execute  all  necessary
documentation  to  effect  fully any  changes  desired  by Buyer in the  persons
authorized as signatories thereon or to act or deal in connection therewith; (2)
to cease, and to cause all other signatories (other than officers of or those in
the employ of Buyer,  the Company or the Purchased  Subsidiaries  after the date
hereof  ("Permitted  Signatories")) to cease to sign, act or otherwise deal with
all such accounts or safe deposit boxes on and after the date hereof; and (3) to
indemnify  and to hold  harmless  the Buyer and its  Affiliates  for any amounts
drawn by persons other than Permitted Signatories.

Article 9. U.S. Tax Group,  Taxes for Period  Ending May 30, 1997;  Intercompany
Obligations  for Taxes;  Shareholder  Obligation  for Taxes;  Calculation of Net
Financial Indebtedness

Upon  consummation  of the sale of CISA shares by the Sellers to the Buyer,  the
tax year of the U.S. Tax Group (consisting of CHINC,  Comasec,  Inc., Survivair,
Inc.,  Interspiro Holdings,  Inc. and Interspiro,  Inc.) will end, requiring the
filing of a final U.S.  tax return for the US Tax Group and payment of any taxes
owed (taking  into  account the final amount of tax due and any prior  estimated
tax payments).

An amount of U.S.  tax has been  accrued on the books of each of the  members of
the U.S. Tax Group,  resulting in intercompany  accounts  payable and receivable
for taxes.  Such amounts,  if settled at the closing date in the manner of other
intercompany  account payable and  receivable,  would have changed the amount of
cash at CHINC  and  would  have  increased  the price to be paid by Buyer to the
Sellers.  Upon  payment of the taxes for the period  ended May 30,  1997,  CHINC
would have received reimbursement from the Sellers for such amount.

In lieu of the parties  treating such accounts  receivable  and payable as cash,
increasing the purchase price and reimbursing  the taxes payable,  such accounts
receivable  and  payable  shall  not be  treated  as cash  for  purposes  of the
calculation of Net Financing  Indebtedness  and the purchase price to be paid by
Buyer shall not be increased to reflect such amounts;  provided,  however,  that
each of Comasec,  Inc.,  Interspiro  Holdings,  Inc. and Interspiro,  Inc. shall
remit to CHINC  their share of the taxes  payable by the U.S.  Tax Group and the
Shareholders  shall remit to CHINC the balance of any taxes  payable by the U.S.
Tax Group, in each case not later than June 16, 1997, or, if later, two business
days  following the  calculation  of the amount of taxes payable by the U.S. Tax
Group for the period January 1, 1997 to May 30, 1997.

Article 10.  Miscellaneous

The signature of this First  Amendment by the persons listed as "Sellers"  below
who have not executed the Agreement  shall be deemed as signature by them of the
Agreement as contemplated by Section 5.17 thereof.

Capitalized terms used herein without definition shall have the meaning given to
them by the corresponding definition in the Agreement.

Except as specifically amended hereby, the terms and conditions of the Agreement
shall continue in full force and effect and shall apply to this First Amendment,
which shall be deemed to be one of the Purchase Documents.

It is  further  provided  that  the  above  shall in no way  limit or alter  the
representations and warranties made by the Sellers in the Agreement and that the
Buyer shall be indemnified  pursuant to Article VIII of the Agreement in case of
a breach of the said representations and warranties.

IN WITNESS  WHEREOF,  the parties  hereto have executed this document on May 30,
1997, in two (2) original copies.

Buyer:

BACOU S.A.


/s/ Philippe Bacou
----------------------------
By Philippe Bacou
Chairman


Sellers:

                                                     FRADEN SC


/s/ Francis Berend                                   /s/ Francis Berend
-----------------------------                        ---------------------------
Francis Berend                                       by Francis Berend
                                                     Manager


                                                     FINANCIERE de VIGAN SC


/s/ Pierre-Alain Berend                              /s/ Pierre-Alain Berend
-----------------------------                        ---------------------------
Pierre-Alain Berend                                  by Pierre-Alain Berend


                                                     HELP FINANCE SC


/s/ Philippe Berend                                  /s/ Philippe Berend
-----------------------------                        ---------------------------
Philippe Berend                                      by Philippe Berend
                                                     Manager


                                                     PACLAU SC


/s/ Claude-Pascal Berend                             /s/ Claude-Pascal Berend
-----------------------------                        ---------------------------
Claude-Pascal Berend                                 Claude-Pascal Berend
                                                     Manager


/s/ Denyse Berend
-----------------------------
Denyse Berend


