

                                  EXHIBIT 2(d)
                          STOCK REDEMPTION AGREEMENT


     This  Agreement  is  entered  into as of the 30th  day of May,  1997 by and
between  Comasec  International  S.A.,  a French  societe  anonyme  ("CISA") and
Pro-Tech Respirators, Inc., a Connecticut corporation (the "Corporation").

                              W I T N E S S E T H :

     WHEREAS,  the  Corporation  is the  surviving  corporation  pursuant  to an
Agreement and Plan of Merger (the "Merger")  between Comasec  Holdings,  Inc., a
Connecticut  corporation  ("CHINC"),  and  Pro-Tech  Respirators,  Inc., a Rhode
Island corporation ("Pro-Tech RI"); and

     WHEREAS,  CISA  desires to sell all of its  shares of capital  stock to the
Corporation and the Corporation  desires to redeem all of such shares of capital
stock on the terms and conditions hereinafter set forth;

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

     1. Effective immediately following the merger, the Corporation shall redeem
and CISA shall sell,  free and clear of all liens and  encumbrances,  all of the
shares of capital stock of the  Corporation  then held by CISA, for a redemption
price (the  "Redemption  Price") equal to the sum of $27,350,000 plus the amount
of the adjustments set forth in Section 1 of that certain  Agreement dated as of
April 14, 1997 by and between  Bacou S.A. and Bacou USA,  Inc. (as amended,  the
"Assignment Agreement").

     2. The Redemption Price shall be paid as follows:

          (a) The assignment to CISA of that certain $10,000,000 promissory note
     issued by Bacou S.A. to Pro-Tech RI, dated March 26, 1997; and

          (b) The assignment to CISA of that certain $18,000,000 promissory note
     issued by Bacou S.A. to Pro-Tech RI, dated March 27, 1997; and

          (c) The  balance by a  promissory  note issued by the  Corporation  to
     CISA, in form  substantially  similar to the notes described  above, in the
     amount  of the  balance  of the  Redemption  Price,  i.e.  the  adjustments
     referred to in paragraph one above.

     3. Any  withholding  taxes  should  be paid by the  Corporation.  CISA will
cooperate with the Corporation in obtaining any refund of such withholding taxes
in the event they are over-paid.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.

                                              COMASEC INTERNATIONAL, INC.


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


                                              PRO-TECH RESPIRATORS, INC.
                                              (a Connecticut corporation)


                                              By:/s/ Walter Stepan
                                                 -------------------------------
                                                 Name:  Walter Stepan
                                                 Title: Chairman
