

                                  EXHIBIT 10(c)

                           ADJUSTMENT PROMISSORY NOTE


                                                                   May 30, 1997

     FOR VALUE RECEIVED,  Pro-Tech Respirators,  Inc., a Connecticut corporation
("Maker"),  hereby  unconditionally  promises  to pay to the  order  of  Comasec
International, S.A., a French societe anonyme ("Holder"), in lawful money of the
United States of America and in immediately  available  funds,  principal amount
equal to the sum of: (a) the "Redemption Price", as that term is defined in that
certain  Stock  Redemption  Agreement  of even date  herewith by and between the
Maker and the Holder, minus (b) $28,000,000,  which sum is herein referred to as
the "Debt".  This Adjustment  Promissory Note (as amended or otherwise modified,
this "Note") evidences the unpaid principal amount of the Debt together with all
accrued and unpaid interest,  if any,  thereon.  The Debt shall be repaid on the
date and in the amount specified in this Note.

SECTION 1.  THE DEBT.

     (a) Maker shall repay the outstanding  principal amount of the Debt in full
on the "Maturity Date", ie. the date on which the  "Shareholders",  as that term
is defined in that certain Stock  Purchase  Agreement  entered into on April 14,
1997 (the  "Agreement")  between  Bacou S.A.  and Francis  Berend,  Pierre Alain
Berend,  Philippe  Berend and Pascal  Berend and the other  shareholders  of the
Holder,  and Bacou S. A. sign a  certificate  attesting  to the  payment  of any
amounts  determined  to be due under  Section  2.5 of the  Agreement  and of any
Intercompany  Indebtedness  owed by the  Shareholders  under  Section 7.3 of the
Agreement,  or the date on  which  Bacou  S.A.  receives  a copy of the  written
decision from  Deloitte and Touche  rendered  pursuant to Section  2.4(d) of the
Agreement, or at any time prior thereto.

     (b) The outstanding  principal amount of the Debt shall bear interest until
irrevocably paid in full at a per annum rate equal at all times to the overnight
deposit rate available at the Paris branch of Banque Nationale de Paris.

     (c) Accrued and unpaid interest shall be payable at the Maturity Date.

     (d) The principal amount of this Note may be prepaid,  in whole or in part,
at any time,  without premium or penalty.  Payments  (including all prepayments)
received by Holder from Maker on this Note shall be applied first to the payment
of accrued and unpaid interest  hereunder and only thereafter to the outstanding
principal balance of this Note.

SECTION 2. EVENTS OF DEFAULT;  REMEDIES.  If any of the  following  events shall
occur and be continuing (each such event, an "Event of Default"):

          (i) Maker fails to repay the principal amount of the Debt when due and
     such failure shall continue unremedied for five (5) days;

          (ii)  Maker  fails  to pay any  interest  hereunder  when due and such
     failure shall continue unremedied for five (5) days; or

          (iii) Maker shall be adjudicated insolvent, or fails to pay, or admits
     in  writing  its  inability  to pay its  debts as they  mature,  or makes a
     general  assignment for the benefit of creditors;  or Maker shall apply for
     or  consent  to the  appointment  of any  receiver,  custodian,  trustee or
     similar officer for it or for all or any substantial  part of its property,
     or such receiver,  custodian, trustee or similar officer shall be appointed
     without the  application or consent of Maker;  or Maker shall institute (by
     petition, application, answer, consent or otherwise), or take any action to
     authorize the institution of, any bankruptcy,  insolvency,  reorganization,
     arrangement,  readjustment  of debt,  dissolution,  liquidation  or similar
     proceeding  relating  to Maker under the laws of any  jurisdiction;  or any
     such proceeding shall be instituted (by petition, application or otherwise)
     against Maker and such proceeding  shall not be dismissed within sixty (60)
     days after being instituted;

then, (y) upon the occurrence of any Event of Default  described in clause (iii)
of this  Section 2, the unpaid  principal  amount  of,  and  accrued  and unpaid
interest on, the Debt shall  automatically  become  immediately due and payable,
together with all other amounts  payable under this Note,  without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by Maker,  and (z) upon the  occurrence  of any other  Event of  Default,
Holder may, at its option,  by written notice to Maker declare the entire unpaid
principal  amount of the Debt,  all interest  accrued and unpaid thereon and all
other amounts payable under this Note to be forthwith due and payable, whereupon
all  such  amounts  shall  become  and be  forthwith  due and  payable,  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby expressly waived by Maker.

SECTION 3.  MISCELLANEOUS

     (A)  REMEDIES ON  DEFAULT.  In the event that one or more Events of Default
shall  occur and be  continuing,  Holder may  proceed to protect and enforce its
rights by an action at law, suit in equity or other appropriate proceeding or by
pursuing any other power, privilege or remedy available under applicable law. No
course of dealing or delay on the part of Holder in  exercising  any such right,
power,  privilege  or remedy  shall  operate as a waiver  thereof  or  otherwise
prejudice  any  right,  power,  privilege  or remedy of Holder  and no single or
partial exercise by Holder of any such right,  power,  privilege or remedy shall
preclude  any further  exercise  thereof.  The rights,  powers,  privileges  and
remedies  afforded  to  Holder  under  this  Note are  cumulative  and shall not
preclude the assertion of any other rights,  powers,  privileges or remedies now
or  hereafter  available  to  Holder  under  this  Note,  at law,  in  equity or
otherwise.

     (B) WAIVERS,  ETC. No  modification or waiver of any provision of this Note
nor consent to any departure by Maker  therefrom shall in any event be effective
unless the same shall be in writing and executed by Holder, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose  for which  given.  No  notice  to or demand on Maker in any case  shall
entitle  Maker to any other or  further  notice or  demand in  similar  or other
circumstances.

     (C) REIMBURSEMENT OF EXPENSES. Maker agrees to reimburse Holder for its and
its agents' and representatives' reasonable out-of-pocket expenses in connection
with the  enforcement and collection of this Note. If this Note is placed in the
hands of an attorney for collection,  or collected  through  bankruptcy or other
proceedings,  or if suit is brought on this Note, Maker agrees to pay reasonable
attorneys'  fees,  costs and  expenses in addition  to all other  amounts  owing
hereunder.

     (D) DUE  AUTHORIZATION.  This Note has been duly  authorized,  executed and
delivered by Maker and  constitutes the legal,  valid and binding  obligation of
Maker  enforceable  against  Maker in accordance  with the terms and  provisions
hereof  subject to  general  equity  principles  and to  applicable  bankruptcy,
fraudulent transfer,  insolvency,  reorganization,  moratorium and other similar
laws from time to time in effect affecting the enforcement of creditors'  rights
generally  (regardless of whether such enforcement is considered in a proceeding
in equity or at law).

     (E) SUCCESSORS  AND ASSIGNS.  This Note shall be binding upon, and inure to
the  benefit  of,  Maker  and  Holder  and  their   respective   successors  and
assigns.

     (F) SEVERABILITY.  Should any provision of this Note be judicially declared
to be invalid,  unenforceable or void, such decision will not have the effect of
invalidating or voiding the remainder of this Note, and the parties hereto agree
that the  provision  of this Note so held to be invalid,  unenforceable  or void
will be deemed to have been stricken  herefrom and the  remainder  will have the
same  force and  effectiveness  as if such  provision  had never  been  included
herein.

     (G) DESCRIPTIVE HEADINGS. Section headings appearing in this Note have been
inserted for  convenience  of reference  only and shall be given no  substantive
meaning or  significance  whatsoever in construing  the terms and  provisions of
this Note.

     (H) GOVERNING LAW. THIS NOTE SHALL BE INTERPRETED  AND GOVERNED BY, AND THE
RIGHTS,  OBLIGATIONS  AND  LIABILITIES  OF MAKER AND THE HOLDER  HEREOF SHALL BE
DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS
PROVISIONS)  AND JUDICIAL  DECISIONS OF THE STATE OF RHODE ISLAND AND APPLICABLE
FEDERAL LAW.

     IN WITNESS  WHEREOF,  Maker has caused  this Note to be duly  executed  and
delivered as of the day and year set forth above.

                                         PRO-TECH RESPIRATORS, INC.


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

