


                          REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement is made and entered into as of September
30, 1997, by and among Bacou USA, Inc., a Delaware  corporation  ("Bacou"),  and
each  Person  identified  on  Schedule 1 attached  hereto and made a part hereof
(collectively, the "Sellers" and individually a "Seller") (this "Agreement").

                                R E C I T A L S:

     WHEREAS,  this  Agreement  is  made in  connection  with  the  transactions
contemplated by that certain Agreement and Plan of Merger, dated as of September
30, 1997, by and among Bacou,  ISH  Transaction,  Inc., a Delaware  corporation,
Biosystems,  Inc., a Pennsylvania  corporation (the "Company"),  and the Sellers
(the "Merger Agreement"); and

     WHEREAS,  Bacou has agreed to provide Sellers  certain demand  registration
rights and  "piggyback"  registration  rights with  respect to the  "Registrable
Securities" (as  hereinafter  defined) in accordance with the terms set forth in
this Agreement;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows  (capitalized  terms  used  herein  without  definition  shall  have the
meanings set forth in the Merger Agreement):

     1. Securities Subject to this Agreement.  The term "Registrable Securities"
means any shares of Bacou  Common  Stock  issued to any Seller  pursuant  to the
terms of the Merger Agreement.  The shares of Bacou Common Stock to be issued to
Sellers  by  Bacou  pursuant  to the  transactions  contemplated  by the  Merger
Agreement shall be duly  authorized and issued shares of such Common Stock.  The
shares of Bacou Common Stock issued to Sellers as the Initial Purchase Price and
as the Earnout Amount shall not be registered under the Act. With respect to the
unregistered  shares  of  Bacou  Common  Stock,  Sellers  shall  make  customary
investment  representations associated with the private placement of securities.
However,  Bacou  agrees  that each  Seller  shall be able to sell such shares of
Bacou Common Stock registered in the name of such Seller under the provisions of
Rule 144 of the Securities and Exchange Act of 1934, as amended,  commencing one
year following the Closing, or other available exemption from registration, and,
in  addition,  Sellers  shall be  entitled  to demand  registration  rights  and
"piggyback" registration rights, as contemplated by this Agreement, with respect
to such shares of Bacou Common Stock.

     2. Demand Registration.

     (a) Each of J. F. Burt, Jr. ("Burt") and Edward H. Kaplan  ("Kaplan") shall
be entitled to one demand registration right (each a "Demand  Registration") (i)
with respect to the Registrable  Securities  issued to him as his pro rata share
of the  Initial  Purchase  Price,  exercisable  at any time  within  three years
following the issuance of such Registrable Securities,  and (ii) with respect to
the  Registrable  Securities  issued to him as his pro rata share of the Earnout
Amount,  exercisable  at any time within three years  following  the issuance of
such Registrable Securities.

     (b) With respect to an exercise of a Demand  Registration by either Burt or
Kaplan,  such person (the  "Demanding  Party")  shall make a written  request to
Bacou for  registration  under and in accordance with the provisions of the Act,
of not less than 100,000 shares of the Registrable  Securities registered in the
name of such  Demanding  Party at such time.  Such  request  shall  specify  the
aggregate  amount  of  the  Registrable  Securities  to be  registered  by  such
Demanding  Party and shall also  specify  the  intended  methods of  disposition
thereof. Bacou shall not be deemed to have effected a Demand Registration unless
and until a  "Registration  Statement" (as defined below) covering the requested
amount of  Registrable  Securities is declared  effective by the  Securities and
Exchange  Commission  (the "SEC"),  and such  Registration  Statement shall have
remained  effective for a period of at least 180 days,  not counting days during
which trading shall have been suspended pursuant to Section 2(e) or 4(e) hereof.

     (c) Bacou  agrees to file  with the SEC as soon as  reasonably  practicable
after a request for Demand Registration, but in no event later than the later of
(i) ninety (90) days (one  hundred  twenty (120) days if Form S-1 is used) after
such request for Demand Registration,  and (ii) in the event Bacou exercises its
right to delay the filing of a Registration  Statement  pursuant to Section 2(e)
hereof,  fifteen (15) days after the end of the period during which Bacou delays
such filing, a registration statement on any appropriate form (the "Registration
Statement")  with respect to all of the Registrable  Securities  requested to be
included in such Demand  Registration in accordance with the foregoing,  subject
to Sections 2(e) and 4(e) hereof.  Bacou agrees to use its reasonable efforts to
have  the  Registration  Statement  declared  effective  by the  SEC as  soon as
reasonably  practicable after such filing and to keep the Registration Statement
continuously effective for a period of one hundred eighty (180) days. Subject to
Section 4(e) hereof, Bacou further agrees, if necessary,  to supplement or amend
a Registration Statement, as required by the registration form utilized by Bacou
or by the instructions applicable to such registration form or by the Act or the
rules and regulations thereunder.

     (d) Whether registered pursuant to a Demand Registration or the exercise of
"piggyback" registration rights hereunder, the expenses of registration shall be
borne by Bacou and the  expenses of sale  (including  any  commission  or "gross
spread")  shall be borne by the Seller  whose  Registrable  Securities  are sold
pursuant to such registration.

     (e)  Bacou  shall  have the right to delay  the  filing  of a  Registration
Statement pursuant to the exercise of a Demand Registration by a Demanding Party
and to  suspend  the  effectiveness  of any such  Registration  Statement  for a
reasonable period of time (not exceeding one hundred twenty (120) days) if Bacou
furnishes to such  Demanding  Party a certificate  signed by the Chairman of the
Board or the President of Bacou stating that Bacou has  determined in good faith
that effecting such  registration at such time would adversely affect a material
financing,  acquisition,  disposition  of  assets  or  stock,  merger  or  other
comparable  transaction  or would  require  Bacou to make public  disclosure  of
information the public  disclosure of which would have a material adverse effect
upon Bacou.

     3. Holdback Agreements.

     Each  Seller  agrees not to effect any public sale or  distribution  of the
class of  securities  being  registered or a similar  security of Bacou,  or any
securities  convertible into or exchangeable or exercisable for such securities,
including  a sale  pursuant  to Rule  144  under  the Act,  during  the ten (10)
business days prior to, and during the 90-day period beginning on, the effective
date of the Registration Statement (except as part of such registration), if and
to the extent timely notified in writing by Bacou.

     4. Registration Procedures.

     Whenever a Demanding Party has requested that any Registrable Securities be
registered  pursuant  to  Section  2 of  this  Agreement,  Bacou  will  use  its
reasonable  best  efforts  to  effect  the  registration  and  the  sale of such
Registrable  Securities and, in connection with any such request,  Bacou will as
expeditiously as possible:

     (a)  prepare  and file with the SEC a  Registration  Statement  and use its
reasonable  best  efforts  to  cause  such  Registration   Statement  to  become
effective;

     (b)  prepare  and  file  with the SEC such  amendments  and  post-effective
amendments  to such  Registration  Statement  as may be  necessary  to keep such
Registration Statement effective for as long as such registration is required to
remain  effective  pursuant  to the terms  hereof,  cause the  prospectus  to be
supplemented by any required prospectus supplement, and, as so supplemented,  to
be filed pursuant to Rule 424 under the Act;

     (c)  furnish  to such  Demanding  Party at least  one  signed  copy of such
Registration  Statement and any post-effective  amendments  thereto,  as soon as
such documents  become  available to Bacou,  and such number of conformed copies
thereof and such number of copies of the prospectus  (including each preliminary
prospectus)  and any  amendments  or  supplements  thereto,  and  any  documents
incorporated  by  reference  therein,  as such  Demanding  Party may  reasonably
request as soon as such documents become available to Bacou;

     (d) on or  prior  to the  date on  which  such  Registration  Statement  is
declared effective,  use its reasonable best efforts to register or qualify such
Registrable  Securities  under  such other  securities  or blue sky laws of such
jurisdictions  as such Demanding  Party  reasonably  requests and do any and all
other acts and things which may be  reasonably  necessary or advisable to enable
such Demanding Party to consummate the disposition in such jurisdictions of such
Registrable Securities;  provided that Bacou will not be required to (i) qualify
generally  to do business in any  jurisdiction  where it would not  otherwise be
required to qualify but for this  paragraph  (d), (ii) subject itself to general
taxation  in any such  jurisdiction,  or (iii)  consent  to  general  service of
process in any such jurisdiction;

     (e) notify  such  Demanding  Party at any time  during  which a  prospectus
relating to such  Registrable  Securities is required to be delivered  under the
Act  of  the  happening  of  any  event  (including,   without  limitation,  the
involvement of Bacou in a material financing, acquisition, disposition of assets
or stock, merger or other comparable transaction (a "Material  Transaction")) as
a  result  of which  the  prospectus  included  in such  Registration  Statement
contains an untrue  statement of a material  fact or omits to state any material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and Bacou will  reasonably  promptly  prepare a supplement  or
amendment to such prospectus so that, as thereafter  delivered to the purchasers
of such  Registrable  Securities,  such  prospectus  will not  contain an untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or  necessary  to make the  statements  therein not  misleading;
provided,  however, that if such event relates solely to a Material Transaction,
Bacou shall not be obligated to prepare  such  supplement  or amendment if Bacou
determines  not to proceed with such  Material  Transaction  and  notifies  such
Demanding Party of such determination;

     (f) notify such  Demanding  Party of any stop order or other  suspension of
effectiveness of such Registration Statement;

     (g) use its  reasonable  best efforts to obtain the withdrawal of any order
suspending  the  effectiveness  of such  Registration  Statement at the earliest
possible time;

     (h) notify  such  Demanding  Party  promptly of the receipt by Bacou of any
notification  with  respect  to the  suspension  of the  qualification  of  such
Registrable Securities for sale in any jurisdiction;

     (i) use its  reasonable  best  efforts  to  obtain  the  withdrawal  of any
suspension of the  qualification  of such  Registrable  Securities for sale in a
certain jurisdiction at the earliest possible time; and

     (j) subject to Section 2(e) hereof, use its reasonable best efforts to take
all  other  steps  necessary  to effect  the  registration  of such  Registrable
Securities contemplated hereby.

     Such Demanding Party shall furnish to Bacou such information  regarding the
distribution of such Registrable  Securities and such other information relating
to him and his ownership of such  Registrable  Securities as Bacou may from time
to time reasonably request in writing.

     Each Demanding  Party agrees that, upon receipt of any notice from Bacou of
the occurrence of any event of the kind  described in Section 4(e) hereof,  such
Demanding  Party will  forthwith  discontinue  disposition  of such  Registrable
Securities  pursuant  to such  Registration  Statement  until his receipt of the
copies of the  supplemented or amended  prospectus  contemplated by Section 4(e)
hereof (or, in the event of a Material Transaction,  until his receipt either of
such  supplemented or amended  prospectus or of notice from Bacou that Bacou has
determined not to proceed with such Material Transaction) and, if so directed by
Bacou,  such Demanding Party will deliver to Bacou (at the expense of Bacou) all
copies of the prospectus  covering such  Registrable  Securities  current at the
time of receipt of such notice. With respect to any Material  Transaction,  each
Demanding Party agrees that he shall keep all information and documents relating
thereto confidential and shall not disclose such information or documents to any
Person unless and until Bacou makes a public disclosure with respect thereto and
then only to the extent of such disclosure.

     5. Indemnification.

     (a) Bacou  agrees to indemnify  and hold  harmless,  to the fullest  extent
permitted by law, each Seller against all losses, claims,  damages,  liabilities
and expenses  (including  reasonable costs of investigation  and legal expenses)
(collectively  "Damages")  arising  out of or based  upon any  untrue or alleged
untrue  statement of a material fact  contained in any  Registration  Statement,
prospectus or preliminary prospectus prepared pursuant to such Seller's exercise
of a  Demand  Registration  pursuant  to  Section  2  hereof  or  a  "piggyback"
registration pursuant to Section 6 hereof or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein (in the case of a prospectus or preliminary  prospectus,
in  light of the  circumstances  under  which  they are  made)  not  misleading;
provided,  however,  the  foregoing  indemnity  shall not apply with  respect to
Damages  incurred by a Seller to the extent the same are caused by or  contained
in any  information  with respect to a Seller  furnished to Bacou by a Seller in
writing for use therein;  and provided further the foregoing indemnity shall not
inure to the  benefit of any Seller on account of any Damages  arising  from the
sale of any  Registrable  Securities to any Person by such Seller if such Seller
failed to send or give a copy of the  prospectus,  as the same may be amended or
supplemented,  to such Person within the time required by the Act and the untrue
statement or alleged untrue  statement of a material fact or omission or alleged
omission  to  state a  material  fact  in such  prospectus  was  corrected  in a
supplemental  prospectus filed as part of a Registration Statement and copies of
the supplemental prospectus were made available to such Sellers (as the same may
be amended or supplemented).

     (b) In connection with a Registration Statement,  prospectus or preliminary
prospectus covering  Registrable  Securities and prepared pursuant to a Seller's
exercise of a Demand Registration  pursuant to Section 2 hereof or a "piggyback"
registration pursuant to Section 6 hereof, the applicable Seller will furnish to
Bacou, in writing,  such  information and affidavits with respect to such Seller
as Bacou  reasonably  requests  for use in  connection  with  such  Registration
Statement  or  prospectus  and agrees to  indemnify  and hold  harmless,  to the
fullest extent  permitted by law Bacou, the directors,  officers,  employees and
agents and each Person who controls  Bacou (within the meaning of the Act),  and
any investment  advisor  thereof or agent therefor  against any losses,  claims,
damages,  liabilities  and  expenses  resulting  from any untrue  statement of a
material  fact or any omission of a material  fact required to be stated in such
Registration  Statement or  prospectus  or any  amendment  thereof or supplement
thereto or necessary to make the statements therein (in the case of a prospectus
or preliminary  prospectus,  in light of the circumstances under which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement  or  omission  is  contained  in or  failed  to be  contained  in  any
information or affidavit with respect to such Seller so furnished by such Seller
for inclusion therein.

     (c) Any Person entitled to indemnification  hereunder agrees to give prompt
written notice to the indemnifying party after the receipt by such Person of any
written notice of the  commencement  of any action,  suit or proceeding  against
such Person or investigation  thereof made in writing for which such Person will
claim  indemnification or contribution pursuant to this Agreement and, unless in
the  reasonable  judgment of such  indemnified  party a conflict of interest may
exist between such indemnified party and the indemnifying  party with respect to
such claim,  permit the  indemnifying  party to assume the defense of such claim
with  counsel  reasonably   satisfactory  to  such  indemnified  party.  If  the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim,  it will not be  obligated  to pay the fees and expenses of more than one
counsel with respect to such claim, unless in the reasonable judgment of counsel
to such  indemnified  party a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying  party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.  No indemnifying party will
consent to entry of any  judgment  or enter into any  settlement  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  indemnified  party of a release  from all  liability in respect of such
claim or litigation. The indemnifying party will not be subject to any liability
for any  settlement  made without its consent,  which shall not be  unreasonably
withheld.

     (d)  If the  indemnification  provided  for  in  this  Section  5 from  the
indemnifying  party is, for any  reason,  unavailable  to an  indemnified  party
hereunder in respect of any losses,  claims,  damages,  liabilities  or expenses
referred to herein,  then the indemnifying  party, in lieu of indemnifying  such
indemnified  party,  shall  contribute  to the  amount  paid or  payable by such
indemnified  party as a result of such losses,  claims,  damages  liabilities or
expenses in such  proportion as is  appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions or
inactions  which  resulted  in such  losses,  claims,  damages,  liabilities  or
expenses, as well as any other relevant equitable  considerations.  The relative
fault of such indemnifying party and indemnified  parties shall be determined by
reference to, among other things, whether any action in question,  including any
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission to state a material  fact,  has been made by, or relates to information
supplied by, such indemnifying  party or indemnified  parties,  and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such  action.  The amount paid or payable by a party as a result of the
losses,  claims,  damages,  liabilities and expenses  referred to above shall be
deemed to include,  subject to the limitations set forth in Section 5(c) hereof,
any  legal  or other  fees or  expenses  reasonably  incurred  by such  party in
connection with any investigation or proceeding.

     (e) This Section 5 shall remain in full force and effect  regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any indemnified party.

     6. Piggyback Registration.

     (a) Subject to the terms of this Agreement,  in the event Bacou  determines
to register any of its equity securities  (including,  without  limitation,  any
Registrable  Securities),  whether pursuant to a Demand Registration pursuant to
Section 2 hereof or otherwise  and whether for its own account or the account of
a security holder or holders,  other than (i) a registration  relating solely to
employee  benefit plans,  or (ii) a registration  relating  solely to a Rule 145
transaction,  on or prior to the  "Termination  Date" (as defined below),  Bacou
shall give each Seller  prompt  written  notice of such  proposed  registration.
Subject to the "Company  Registration  Cutback" (as defined below), a Seller may
elect to include all or any part of the Registrable Securities registered in the
name of  such  Seller  at  such  time in  such  registration  (and  any  related
qualification under blue sky laws or other compliance),  and in any underwriting
involved  therein,  by sending a written  request to Bacou  within ten (10) days
after  such  Seller's  receipt of Bacou's  written  notice and such  Registrable
Securities,  subject to the Company Registration  Cutback,  shall be included in
such  registration (and any related  qualification  under blue sky laws or other
compliance), and in any underwriting involved therein.

     (b) If the  registration  of which Bacou gives  notice  pursuant to Section
6(a) hereof is for a registered public offering involving an underwriting, Bacou
shall so advise each Seller as a part of such written notice. In such event each
Seller's right to  registration  pursuant to this Section 6 shall be conditioned
upon such Seller's  participation in such underwriting and the inclusion of such
Seller's  Registrable  Securities  in the  underwriting  to the extent  provided
herein.  All holders  proposing  to  distribute  their  securities  through such
underwriting shall (together with Bacou) enter into an underwriting agreement in
the form  agreed  to by Bacou and the  managing  underwriter  selected  for such
underwriting by Bacou. Notwithstanding any other provision of this Section 6, if
the  managing  underwriter  determines  the  number  of shares  requested  to be
included in the registration  exceeds the number which can be sold in an orderly
manner in such  offering  within a price range  acceptable to Bacou or marketing
factors  require a  limitation  of the  number of shares to be  underwritten  on
behalf of Bacou (the "Company Registration Cutback"), then Bacou will include in
such  registration,  to the  extent of the  number  and type  which  Bacou is so
advised can be sold in (or during the time of) such offering without such effect
on the price,  first,  all  securities of Bacou proposed to be sold by Bacou for
its own account,  second,  all  securities  of Bacou being sold  pursuant to any
demand registration rights held, at any time, by any Person other than a Seller,
third,  all  securities  of  Bacou  being  sold  pursuant  to  the  exercise  of
"piggyback"  registration  rights  held by any of the six  parties  set forth on
Schedule 2 attached  hereto and made a part  hereof,  which relate to a total of
13,860,000 shares of Bacou Common Stock, and finally, the Registrable Securities
requested by Sellers to be included in such  registration,  on a pro rata basis,
and any other securities of Bacou requested to be included in such registration.
In the  event a Company  Registration  Cutback  results  in less than all of the
securities  of  a  particular   category,   to  actually  be  included  in  such
registration,  then the  number  of  securities  of such  category  that will be
included in such registration  shall be shared pro rata among all of the holders
of  securities  of such  category  that were  requested  to be  included in such
registration based on the number of shares registered in the name of each holder
of securities of such category.

     (c)  The  rights  granted  to  Sellers  pursuant  to this  Section  6 shall
terminate  with  respect  to the  shares  as of  the  date  on  which  a  Demand
Registration  could no longer be  exercised  hereunder  by either Burt or Kaplan
(the "Termination Date").

     7. Put Rights.

     (a) With  respect to seventy  percent  (70%) of the shares of Bacou  Common
Stock issued to the Sellers  constituting  the Initial  Purchase  Price, as such
seventy  percent is  allocated  on  Schedule  3 attached  hereto and made a part
hereof  (collectively,  the "Put  Shares"),  each  Seller who is the  registered
holder  thereof shall have the right to require  Bacou to repurchase  all or any
part of the Put Shares (expressed as a whole number) then registered in the name
of such Seller (the "Put Option");  provided, however, no Seller shall have more
than one Put  Option.  The Put Option  shall be  exercisable  at any time within
twenty-four  (24) months following the Closing by a Seller who is the registered
holder of Put  Shares by  delivering  a written  notice to the  Company  (a "Put
Notice").  The price at which Bacou shall be  obligated  to purchase a Put Share
pursuant to an exercise of a Put Option shall be the "Closing  Price" as defined
in the Merger Agreement (the "Put Price").

     (b) Within  thirty (30) days after the exercise of a Put Option (or, if, in
the  sole  judgment  of  Bacou's  Board of  Directors,  Bacou  needs to  arrange
additional  financing or amend its  existing  borrowing  facilities  in order to
finance such  Repurchase,  within sixty (60) days following the end of the month
in which such Put Notice is received),  Bacou will purchase,  and the applicable
Seller will sell, the Put Shares requested to be purchased in the applicable Put
Notice at a time and place mutually agreeable to Bacou and such Seller (the "Put
Closing").  At the Put Closing,  such Seller shall deliver to Bacou certificates
(duly  endorsed in blank or  accompanied  by a duly executed stock power or such
instruments  of  transfer as Bacou may  reasonably  request)  representing  such
Seller's  Put  Shares  to be  repurchased  by  Bacou  or an  affidavit  of  lost
certificate  in a form  reasonably  satisfactory  to Bacou (which shall  include
appropriate  indemnification  provisions) and Bacou shall pay to such Seller the
aggregate  Put Price by a cashier's  or certified  check or by wire  transfer in
immediately available funds.

     8. Miscellaneous.

     (a)  Amendment  and  Waivers.  Except as  otherwise  provided  herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the parties hereto have agreed thereto in writing.

     (b) Notices. All notices and other communications provided for or permitted
hereunder  shall  be  made  by  hand-delivery,  registered  first-class  mail or
telecopier:

          (i) if to any Seller, to:

              c/o J. F. Burt, Shareholders' Representative
              64 Cromwell Place
              Old Saybrook, Connecticut 06475

              with a copy to:

              Edward H. Kaplan
              1000 Connecticut Avenue
              Suite 1110
              Washington, DC  20036

              and

              Arnold Westerman, Esq.
              Arent, Fox, Kintner, Plotkin & Kahn
              1050 Connecticut Avenue, NW
              Washington, DC  20036-5339


         (ii) if to Bacou, at:

              Bacou USA, Inc.
              10 Thurber Boulevard
              Smithfield, RI  02917
              Attn:  Philip B. Barr, Jr. Esq.
              Fax: (401) 232-2230

              with a copy to:

              Edwards & Angell
              2700 Hospital Trust Tower
              Providence, Rhode Island  02903
              Attn:  Richard M.C. Glenn III, Esq.
              Fax:  (401) 276-6611

     All such notices and communications shall be deemed to have been duly given
when  delivered by hand,  if  personally  delivered,  or two business days after
being  deposited in the mail,  postage  prepaid,  if mailed,  or upon electronic
confirmation of receipt, if sent via telecopier.

     (c)  Successors  and  Assigns.  This  Agreement  may not be assigned by any
Seller to any Person.

     (d)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (e)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (f)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the internal laws of the State of Delaware without giving effect
to its conflicts of laws principals.

     (g)  Severability.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
or legality and  enforceability of any such provision in every other respect and
of the remaining  provisions  contained  herein shall not be in any way impaired
thereby.

                  [Remainder of page intentionally left blank]




<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the date first written above.


BACOU USA, INC.                              SELLERS


By:/s/ Walter F. Stepan                      /s/ John F. Burt, Jr.
__________________________________           ___________________________________
Name:  Walter F. Stepan                      Name:   John F. Burt, Jr.
Title: Vice Chairman, President and
         Chief Executive Officer

                                             /s/  Edward S. Kaplan
                                             ___________________________________
                                             Name:  Edward S. Kaplan


                                             /s/  Keith Wruck
                                             ___________________________________
                                             Name:  Keith Wruck


By:  /s/ Philip B. Barr, Jr.                 /s/ Roberta M. Burt
__________________________________           ___________________________________
Name:  Philip B. Barr, Jr.                   Name:  Roberta M. Burt,  as Trustee
Title: Executive Vice President              under  that  certain  Common  Stock
         and CFO                             Voting   Trust   Agreement,   dated
                                             December 22,  1994,  by and between
                                             John F. Burt, Jr., as grantor,  and
                                             such  Trustee,  as in effect on the
                                             date hereof.


                                             /s/ Joseph Burt
                                             ___________________________________
                                             Name:  Joseph Burt


<PAGE>



                                   Schedule 1
                                       to
                          Registration Rights Agreement

                         Dated as of September 30, 1997

                                 List of Sellers



1.   John F. Burt, Jr.

2.   Edward S. Kaplan

3.   Keith Wruck

4.   Joseph Burt

5.   Roberta M. Burt,  as Trustee  under that certain  Common Stock Voting Trust
     Agreement,  dated  December 22, 1994, by and between John F. Burt,  Jr., as
     grantor, and such Trustee, as in effect on the date hereof.



<PAGE>



                                   Schedule 2
                                       to
                          Registration Rights Agreement

                         Dated as of September 30, 1997

                List of Holders of Piggyback Registration Rights


                Bacou, S.A.                    12,612,600 shares

                Walter F. Stepan
                Bettina Stepan
                Axel Stepan
                Heidimarie Stepan
                FIGA, S.A.                      1,247,400 shares

                Total:                         13,860,000 shares


<PAGE>



                                   Schedule 3
                                       to
                          Registration Rights Agreement

                         Dated as of September 30, 1997

                                   Put Shares


Name                                    Shares Subject to Put

Edward H. Kaplan                        All of the shares of Bacou Common Stock
                                        to be issued to Edward H.  Kaplan in the
                                        Merger  as  his  share  of  the  Initial
                                        Purchase  Price  shall be subject to the
                                        Put,   aggregating   43.3926%   of  the
                                        aggregate Initial Purchase Price.

John F. Burt, Jr.                       26.6074% of the shares of Bacou Common
                                        Stock  to be  issued  as  the  aggregate
                                        Initial  Purchase Price less that number
                                        of shares of Bacou  Common  Stock having
                                        an  aggregate  Put price of $30,000 that
                                        may be  Put  to  Bacou  by  Keith  Wruck
                                        following  the  release  of  the  shares
                                        under the Escrow Agreement.

Keith Wruck                             That number of shares of Bacou Common
                                        Stock  issued  to Wruck as his  share of
                                        the Initial  Purchase Price and that may
                                        be  acquired  by  Bacou  from  Wruck  as
                                        aforesaid.

In no event  shall the  aggregate  number of shares to the Put exceed 70% of the
aggregate number of shares issued as the Initial Purchase Price.

