
                                                                    Exhibit 2(b)


                                                 January 12, 1998


Mr. Howard S. Leight
Howard Leight Industries, Inc.
7828 Waterville Road
San Diego, CA  92173

Dear Howard:

     Reference is made to that certain Asset  Purchase  Agreement  between Bacou
USA Safety,  Inc. and Howard S. Leight & Associates,  Inc.  dated as of December
31, 1997 (the "Agreement").

     In connection  with our  negotiation  of the  Agreement,  we have discussed
certain additional matters which this letter agreement shall memorialize. First,
this will confirm that the Board of Directors of Bacou USA,  Inc.  shall vote to
make you a director of Bacou USA, Inc. effective upon the Closing. As a director
of Bacou USA,  Inc.,  you will be entitled to  compensation  and benefits at the
same rates and amounts  applicable  generally to outside directors of Bacou USA,
Inc.  As with  all  directors  of  Bacou  USA,  Inc.,  you  will be  subject  to
re-election  annually and your continued election to the Board of Directors will
be determined by a vote of its shareholders in their discretion.

     In connection with your Consulting  Agreement,  you will be granted options
to purchase up to 50,000 shares of common stock,  $.001 par value, of Bacou USA,
Inc. at a price of $17.00 per share and such option shall remain exercisable for
a period of ten years from the date of grant,  which shall be the  Closing  Date
under the Agreement.

     Finally,  we understand that you recently formed a new company named Howard
Leight   Enterprises,   Inc.   ("HLE")  which  will   manufacture   polyurethane
pre-polymer,  the raw material used in the production of foam earplugs by Howard
S. Leight & Associates,  Inc.  ("HLI") and currently  purchased  from  Hampshire
Chemicals.  This will  confirm  that Bacou USA  Safety,  Inc.  will enter into a
Supply  Agreement  with HLE pursuant to which Bacou USA Safety,  Inc.  agrees to
purchase its requirements for polyurethane  pre-polymer from HLE for a period of
five  years  provided  that the  quality  and  price of such  raw  material  are
equivalent  to that which is then used by HLI and  available  from  third  party
suppliers.

     If this letter accurately reflects our mutual  understandings of all of the
additional  agreements  between  Bacou USA, Inc. and Howard S. Leight other than
the  Agreement  and the  Collateral  Agreements,  please sign this letter in the
space indicated below.

                                            Very truly yours,


                                             BACOU USA, INC.



                                             By: /s/ Walter Stepan
                                                --------------------------------
                                                     Walter Stepan


                                             By: /s/ Philip B. Barr, Jr.
                                                --------------------------------
                                                     Philip B. Barr, Jr.



Accepted and Agreed:


/s/ Howard S. Leight
   -------------------------
    Howard S. Leight

