
                                                                    Exhibit 2(c)


                                                 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 the  negotiation  and execution of the  Agreement,  we
reached certain additional  agreements with respect to your future  relationship
with Bacou, S.A. This letter is intended to memorialize those agreements.

     As discussed,  Bacou,  S.A. will cause you to be elected as a member of the
Board of Directors of Bacou USA,  Inc.  for at least five years,  provided  that
Bacou, S.A. maintains its majority ownership interest in Bacou USA, Inc.

     Further, this will confirm that, in my capacity as Chairman,
President and CEO of Bacou  Engineering,  S.A., I will vote for your election to
the Board of  Directors  of Bacou,  S.A.  and cause you to be so elected  for at
least five years,  provided that I maintain voting control over the selection of
directors of Bacou, S.A.

     While serving as a director of Bacou, S.A., you will be entitled to receive
compensation  and benefits at the same levels  available  to other  directors of
Bacou, S.A., including the grant of stock options at such times, in such amounts
and at such prices as granted from time to time to the directors of Bacou, S.A.

     If this letter accurately reflects our mutual  understandings,  please sign
this letter in the space indicated below.

                                    Very truly yours,

                                    BACOU, S.A.


                                    By:/s/ Philippe Bacou
                                    --------------------------------------------
                                           Philippe Bacou
                                           Chairman, President and CEO


                                    BACOU ENGINEERING, S.A.


                                    By:/s/ Philippe Bacou
                                    --------------------------------------------
                                           Philippe Bacou
                                           Chairman, President and CEO


Accepted and agreed:


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


