
                                                                    Exhibit 2(d)


                   FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

     This First Amendment to Asset Purchase Agreement,  dated as of February 27,
1998,  is by and between  Bacou USA Safety,  Inc., a Delaware  corporation  (the
"Buyer")  and Howard S. Leight &  Associates,  Inc.,  a  California  corporation
("Seller" or  "Company"),  d/b/a Howard Leight  Industries.  Except as otherwise
defined herein,  capitalized terms used in the Asset Purchase Agreement (defined
below)  shall have the same  meaning  herein as  defined  in the Asset  Purchase
Agreement.

                                    Recitals

     Buyer and Seller are  parties to that  certain  Asset  Purchase  Agreement,
dated as of December 31, 1997,  pursuant to which the Buyer is  purchasing  from
the Seller the Assets and assuming the Assumed  Liabilities (the "Asset Purchase
Agreement"); and

     As  contemplated by the Asset Purchase  Agreement,  Buyer or its Affiliates
are entering into Foreign  Acquisition  Agreements with respect to Howard Leight
(Europe) Limited and Howard Leight de Mexico S.A. de C.V.; and

     The  Closing  of  the  transactions  contemplated  by  the  Asset  Purchase
Agreement and the Collateral Agreements is occurring on the date hereof; and

     Buyer and Seller desire to make certain modifications to the Asset
Purchase Agreement as hereinafter provided.

                                   Agreements

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

     1. Section 2.2 of the Asset  Purchase  Agreement  is hereby  deleted in its
entirety and replaced with the following:

          2.2 Purchase  Price.  On the terms and subject to the  conditions  set
          forth in this Agreement and the Foreign  Acquisition  Agreements,  the
          Buyer  agrees  to  pay  or  cause  to be  paid  to  Seller  and to the
          stockholders  of the Foreign  Subsidiaries  an  aggregate  of U.S. One
          Hundred  Twenty-Five  Million Nine Hundred  Thirty-Eight  Thousand Six
          Hundred Nineteen and 61/100 Dollars  ($125,938,619.61)  (the "Purchase
          Price") and to assume or cause one of the Buyer  Parties to assume the
          Assumed Liabilities as provided in Section 2.5. The following portions
          of the Purchase Price shall be payable at the respective Closings,  in
          separate  payments  determined  in  accordance  with  Section  2.4, as
          follows:

               (a) By the wire transfer of U.S. One Hundred Twenty-Three Million
          Nine Hundred  Thirty-Eight  Thousand  Six Hundred  Nineteen and 61/100
          Dollars  ($123,938,619.61) in immediately available funds to such bank
          account or  accounts  as per  written  instructions  of Seller and the
          stockholders of the respective Foreign Subsidiaries, less:

                    (i)  $10,973  (the U.S.  Dollar  equivalent  of  Mexican  PS
          94,111),  being the estimated  amount of accrued and unpaid income tax
          liabilities  of Howard  Leight de Mexico  S.A. de C.V.  (the  "Mexican
          Subsidiary")  with  respect to the period from January 1, 1998 through
          to the Closing Date;

                    (ii)  $6,289  (the U.S.  Dollar  equivalent  of  Mexican  Ps
          53,924)  being the amount of accrued  and unpaid  income  taxes of the
          Mexican Subsidiary reflected on its December 31, 1997 Balance Sheet;

                    (iii) $39,084.32 (the U.S. Dollar  equivalent of 335,200 Ps)
          being the  amount of  Mexican  withholding  tax to be paid by Buyer to
          Mexican  tax  authorities  (20% of  Purchase  Price of  shares) of the
          Mexican Subsidiary;

                    (iv) $39,084.32  being the purchase paid to Howard S. Leight
          for his  shares  of  Howard  Leight  de  Mexico  S.A.  de C.V.,  after
          deducting $9,771.08 for his portion of the Mexican withholding taxes;

                    (v)  $439,297  being  the  U.S.  Dollar  equivalent  of  the
          December 31, 1997 Net Worth of Howard  Leight  (Europe)  Ltd. (the "UK
          Subsidiary"),  which amount shall be paid 95%, $417,332.15,  to Howard
          S. Leight, and 5% $21,964.85, to John Dean as the Selling Stockholders
          of the UK Subsidiary;

                    (vi) $11,900 (the U.S. Dollar equivalent  of (pound) 7,167),
          being  the   estimated   amount  of  accrued  and  unpaid  income  tax
          liabilities  of the UK  Subsidiary  with  respect to the  period  from
          January 1, 1998 through to the Closing Date; and

                    (vii) $70,860 (the U.S. Dollar equivalent of (pound) 43,000)
          being  the  amount  of  accrued  and  unpaid  income  taxes  of the UK
          Subsidiary reflected on its December 31, 1997 Balance Sheet.

               (b) By the wire  transfer  delivery of U.S.  Two Million  Dollars
          ($2,000,000)  in  immediately  available  funds  to the  Escrow  Agent
          pursuant  to the  Escrow  Agreement  which  will be in effect  for two
          years. Interest on Escrow Funds not subject to claims shall be payable
          to Seller  periodically.  At the end of the first year,  $1,000,000 of
          the funds held by Escrow Agent less the amount of claims, if any, made
          by Buyer under  Section 13.1 of this  Agreement,  shall be returned to
          Seller in accordance with the Escrow Agreement.

     2. Section  2.5(a) of the Asset  Purchase  Agreement  is hereby  amended by
adding the following additional sentence at the end of the paragraph:

               Notwithstanding the foregoing, the Buyer Parties are not assuming
          and the Assumed  Liabilities  shall not include,  any  liabilities  or
          obligations  with  respect  to the  California  Statewide  Communities
          Development   Authority   Weekly   Adjustable/Fixed   Rate  Industrial
          Development   Revenue   Bonds,   Series  1995B  (Howard  S.  Leight  &
          Associates,  Inc.  Project) (the "Bonds").  In order to facilitate the
          release  of Liens  held by Sanwa  Bank  California  on its  assets  as
          indirect  security for the Bonds,  Seller has entered into a Repayment
          and Lien  Release  Agreement  dated as of February 26, 1998 with Buyer
          and said Bank, and, notwithstanding anything to the contrary contained
          herein,  said Agreement  shall govern as to the payment and receipt of
          all amounts described therein.

     3.  Clause (b) of Section  2.6 of the Asset  Purchase  Agreement  (Excluded
Liabilities)  is hereby  deleted in its entirety and replaced with the following
new subsection:

               (b) liabilities and obligations relating to or arising out of any
          facts or  circumstances  of which any of the  Sellers  had  Knowledge,
          which  should  have  been  but were not  disclosed  in any  applicable
          provision  of  the  Agreement,   the  Collateral   Agreements  or  the
          Schedules.

     4.  Clause (d) of Section  2.6 of the Asset  Purchase  Agreement  is hereby
amended by inserting the following  companies following the reference to "Howard
Leight GmbH":  "Point Zero,  Howard Leight,  LLC,  Howard Leight  International,
Inc., Howard Leight Enterprises,  Inc., dba Howard Leight Medical, Howard Leight
Enterprises  S. de R.L. de C.v.,  Howard  Leight  Europe,  Inc.,  Howard  Leight
Atlantic, Inc."

     5. The following new or amended  Schedules,  attached  hereto as Exhibit A,
are hereby  delivered in accordance with the Asset Purchase  Agreement and shall
supersede  the  Schedules  bearing  the same  number  which were  delivered  and
approved at the time of the execution of the Asset Purchase Agreement:

      Schedule 1.2              - Excluded Assets.
      Schedule 2.6(c)           - Excluded Liabilities.
      Schedule 3.2              - Outstanding Stock.
      Schedule 3.3              - Foreign Subsidiaries.
      Schedule 3.6(b)           - Interim Financial Statements.
      Schedule 3.7              - Interim Changes.
      Schedule 3.9(b)           - Violations.
      Schedule 3.10(a)          - Intellectual Property Rights (Title).
      Schedule 3.10(c)          - Intellectual Property Rights (No Litigation).
      Schedule 3.11(c)          - Litigation.
      Schedule 3.12(f)          - Taxes (Litigation).
      Schedule 3.14(a)          - Contracts.
      Schedule 3.15             - Benefit Plans.
      Schedule 3.18(a)          - Labor Relations.
      Schedule 3.33(b)          - Product Warranty Claims.
      Schedule 3.36             - Officers, Directors and Key Employees.
      Schedule 14(b)            - Senior Management Employees.

     6. It is  acknowledged  that Buyer has agreed with Seller to acquire all of
the outstanding shares of the Mexican and UK Subsidiaries and, therefore, to the
extent any Excluded  Liabilities exist or are suffered or incurred in the future
by either of such  Companies,  Seller will fully protect and hold Buyer and such
companies  harmless  from and  against all Losses  relating  to or arising  with
respect to such  Excluded  Liabilities.  Seller  agrees that amounts  payable to
Buyer or the UK and Mexican  Subsidiaries  pursuant to this paragraph 6 shall be
deemed  to be  Excluded  Liabilities.  Without  limiting  the  foregoing,  it is
expressly  agreed that if any Income Taxes are assessed or become payable by the
Mexican or the UK  Subsidiaries  with respect to periods ending on or before the
Closing Date in excess of the amount  deducted with respect thereto in Paragraph
3 above,  such taxes shall be deemed  Excluded  Liabilities.  Conversely,  Buyer
agrees to  promptly  remit to  Seller,  by no later than  January  1, 1999,  the
amount,  if any, by which the amounts deducted for accrued and unpaid income tax
liabilities in paragraph 3 above,  exceed the actual amount of such liabilities.
Should Seller owe any unpaid income tax  liabilities of which it is obligated to
pay,   such  sum  shall  be   remitted   from  the   Escrow   Account  to  Buyer
contemporaneously with the final disbursement of funds from the Escrow Account.

     7. Schedule 3.28 of the Asset  Purchase  Agreement is hereby deleted in its
entirety.

     8. Except as modified by this  Amendment,  the Asset Purchase  Agreement is
hereby ratified and confirmed to be in full force and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed as of the date first above written.

                                     BACOU USA SAFETY, INC.


                                     By: /s/ Walter Stepan
                                     -------------------------------------------
                                     Name:   Walter Stepan
                                     Title:  Chairman, President and CEO


                                     By: /s/ Philip B. Barr, Jr.
                                     -------------------------------------------
                                     Name:   Philip B. Barr, Jr.
                                     Title:  Vice Chairman, Treasurer and 
                                             Secretary



                                     HOWARD S. LEIGHT & ASSOCIATES, INC.


                                     /s/    Howard S. Leight
                                     -------------------------------------------
                                     Name:  Howard S. Leight
                                     Title: President


                                     By: /s/ John Dean
                                     -------------------------------------------
                                     Name:   John Dean
                                     Title:  Executive Vice-President and CEO

