
                                                                    Exhibit 2(f)


                      MEXICAN FOREIGN ACQUISITION AGREEMENT

                            STOCK PURCHASE AGREEMENT


     STOCK PURCHASE AGREEMENT, dated as of February 27, 1998, by and among Bacou
USA  Safety,  Inc.,  a  Delaware  corporation  ("Buyer"),  HOWARD  S.  LEIGHT  &
ASSOCIATES,  INC.  (d/b/a Howard Leight  Industries),  a California  corporation
having a place of business at 7828 Waterville Road, San Diego,  California 92173
(the "Seller"), and Howard S. Leight, a resident of 6000 Cavalleri Road, Malibu,
California  90265 (the "Selling  Stockholder").  Capitalized  terms used in this
Agreement  but not  otherwise  defined  shall  have the same  meaning  herein as
defined in the Asset Purchase Agreement (as defined below).

                                    Recitals


     Buyer and Seller have entered into an Asset  Purchase dated as December 31,
1997,  as amended  (the "Asset  Purchase  Agreement"),  which  provides  for the
execution and delivery of certain "Foreign Acquisition Agreements" of which this
Agreement is one; and


     Under the terms of the Asset Purchase  Agreement,  Buyer has requested that
all of the  capital  stock of Howard  Leight de Mexico  S.A.  de C.V. be sold to
Buyer, all upon the terms hereinafter set forth; and


     NOW, THEREFORE,  in consideration of the mutual agreements contained herein
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


     1. Sale of Shares at Net Worth  Value.  The Seller and Selling  Stockholder
hereby sell and  transfer  ownership  of that number of a total of 600 shares of
Series Common, 10,000 shares of Variable Series A and 265,000 shares of Variable
Series B capital  stock,  par value of 10  Mexican  cents  each (the  "Purchased
Shares") of Howard Leight de Mexico S.A. de C.V. (the "Mexican  Subsidiary") set
forth opposite their  respective  signatures set forth below,  to Buyer,  who in
turn accepts them and agrees to pay therefor the sum of US  $195,421.60  (the US
Dollar  equivalent of 1,676,000 Ps based on the exchange  rate  published by The
Wall Street Journal (.1166) at the close of business on February 24, 1998) (such
amount being the  Stockholders  Equity of the Mexican  Subsidiary as of December
31,  1997);  except that one share of said Series Common stock shall be sold and
transferred to Bacou USA, Inc., a Delaware  corporation  ("Bacou USA"), in order
that there be two stockholders of the Mexican Subsidiary.

     2. Delivery of Share Certificates.  The parties acknowledge the delivery to
the Buyer of the certificates representing the Purchased Shares duly endorsed on
the back as required under law. Seller covenants and agrees to deliver to Buyer,
at the time of  execution  hereof,  all  original  documents  pertaining  to the
Company (deeds, corporate books, registrations, certificates, authorizations and
other documents) that it may have in its possession.

     3. Notice from  Seller to Mexican  Subsidiary.  By virtue of the sale which
takes place through this  contract,  Seller and Selling  Stockholder  promise to
notify  counsel  for the Mexican  Subsidiary  of the  transfer of the  Purchased
Shares  to the  Buyer  and  Bacou  USA so that  the  same  are  recorded  in the
Shareholders Registry Book of the Mexican Subsidiary.

     4. Express  Transfer of Corporate and Economic Rights from Seller to Buyer.
As of the date of this  Agreement,  each of Seller and the  Selling  Stockholder
transfers  to Buyer and Bacou USA each and every  right to which  Seller and the
Selling  Stockholder  may be entitled to, as the former  owners of the Purchased
Shares,  so that the rights are now held by the Buyer and Bacou USA,  and hereby
waives any right of refusal or similar right they may have to acquire any of the
Purchased  Shares.  Buyer and Bacou USA  acknowledge  the rights and obligations
acquired by virtue of its acceptance of the Purchased Shares as set forth above,
and are willing to act as substitute shareholders of the Mexican Subsidiary.

     5. Tax  Withholding.  The parties agree that in accordance with Article 151
of the  Federal  Income Tax Law,  Buyer  will carry out any and all  withholding
procedures  required  under law to the  extent of  twenty  percent  (20%) of the
stated Mexican Peso value of the foregoing transaction (335,200 Ps).

     6.  Representations  and Warranties.  Seller hereby represents and warrants
the following to Buyer:

          (a) That each of the representations and warranties of the Company set
forth in Article  III of the Asset  Purchase  Agreement  (i) is hereby made with
respect to the Mexican Subsidiary and its assets,  liabilities and business, and
is hereby  ratified,  confirmed  and  restated by the Seller with respect to the
assets,  liabilities and business of the Mexican  Subsidiary  unless the context
shall require  otherwise,  and (ii) is true and correct in all material respects
as of the date hereof.  The Seller further  ratifies,  confirms and restates its
indemnification  obligations  pursuant to Section  13.1(a) of the Asset Purchase
Agreement.

          (b) The Seller and the Selling  Stockholder  are the lawful  owners of
all of the issued and  outstanding  shares of the Mexican  Subsidiary,  free and
clear of all liens, encumbrances, restrictions and claims of every kind. Each of
the Seller and the Selling Stockholder has full legal right, power and authority
to enter into this Agreement and to sell, transfer and convey to Buyer and Bacou
USA the Purchased  Shares pursuant to this Agreement.  The delivery to the Buyer
and  Bacou  USA of the  Purchased  Shares  pursuant  to the  provisions  of this
Agreement will transfer to the Buyer and Bacou USA valid title thereto, free and
clear of all liens, encumbrances, restrictions and claims of every kind.

     7. Obligations of Buyer and Seller. Each of the Buyer and Seller hereby
acknowledges  and agrees  that it shall have the  rights  and  obligations  with
respect to the Mexican  Subsidiary  that it has  received  or assumed  under the
Asset Purchase Agreement.

     8.  Management  of the  Company.  In  accordance  with the  By-laws and the
Corporate Book of the Mexican Subsidiary,  the management of such company is the
responsibility  of a Board of Directors.  On the date hereof,  Seller will cause
Messrs.  Howard S.  Leight,  John J. Dean and William  Bugarini to submit  their
irrevocable   resignation  to  their  positions  of  President,   Secretary  and
Treasurer,  respectively,  of the Board of Directors of the Mexican  Subsidiary,
which documents are attached hereto as Exhibits A1 through A3.

     9. Rights of  Assignment.  None of the parties may assign this Agreement or
its rights hereunder. Nothing contained in this Agreement shall constitute Buyer
on the one hand, or Seller and/or Selling  Stockholder on the other hand, as the
partner, agent or representative of each other.


     10. Notices.  Any notices to be given by any party hereto shall be given in
accordance with the provisions of Section 15.3 of the Asset Purchase Agreement.

     11.  Governing  Law.  This  Agreement  shall be governed  in all  respects,
including as to validity, interpretation and effect, by the internal laws of the
State of  California,  United  States,  without giving effect to the conflict of
laws rules thereof.

     IN WITNESS WHEREOF, each party has caused this instrument to be executed in
its name and behalf by its duly  authorized  officer,  effective  as of the date
first written above.


                                               SELLER:

     Ownership of Purchased Shares             HOWARD S. LEIGHT &
Common Series   Series A     Series B          ASSOCIATES, INC.

       450          9,983       196,267


                                               By:  /s/ John Dean
                                               ---------------------------------
                                               Title: Chief Executive Officer


                                               SELLING STOCKHOLDER:
       150             17        68,733
       ---          -----       -------

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

Total: 450         10,000       265,000
       ===         ======       =======
                                               BUYER:

                                               BACOU USA SAFETY, INC.


                                               By:  /s/ Walter Stepan
                                               ---------------------------------
                                                        Walter Stepan
                                                        Chairman, President and
                                                        Chief Executive Officer


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


                                               BACOU USA, INC.


                                               By:  /s/ Walter Stepan
                                               ---------------------------------
                                                        Walter Stepan
                                                        Chairman, President and
                                                        Chief Executive Officer


                                               By:  /s/ Philip B. Barr, Jr.
                                               ---------------------------------
                                                        Philip B. Barr, Jr.
                                                        Executive Vice President
                                                        and Chief Financial 
                                                        Officer

