
                                                                   Exhibit 10(a)


                                   CREDIT LINE

The present Credit Line ("Credit Line") is signed in RHODE ISLAND on 19 February
1998, between

BANQUE  NATIONALE DE PARIS, a public  limited  company  (societe  anonyme) under
French law with a capital of FF  4,822,605,450,  whose  registered  offices  are
located  at 16  boulevard  des  Italiens  - 75009  Paris,  entered  on the Paris
Corporate Register under number B 662 042 449,

represented by Mr. Jean LOMBARD,  Directeur du Departement Entreprises du Groupe
d'Agences de DROME-ARDECHE,

referred to hereinafter as 'BNP' or 'BANK'

AND

BACOU USA INC., a corporation  organized and existing  under the law of Delaware
with its principal office at 10 Thurber Boulevard, Smithfield, RI 02917 USA,

represented  by Mr.  Walter  STEPAN,  Vice-Chairman,  President and CEO, and Mr.
Philip B. BARR Jr., Executive Vice-President and Chief Financial Officer,

referred to hereinafter as 'BACOU USA' or 'Borrower'


PREAMBLE

Under the terms of  negotiations  carried  out  between  BACOU USA and BNP,  BNP
declared  that  it is  prepared,  to  grant  BACOU  USA a  credit  line  of  USD
110,000,000   (hundred  ten  million  American  dollars)  under  the  terms  and
conditions set forth below.


IN WITNESS  WHEREOF,  IT IS AGREED AND DECIDED AS FOLLOWS BETWEEN THE PARTIES TO
THE PRESENT


ARTICLE I - AMOUNT OF THE CREDIT LINE


BNP grants  BACOU USA a credit  line  (referred  to  hereinafter  as the 'Credit
Line') for an amount of USD 110,000,000 (hundred ten million American dollars).


ARTICLE II - OBJECT OF THE CREDIT LINE


The  object  of the  Credit  Line is the  financing  of the  acquisition  of the
operating assets of Howard Leight  Industries of San Diego,  California,  USA by
BACOU USA.


ARTICLE III - TERM OF THE CREDIT LINE


The Credit Line is granted for a term of seven years  starting  from the drawing
date as defined in Article V hereafter.


ARTICLE IV - REPAYMENT


The  Credit  Line  shall  be  repaid  quarterly  as  from  the  drawing  date in
twenty-seven   installments  of  USD  3,928,600   (Three  million  nine  hundred
twenty-eight  thousand six hundred American  dollars) and a final installment of
USD 3,927,800  (Three  million nine hundred  twenty seven thousand eight hundred
American dollars).

At all  events,  the Credit  Line shall be repaid in full no later than the last
banking day of the term defined in Article III above.

A banking day is defined for the needs of the  present  agreement  as a business
day.  A business  day is a day on which  dealings  in USD are  carried on in the
Paris Interbank  Market, in London and in New York, and BNP is open for domestic
and foreign  exchange  business in Paris and wherever  applicable,  in financial
centers  required  to be  open  to  permit  dealings  in  connection  with  this
agreement.


ARTICLE V - TERMS AND CONDITIONS OF DRAWING


The Credit  Line shall be  drawable  fully in one time during a period of twenty
days  following  the date of  signature of the present  Agreement,  with a prior
notice of two banking days, through the debit of a special account  constituting
a simple book statement that will have no legal effects  attached to the current
account  and which be opened for this  purpose  on the books of the BNP  VALENCE
agency.

The drawing  date means in the present  Agreement  the date of the debit of such
special account.

Such prior  notice  shall  reach BNP no later than 10:00 a.m.  (London  time) in
accordance with the form fixed in Appendix 1 to the present agreement.


ARTICLE VI - FINANCIAL TERMS AND CONDITIONS


Interest period shall be three months, calculated as from the drawing date.

BACOU USA shall due and pay interest to BNP on the last banking day of each such
periods of three months.

a) Rate of interest:

Interest  shall  be  calculated  on the  exact  number  of  days  of the  period
considered  based  on 360  days per year at the  LIBOR  rate  (London  Interbank
Offered Rate) of the USD  considered  for a period of three  months,  calculated
under the aegis of the British  Bankers  Association and published by Telerate -
page 3750/3740 or by any other page that might be substituted  for it - at 11:00
a.m.  (London time), two working days prior to the drawing date or the beginning
of an interest period, increased by 0.30% per year.

The rate shall be revised at each interest period.

BNP shall notify BACOU USA of the interest rate  applicable to each three months
interest period.


b) Interest on arrears:

All sums  (including any cost or expenses) not paid on their normal or early due
date shall bear interest ipso jure from the day of the said due date included to
the day of its full payment  excluded at the interest rate applicable as defined
above, increased by 1% per year.

Interest  shall be  capitalized  if it is due for a full year in  application of
Article 1154 of the Civil Code. These provisions do not apply as the granting of
a delay in payment.


c) Impossibility of determining the rate of interest:

If determination of a rate of interest has become  impossible  following certain
events,  BNP shall  notify  BACOU USA thereof  and the parties  shall enter into
negotiation.  If an  agreement  in view of  reaching a solution  is not  reached
within  thirty days of the said  notification,  BACOU USA shall repay the Credit
Line in capital, interest, expenses,  incidental expenses and possible costs, it
being  understood  that the  applicable  rate of interest shall be BNP's cost of
financing, increased by 1% per year.


d) Unavailability of USD:

If BNP should observe,  either on the occasion of the drawing or on the occasion
of a new interest period, that the USD currency is unavailable,  it shall advise
BACOU USA thereof as rapidly as possible.

BACOU  USA and BNP shall  consult  in order to  select a  replacement  currency.
Failing  agreement  within 24 hours of the notice sent to BACOU USA by fax,  the
Credit Line is considered cancelled ipso jure, and BACOU USA shall repay and pay
in FRF or in the single  European  currency  the  capital,  interest,  expenses,
commissions and incidental  expenses and any possible costs caused to BNP by the
unavailability of the currency used.

The amount in FRF or in the single European currency being repaid and paid shall
be determined in  accordance  with the most recent  quotation of the USD against
the FRF or the single European currency.


e) Commitment fee:

0.20% per year payable  quarterly in advance and  calculated  starting  from the
drawing date.

It shall be calculated on the basis of a year of 360 days and payable in USD.


f) Flat fee:

0.08% payable on the drawing date.


g) BACOU USA  shall pay a sum of FRF  75.000  Hors  Taxes for file  costs on the
drawing date.


ARTICLE VII - CONDITIONS PRECEDENT


No  drawing  will be made  before  payment  by BACOU USA of all  sums,  fees and
expenses  which  could  be due on the  date of  such  drawing  pursuant  to this
Agreement and receipt by BNP in a form and substance  satisfactory  to it of the
following documents:

a) a certified copy of all corporate documents of BACOU USA and of the Guarantor
required to authorize the  execution of this  Agreement and the Guarantee and to
empower their representatives for this purpose;

b)  duly   authenticated   specimen   signatures   of  each  of  the   empowered
representatives of BACOU USA and of the Guarantor;

c) a certified copy of the constitutive documents of BACOU USA;

d) the Guarantee and evidence it has been duly executed and is in full force and
effect;

e) an opinion of a legal  counsel from the State of Rhode Island in the terms of
the Appendix 2 acceptable  to BNP and  confirming  that the  representations  of
BACOU USA made in Article VIII are true.


ARTICLE VIII - REPRESENTATIONS AND WARRANTIES


BACOU USA represents and warrants to BNP that:

-- (i) it is a corporation duly organized, validly existing and in good standing
under the laws of the State of Rhode Island;

-- (ii) the execution and  performance  of this  Agreement do not contravene any
provision of law or regulation to which BACOU USA is subject;

-- (iii) it has obtained all necessary consents,  licenses or authorizations for
the  execution and  performance  of this  Agreement  and  especially it has been
authorized  to acquire and transfer on maturity  the  necessary  currencies  for
payment of all sums due under this Agreement;

-- (iv) its capital stock is held of 71.70% by the Guarantor;

-- (v) no tax,  registration  fee, stamp or similar duty, nor any deposit or any
registration  is required in connection  with this  Agreement or for validity of
the same;

-- (vi) no proceedings are underway or, to the knowledge of BACOU USA, are about
to be instituted  to prevent or forbid  signature or  performance  of the Credit
Line,  or which might have a significant  unfavorable  effect on the capacity of
BACOU USA to perform its obligations under the present Credit Line;

-- (vii) no action is underway for the purposes of  liquidation,  dissolution or
any other similar  procedure with regard to BACOU USA;

-- (viii) there exists no fact that is likely to constitute a Case of Default;

-- (ix) the  choice  of  French  law and the  competence  of the  French  courts
provided  for in  Article  XIV below are  legitimately  binding on BACOU USA and
shall be validly acknowledged by the courts of the State of Rhode Island and the
Federal  Courts of the United  States of America,  and  consequently  any or all
judgments  handed down by the French Courts shall be exequatured and enforceable
in United States of America.

The  representations  and warranties  contained in the present  article shall be
considered renewed by BACOU USA at the time of request for drawing.


ARTICLE IX - COVENANTS BY BACOU USA


So long as it is a debtor or may remain a debtor  pursuant  to the Credit  Line,
BACOU USA undertakes:

-- to hand over to BNP all accounting documents and data that BNP might request;

-- to immediately  inform BNP of all facts that might  significantly  lessen its
assets or significantly increase the volume of its commitments;

-- to immediately  inform BNP of all facts or  circumstances  that are likely to
constitute or become one of the cases mentioned in the Article CASES OF DEFAULT;

-- to assume  the  financial  consequences  of  changes  in parity  which  might
intervene up to the time of full repayment of the Credit Line.


ARTICLE X - NEGATIVE COVENANTS BY BACOU USA


Until  payment  in full of all of  BACOU's  USA  obligations  to BNP under  this
Agreement, BACOU USA covenants and agrees as follows:

1 -- Limitation on Borrowing

BACOU  USA  shall  not  incur,  create,  assume  or  permit to exist any Debt or
liability  on account of deposits or advances or any  indebtedness  or liability
for borrowed  money, or any  indebtedness  or liability  evidenced by any notes,
bonds,  debentures or similar obligations,  including leases, except (a) Debt to
BNP, (b) Debt existing as of the date of the closing of Credit Line and approved
in writing by BNP including  USD.  15,000,000 to CITIZENS BANK OF RI to complete
the financing of the HOWARD LEIGHT  INDUSTRIES  transaction and up to a total of
USD.  31,000,000  to CITIZENS  BANK OF RI under its line of credit to BACOU USA,
(c) Debt pertaining to any capitalized lease obligations provided such Debt when
combined  with all other  capitalized  lease  obligation  does not exceed in the
aggregate One Million  Dollars per annum,  (d) Debt the terms and  conditions of
which have been  approved in writing by BNP and which Debt is  subordinated,  if
required by BNP, to the prior  payment of all amounts due under the Credit Line,
and (e)  trade  obligations  incurred  by BACOU  USA in the  ordinary  course of
business.

2 -- Limitation on Encumbrances

BACOU USA shall not create,  incur,  make, assume, or suffer to exist, after the
date hereof, any assignment,  mortgage, pledge, security interest, lien or other
encumbrance  of or upon any of its  properties  or assets,  whether now owned or
hereafter  acquired,  to any party other than BNP, exception (a) liens for taxes
not  delinquent  or being  contested  in good faith by  appropriate  proceedings
diligently  pressed  and as to which  there  have  been set  aside on its  books
adequate reserves; (b) encumbrances existing as of the date hereof, disclosed in
writing to BNP and approved by BNP in writing; (c) liens imposed by operation of
law, such as warehouseman's  or mechanic's liens,  incurred by BACOU USA in good
faith and in the  ordinary  course of  business;  and (d)  liens  securing  Debt
permitted under the 1 [ Limitation on Borrowing ].


ARTICLE XI - CASES OF DEFAULT


The  following  constitutes  a Case of Default  once it occurs and  whatever the
reason, be it attributable to BACOU USA or not:

--  non-payment  at its  due  date  of an  amount  due in  principal,  interest,
commission, expenses or incidental expenses by BACOU USA in performance of the
Credit Line,  should it not be remedied  within five days  following the request
made by BNP in this sense to BACOU USA;

--  non-compliance  by BACOU USA with another  commitment or covenant  under the
terms of the Credit Line;

-- any  representation by BACOU USA contained in Article VIII of the Credit Line
or subsequently renewed proving to be inaccurate;

-- any  debt of BACOU  USA or the  GUARANTOR  under  another  contract  becoming
repayable or callable  prior to its normal due date  following a foreclosure  of
the date for payment opposed due to default;

-- any measure taken with regard to BACOU USA or the GUARANTOR for  out-of-court
settlement, court-ordered re-organization,  court-order redress or court-ordered
liquidation or any other analogous measure or proceedings, with the exception of
cases of  liquidation  or  dissolution  or BACOU USA the terms and conditions of
which have been approved by BNP;

--  significative  change,  in the opinion of BNP, in the  shareholding of BACOU
USA, including nationalization of BACOU USA;

-- the  occurrence of an unlawful act for BACOU USA in performing any one of its
obligations under the Credit Line;

-- the  occurrence  of any  decision or event in United  States of America or in
another country  through which the payments are made, that  constitutes or could
constitute  an  obstacle  to payment by BACOU USA of any amount due to BNP under
the present  Credit Line,  including  decisions on foreign  exchange  control or
embargo;

-- the  Guarantee  specified  in  Article  XVI  ceases  to be valid  or  becomes
unenforceable for any reason whatsoever.

At the time of the  occurrence of any one of the Cases of Default,  BNP shall be
entitled to pronounce  immediate  early  repayment and payment of all sums under
the Credit Line.


ARTICLE XII - ELECTION OF DOMICILE


For performance of the present  agreement and of its  consequences,  domicile is
elected:

-- for BACOU  USA,  at its  principal  office  address,  10  Thurber  Boulevard,
Smithfield, RI, 02917 USA.

-- for BNP, at its VALENCE agency,  address 1 Boulevard  Bancel,  26000 VALENCE,
FRANCE, Fax 04.75.79.43.09.


ARTICLE XIII - NEW CIRCUMSTANCES


1 The  provisions  of the  Credit  Line have been fixed in  accordance  with the
economic and financial conditions, both national and international, and with the
legal, fiscal,  monetary and professional conditions in force at the time of the
signature of the Credit Line in France and abroad.


2 In the  event  of  modification  to the said  conditions  or facts or to their
interpretation by any competent  authority,  or for any other reason,  resulting
particularly  in new  charges  or in  additional  costs  for BNP  subsequent  in
particular:

(a) to new  requirements  in the  area  of  reserve  requirements,  quantitative
regulations on credit,  institution or increase in coefficients for liquidities,
equity  capital or other  requirements  relating to all or part of the assets or
commitments (including off-balance-sheet commitments), or;

(b) to a modification in exchange regulations or in the applicable tax system;

BACOU USA undertakes to compensate  BNP in full for the  additional  charges and
costs that might be imposed on it.

Notification by BNP justifying in any form whatsoever the said charges and costs
shall be final and binding, barring error proved by BACOU USA.

In such a case,  however,  BACOU USA shall also have the option of making  early
payment of the Credit Line in full.


ARTICLE XIV - APPLICABLE LAW AND COMPETENT JURISDICTION


The present Credit Line Agreement is governed by French law.

In the  event  of  dispute,  BACOU  USA  and  BNP  shall  consult  in view of an
out-of-court  settlement.  In  the  failure  to  reach  such a  settlement,  all
litigation relative inter alia to the validity, interpretation or performance of
the Credit Line shall be submitted  to the  exclusive  competence  of the French
courts.


ARTICLE XV - MISCELLANEOUS PROVISIONS

1 -- Expenses, taxes and duties.

BACOU USA shall bear all expenses, duties, commissions, interest or other levies
pertaining  to the  present  Credit  Line or those  that  might be the sequel or
consequence thereof.

In  particular,  BACOU USA shall cover BNP for all of its  expenses and outlays,
legal fees included,  made in connection with the performance of the Credit Line
and  with  the  implementation  of BNP's  rights  under  the  Credit  Line  upon
presentation of supporting documents.

If, through the application of a law, an international agreement or a regulation
of any kind,  BACOU USA is required to carry out a withholding on payments to be
made pursuant to the present  agreement,  it shall pay BNP an additional  amount
such that,  following  deduction of the tax, BNP shall  receive the full amounts
due that it would have received if the withholding had not existed.

2 -- Effective Global Rate ( [Taux Effectif Global] under French law).

The effective  global rate is calculated below on the date of 1998/02/11 for USD
and for a period of three months.

It is specified  that,  on the basis of the  three-month  LIBOR rate for the USD
(5.6250% at the date of  1998/02/11),  taking into  account  fees,  expenses and
margin,  and on the basis of use for 360 days,  full use of the said Credit Line
as of the date of 1998/02/11 would come to an effective global rate of 6.1532%.

3 -- Payments.

All obligations of payment under the Credit Line,  (except expenses specified at
g) of the  Article VI payable in French  Francs)  shall be paid in full by BACOU
USA by means of payments in USD to the BNP at its address referred to in Article
[ ELECTION OF DOMICILE ].

All payments by BACOU USA under this Agreement  shall be made without set off or
counter claims.

BACOU USA shall not be entitled to subordinate such payments to any condition or
exception.

BACOU USA hereby authorizes BNP, at its convenience, to debit its account in USD
n(degree) 140 003/52 held on the BNP's books,  for the said payments on the date
upon which the said payments are payable for their amount in USD.

4 -- Voluntary prepayment. No new drawings.

BACOU USA shall be entitled to prepay in full or partially  without  penalty the
Credit  Line,  but  only  on  the  date  of  the  repayment  of  an  installment
hereinabove,  subject to the receipt by BNP of a prior  written  notice at least
one month before the expected prepayment date.

Once repaid or prepaid, BACOU USA shall not be permitted to redraw any sum under
the Credit Line.


ARTICLE XVI - GUARANTEE

The BACOU's USA payment  obligations  hereunder  shall be guaranteed by BACOU SA
herein called [ the Guarantor ] a French company,  whose registered  office is
at  VALENCE  (26000-France),  168  Avenue des  Aureats,  entered on the  Valence
Corporate  Register  under  number B 348 982 307, in the terms of the Appendix 3
hereto.


Signed in RHODE ISLAND, on 19th February 1998

In two true copies

BACOU USA INC                                Banque Nationale de Paris

Read and agreed

 By:  /s/ Walter Stepan                      By:  /s/ Jean Lombard
-------------------------------              -----------------------------------


     /s/ Philip B. Barr, Jr.
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