

                                                                   Exhibit 10(b)
                                                        [Bacou, S.A. Letterhead]


February 13, 1998                                      Banque Nationale de Paris
                                                       1, boulevard Bancel

                                                       26000 Valence

                                                       ATTN:  M. Lombard

     Re: Acquisition of HOWARD LEIGHT INDUSTRIES

Dear Sirs:

     We make  reference  to the  credit of  $110,000,000  (One  Hundred  and Ten
Million Dollars) for the period of seven (7) years, reimbursable in 27 quarterly
payments of $3,928,600 (Three Million Nine Hundred and Twenty Eight Thousand and
Six Hundred  Dollars)  minimum and a final payment of $3,927,800  (Three Million
Nine Hundred and Twenty Seven Thousand and Eight Hundred Dollars) at the rate of
LIBOR  USD 3 months  + 0.30 + 0.20%  commission,  as  solicited  by our  related
entity,  BACOU USA  Incorporated,  whose place of incorporation is in the United
States: 10 Thurber Boulevard, Smithfield, Rhode Island 02917-1896.

     We declare that we are  completely  aware of this request and we have noted
that this credit would be granted to BACOU USA  Incorporated in consideration of
the  relationships  which  unite us with it and of the fact that we have  always
made our best efforts so that no establishment of credit undergo any losses as a
result of operations with the corporations in our group.

     We commit  ourselves,  therefore,  by this  letter,  to retain  directly or
indirectly majority control of BACOU USA Incorporated as long as the latter will
owe you any sum whatsoever pursuant to the above-referenced credit.

     We will similarly  strive to permit BACOU USA  Incorporated  to have at its
disposition  the financial means which will be necessary to it to live up to its
obligations.

     We ask you, gentlemen, to accept this expression of our best wishes.


                                           PH. BACOU

