
                                                                   Exhibit 99(c)


                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT  made as of this 27th day of February,  1998, by and between
Ken David Meyers,  508 Montera Court,  Chula Vista, CA 91910  ("Executive")  and
Bacou USA Safety, Inc., a corporation  organized under the laws of Delaware (the
"Company").

                              W I T N E S S E T H :

     WHEREAS,  on this date the Company has  acquired  substantially  all of the
assets and  liabilities  of Howard S. Leight & Associates,  Inc.,  d/b/a/ Howard
Leight  Industries  ("Seller") and, until the closing of that  transaction  (the
"Transaction"), Executive served as Vice President - Operations of Seller; and

     WHEREAS,  Company  wishes to  secure  the  services  of  Executive  as Vice
President - Operations of Company's  Howard Leight  Industries  Division for the
period provided in this Agreement; and

     WHEREAS,  Executive is willing to enter into this Agreement for such period
and on the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
Company and Executive hereby agree as follows:

     1.  Employment.  During the period of employment  set forth in Section 2 of
this  Agreement,  Company shall employ  Executive,  and Executive shall serve as
Vice President - Operations of the Howard Leight Industries Division of Company.
Executive agrees to faithfully perform the duties assigned to him to the best of
his ability,  comply with the written Policies and Procedures of Bacou USA, Inc.
as then applicable to its subsidiaries  and, except for vacations and periods of
temporary  illness,  to devote his full time and  attention  to the  business of
Company. Ancillary employment such as writing, teaching or lecturing, as well as
the acceptance of honorific  titles may be undertaken by the Executive only with
the approval of the Chief  Executive  Officer of Bacou USA, Inc. or his designee
(together  referred  to as the  "CEO").  Executive  also agrees that he will not
engage in any other business  activities  without the prior approval of the CEO.
Executive may only serve as an officer,  director,  trustee or committee member,
or in any  similar  position,  of a  reasonable  number  (maximum  two) of trade
associations and religious, charitable, educational, civic or other non-business
organizations,  subject to the approval of the CEO. The Executive represents and
warrants to Company  that he is now under no contract or  agreement  nor will he
execute any contract or agreement  that will in any manner  interfere,  conflict
with or prevent him from performing his duties under the terms and conditions of
this  Agreement,  recognizing  that his  performance  hereunder will require the
devotion of his full time and attention during and beyond regular business hours
during the Term (as hereinafter defined), including extensive travel. Nothing in
this  Agreement  shall be  construed  as  prohibiting  Executive  from owning an
interest  in  Howard  Leight  Enterprises  or  serving  as a  director  of  that
corporation.

     2. Period of  Employment.  This Agreement  shall become  effective upon the
closing of the  Transaction  and continue  until December 31, 1999 (the "Initial
Term"). On December 31, 1999, and at the end of each year thereafter, the period
of employment shall be automatically extended,  without further action by either
party,  for successive  one-year periods (each a "Renewal Term") unless at least
six months prior to the end of the Initial Term or any Renewal Term either party
shall have  served  written  notice on the other of its  election  to allow this
Agreement to terminate at the end of such Term. The Initial Term and any Renewal
Terms are hereinafter sometimes collectively referred to as the "Term."

     If either  party  notifies  the other  party  that it shall not  extend the
period of  employment,  Company  may, at its option,  decide that the  Executive
shall utilize any unused vacation and/or take a leave-of-absence for part or all
of the remaining time of his employment,  continuing to receive all compensation
as if actively working.

     3. Termination. The period of employment shall be terminated upon the first
to occur of the following:

          (i)  The expiration of the period of employment  pursuant to Section 2
               of this Agreement.

          (ii) The Executive's death.

          (iii)The   Executive   becoming   permanently   disabled.    Permanent
               disability  shall mean physical or mental  incapacity of a nature
               which prevents  Executive  from  performing his duties under this
               Agreement  for a period  of more than six  months  in any  twelve
               month period.

          (iv) The Executive's employment being terminated by Company for cause.
               Termination  for cause  shall mean  termination  by action of the
               Board of Directors of Company  because of the willful  failure of
               Executive  to  perform  his  duties  and  obligations  under this
               Agreement or failure to execute in a reasonable  and  responsible
               manner the written  policies and  procedures  of Company or gross
               negligence in the  performance of his duties under this Agreement
               or the  commission  by  Executive  of a felony  which the Company
               reasonably  determines  would adversely affect the Company or the
               Conduct of its business.

     4. Compensation and Benefits.

          (a) The  Executive  shall  receive  regular  compensation  (the  "Base
Salary")  at the  initial  rate per annum of One  Hundred  Twenty-Five  Thousand
Dollars  ($125,000.00) for the Initial Term. The Base Salary shall be payable in
arrears  less the usual  payroll  deductions  at the same  times and in the same
manner as salaries paid to other employees of the Company. The Base Salary shall
be reviewed  annually  during  each  January of the Term for  possible  increase
including  participation in any wage increases  applicable generally to salaried
employees of the Company; provided, however, that the Base Salary shall increase
by a minimum of five percent (5%) in January 1999.

          (b) In addition to the Base Salary, the Executive shall be entitled to
receive annual incentive  compensation  payments  ("Incentive  Compensation") at
such times and in such amounts as may be  determined  pursuant to the Bonus Plan
for  Executives  of  subsidiaries  of Bacou  USA,  Inc.,  as in  effect  for the
applicable  year and applied with regard to the operating  results of the Howard
Leight Industries division of the Company. There is attached to this Agreement a
copy of such  Bonus Plan as  applicable  for  fiscal  years  1998 and 1999.  The
maximum possible Incentive  Compensation  payable per annum under this Agreement
shall not  exceed  sixty  percent  (60%) of the  amount of Base  Salary  paid to
Executive  in  the  fiscal  year  for  which  such  Incentive   Compensation  is
determined. Executive acknowledges that, by agreeing to participate in the Bonus
Plan for  subsidiaries  of Bacou  USA,  Inc.,  he  thereby  waives any rights to
participate in any other incentive compensation plan of the Company.

          (c)  Incentive  Compensation  shall be paid by  Company  for the prior
fiscal  year  within  ten (10)  days  after a  decision  is made by the Board of
Directors of Bacou USA,  Inc. as to the amount of such  Incentive  Compensation,
but in any event no later than the earlier of the annual meeting of the Board of
Directors or March 31.

          (d) The Executive shall be entitled to participate in any stock option
plan which Bacou USA,  Inc. may adopt for Company at levels to be  determined by
the Board of Directors of Bacou USA, Inc. in their sole discretion.

          (e) In connection  with the  execution of this  Agreement as a signing
bonus and subject to the  execution  of the Stock  Option  Notice and  Agreement
attached hereto as Exhibit A, Executive  shall receive  $200,000 on execution of
this  Agreement and be granted  options to purchase 5,000 shares of common stock
of Bacou USA, Inc. at $17 per share.

          (f) The  Executive  shall be entitled to  participate  in all savings,
thrift,  retirement or pension, short term and long term disability,  health and
accident,  Blue  Cross/Blue  Shield,  Major  Medical  or other  hospitalization,
holiday,  vacation,  and other fringe benefit  programs  generally  available to
executives of Company in accordance with and subject to the terms and conditions
of such programs.

          (g) In  addition,  the  Executive  shall be  entitled  to receive  the
following benefits:

               (i)  The Executive  shall have the use of a company car,  subject
                    to  the  written  Automobile  Policy  of  Bacou  USA,  Inc.;
                    provided,  however,  that for any  period of time  Executive
                    elects to  continue  using his own  automobile,  the Company
                    shall pay him a car  allowance  of $550 per  month  plus the
                    costs of gas, maintenance, repairs and insurance.

               (ii) The Executive shall be entitled to vacation  pursuant to the
                    written Bacou USA, Inc. Executive Vacation Policy.  Vacation
                    days  will  be  taken  at a time  convenient  for  both  the
                    Executive and Company.  To the extent the Executive does not
                    take all vacation  days the  remaining  days will be carried
                    forward for an unlimited  period or be paid to the Executive
                    at the level of his Base Salary valid for the fiscal year in
                    which vacation days are not taken.

               (iii)When  traveling on Company  business,  the Executive will be
                    provided  coach-class  airfare on domestic  trips;  business
                    class airfare will be provided on international trips.

               (iv) The Executive is authorized to incur reasonable  expenses in
                    connection  with and for the  promotion  of the  business of
                    Company,  including  expenses for meals and lodging (regular
                    hotel room, no suites), entertainment,  and similar items as
                    required  from  time  to  time  by the  Executive's  duties.
                    Company shall  reimburse the Executive for all such expenses
                    upon the presentation of an account therefor,  together with
                    appropriate supporting documentation.

     5. Limitations on Authority.  Except as otherwise provided herein, approval
by the CEO must be obtained  prior to the Executive  taking any of the following
actions on behalf of the Company or any of its affiliates:

          (a) Acquisition or disposition of real property or any rights deriving
     therefrom, or changing title in any such real property;

          (b) Making unplanned capital expenditures or any commitment therefore;

          (c) Borrowing or guaranteeing  any borrowings from or on behalf of any
     party,  or altering the terms of any loan  agreements  for such  borrowings
     except  for any such  loans or  borrowings  as shall be agreed  upon by the
     Board of Directors of Bacou USA, Inc.;

          (d) Hiring or terminating executive personnel;

          (e) Granting  retirement  benefits or other  non-earned  income to any
     individual which is not available to all employees;

          (f)  Modification  of any qualified plan or other benefit plan,  e.g.,
     health insurance;

          (g) Acquiring the assets or shares of another Company or partnership;

          (h) Acquiring or disposing of the assets or shares of the Company,  or
     selling any fixed asset of the Company below book value;

          (i) Entering into or terminating any employment,  consulting, or other
     service  agreements  of  any  kind  or  nature  with  a  monthly  financial
     obligation in excess of U.S. $3,000 for more than six (6) months;

          (j)  Making  basic  changes  in  the   administration,   organization,
     production,  and distribution of Company or any of its affiliates,  as well
     as closing or curtailing the functions of Company or any of its affiliates;

          (k) Filing or settling any lawsuit;

          (l)  Entering  into  any  transaction  on  behalf  of  Company  or its
     affiliates which is not in the usual course of its business;

          (m) Adoption or modification of the annual budget.

     Notwithstanding  the  foregoing,  approval is not  required  for any action
provided  for in the  approved and  applicable  annual  budget or annual plan of
Company.  In addition,  should the CEO be  unavailable,  if an emergency  arises
which requires the Executive to take  immediate  action in which approval as set
forth in this,  Section would otherwise be required,  the Executive is no longer
bound by the limitations described above and is authorized to make a decision in
the best interests of Company.  The Executive will immediately inform the CEO in
writing of any such decisions made by him.

     6.  Non-Disclosure  of  Information.  It is understood that the business of
Company and its affiliates is of a confidential nature. During the period of the
Executive's  employment with Company, the Executive may have received and/or may
secure  confidential   information   concerning  Company  or  any  of  Company's
affiliates or subsidiaries which, if known to competitors thereof,  would damage
Company or its said affiliates or subsidiaries. The Executive agrees that during
and  after the term of this  Agreement  he will not  (except  as  authorized  by
Company  or in the  proper  performance  of his duties or except as ordered by a
court or other body of competent  jurisdiction or as otherwise required by law),
directly or indirectly,  divulge,  disclose or appropriate to his own use, or to
the use of any third party, any secret,  proprietary or confidential information
or knowledge obtained by him during the term hereof concerning such confidential
matters of Company or its subsidiaries or affiliates, including, but not limited
to,  information  pertaining to trade secrets,  systems,  manuals,  confidential
reports,  methods,  processes,  designs,  equipment lists, operating procedures,
equipment  and  methods  used  and  preferred  by  Company's   customers.   Upon
termination of this Agreement,  the Executive shall promptly  deliver to Company
all  materials of a secret or  confidential  nature  relating to the business of
Company  or any  of its  subsidiaries  or  affiliates  which  are,  directly  or
indirectly,  in the  possession  or under  the  control  of the  Executive.  The
provisions of this paragraph shall continue to apply after the Executive  ceases
to be employed  by Company for a period of three (3) years  except in respect of
any  information  or knowledge  disclosed  to the public,  other than through an
unauthorized disclosure by the Executive.

     7. Trade Secrets.  The Executive covenants that he shall, while employed by
Company,  assign,  transfer,  and set over to Company or its designee all right,
title and interest in and to all trade secrets,  secret  processes,  inventions,
improvements, patents, patent applications,  trademarks, trademark applications,
copyrights,  copyright  registrations,  discoveries  and/or  other  developments
(hereinafter  "Inventions")  which he may,  thereafter,  alone or in conjunction
with others, during or outside normal working hours, conceive,  make, acquire or
suggest at any time which relate to the products,  processes, work, research, or
other  activities of Company or any of its  subsidiaries or affiliates.  Any and
all  Inventions  which are of a  proprietary  nature and which the Executive may
conceive,  may acquire or suggest,  either alone or in conjunction  with others,
during his  employment  with Company  (whether  during or outside normal working
hours)  relating to or in any way  pertaining  to or  connected  with  Company's
business,  shall be the sole and  exclusive  property of Company or its designee
and the  Executive,  whenever  requested  to do so by  Company,  shall,  without
further compensation or consideration properly execute any and all applications,
assignments  or  other  documents  which  Company  or its  designee  shall  deem
necessary in order to apply for and obtain  Letters  Patent of the United States
and/or comparable rights afforded by foreign countries for the Inventions, or in
order to assign and convey to Company  or its  designee  the sole and  exclusive
right,  title and  interest  in and to the  Inventions.  This  obligation  shall
continue  beyond the  termination  of this  Agreement with respect to Inventions
conceived or made by the Executive during the term of his employment by Company,
and shall be binding  upon his  assigns,  executors,  administrators,  and other
legal representatives.

     8.  Non-Competition.  (a) During the term of this  Agreement or any renewal
thereof  and,  at  Company's  option for a period of up to one year  thereafter,
should the Executive's  contract be terminated or not be renewed,  the Executive
agrees  that he will not within  the  geographical  area of the  United  States,
engage,  either directly or indirectly,  individually  or as an owner,  partner,
joint  venturer,   employee,   officer,   director,   stockholder,   consultant,
independent  contractor or lender of or to any  corporation,  holding Company or
other business  entity which is in a business  similar to that of Company or any
of its  affiliates.  In the event that Company chooses to exercise its option to
prevent the Executive  from  competing  with Company  following  termination  or
non-renewal  of his  employment,  Company  shall notify the Executive in writing
within  two (2) weeks  following  his last day of  employment  or within two (2)
weeks of notice by  Company  of its  decision  that the  Executive  shall take a
leave-of-absence,  in  either  case  specifying  the  period  of up to one  year
following  termination,  resignation,  or non-renewal of employment during which
such competitive  activity shall be prohibited.  In the event Company  exercises
its option,  Company shall continue to pay Executive his Base Salary at the rate
applicable at the time of termination, resignation or non-renewal for the period
during which the Executive is prohibited from competition with Company,  plus an
amount  equal to the  Incentive  Compensation  paid to him for the prior  fiscal
year,  pro-rated for the period  during which the  Executive is prohibited  from
competition with the Company (if less than a full year); provided, however, that
the  Company  shall not be  obligated  to make any such  payments  (and shall be
entitled to a refund of any payments actually made) to the extent that Executive
violates his  obligation  of  non-competition  or  invalidates  such  obligation
through  legal  action.   Notwithstanding  the  foregoing,   the  Executive  (as
hereinbefore  described  in  Section  2(d))  may own five  (5%)  percent  of the
securities of any business in competition with the business of Company or any of
its  affiliates,  which  securities are regularly  traded on a public  exchange,
provided that any such  ownership  shall not result in the Executive  becoming a
record or beneficial  owner at any time of more than five (5%) percent of equity
securities of said business entity.

     (b) The Executive  shall not during the term of his  Employment  under this
Agreement or any renewal  thereof,  and for a period of one (1) year thereafter,
solicit or arrange to have any other person or entity solicit any person who was
employed  by the  Company or any of its  affiliated  companies  having an annual
compensation  of at least  U.S.  $50,000  per  annum  for  other  employment  or
otherwise  induce such employees to terminate their  employment with the Company
or such affiliates.

     (c) If any provision of this Section is held to be unenforceable because of
the scope, duration or area of its applicability or otherwise,  the legal entity
making that determination  will have the power to modify the scope,  duration or
area, or all of them, and the provision will then apply in its modified form.

     9. Property. All letters, memoranda,  documents,  business notes (including
all copies thereof) and other information  contained on any other computer media
including computer disks and hard drives of the Executive in any manner relating
to the duties of Executive under this agreement are the property of Company.

     10.  Notices.  Any  notices or other  communications  required  to be given
pursuant to this  Agreement  shall be in writing and shall be deemed given:  (i)
upon delivery,  if by hand; (ii) three (3) business days after mailing,  if sent
by registered or certified  mail,  postage  prepaid,  return receipt  requested;
(iii) one (1) business day after mailing, if sent via overnight courier; or (iv)
upon  transmission,  if sent by telex or facsimile except that if such notice or
other  communication  is  received  by telex or  facsimile  after 5:00 p.m. on a
business day at the place of receipt,  it shall be effective as of the following
business day. All notices and other  communications  hereunder shall be given as
follows:

     (a) If to the Company, to it at:

         Bacou USA Safety, Inc.
         10 Thurber Boulevard
         Smithfield, RI  02917
         Attention:  Chief Executive Officer
         Telephone No.:  401-233-0333
         Fax No.:  401-232-2230

     (b) If to the Executive, to him at:

         508 Montera Court
         Chula Vista, CA  91910
         Telephone No.:  619-421-2737

Any party may change its address for receiving  notice or add persons to receive
copies of notices by written notice given to the other names above in the manner
provided above.

     11. Full and Complete Agreement;  Amendment. This Agreement constitutes the
full and complete  understanding and agreement of the parties and supersedes all
prior  understandings  and  agreements,  whether  written  or oral,  express  or
implied, pertaining in any manner to the employment of Executive. This Agreement
may be modified only by a written instrument executed by both parties.

     12.  Construction.  This Agreement shall be construed under the laws of the
State of California without reference to its conflicts of laws provisions.

     13.  Arbitration.  Notwithstanding  the  fact  that  the  parties  shall be
entitled to equitable  relief in order to enforce certain  provisions  hereunder
(e.g.,   temporary  restraining  orders  or  injunctive  relief),  any  dispute,
controversy or claim arising out of or relating to this Agreement, or the breach
hereof,  shall be settled by  arbitration  in  accordance  with the  "Commercial
Arbitration Rules" of the American Arbitration Association in effect on the date
of this  Agreement,  except as varied  below.  The site of any such  arbitration
shall be Los  Angeles,  California  and any  award  shall be  deemed to be a Los
Angeles,  California  award.  There  shall be a single  arbitrator  who shall be
admitted  to  practice  law in  California,  with no less  than ten  (10)  years
experience in the handling of commercial or corporate  matters or disputes.  The
arbitrator  shall render a written decision  stating his reasons  therefor,  and
shall render an award within six (6) months of the request for arbitration,  and
such award shall be final and binding upon both parties. Judgment upon the award
rendered by the arbitrator may be entered in any court of competent jurisdiction
in any state of the United States or country or application  may be made to such
court for a judicial  acceptance of the award and an enforcement,  as the law of
such jurisdiction may require or allow. The substantive law to be applied to any
case determined pursuant to this Section 13 is that of State of California.  The
expense of arbitration  shall be borne by the  respective  parties except to the
extent that the  arbitrators  shall  determine  that the entire expense shall be
borne by a single party.

     14. Binding Nature. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, personal representatives,
successors and assigns.

     IN WITNESS  WHEREOF,  Company and the  Executive  have duly  executed  this
Agreement as of the day and year first written above.

BACOU USA SAFETY, INC.


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


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


EXECUTIVE:


/s/ Ken David Meyers
-----------------------------------
    Ken David Meyers

