
                                                                   Exhibit 99(d)


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT  made as of this 27th day of February,  1998, by and between
Thomas A. Wagner,  1371 Harbour Town Place, Chula Vista, CA 91915  ("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   -Manufacturing   and
Distribution of Seller; and

     WHEREAS,  Company  wishes to  secure  the  services  of  Executive  as Vice
President  -Manufacturing and Distribution 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  -Manufacturing  and Distribution 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  wan-ants 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.

     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 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 Ten Thousand Dollars ($110,000.00) 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.

     (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 and subject to the
execution of the Stock Option Notice and Agreement attached hereto as Exhibit A,
Executive  shall 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,
retirement and long term 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;

          (1)  Entering  into any action 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,  prorated 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:
                1371 Harbour Town Place
                Chula Vista, CA 91915
                619-421-5681

     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/  Thomas A. Wagner
--------------------------
     Thomas A. Wagner


