
                                                                   Exhibit 99(e)


                              CONSULTING AGREEMENT


     CONSULTING  AGREEMENT  ("Agreement")  made as of the 27th day of  February,
1998, between Bacou USA Safety,  Inc., a Delaware  corporation,  (the "Company")
and Howard S. Leight,  an individual  residing at 6000 Cavalleri  Road,  Malibu,
California 90265  ("Consultant").  As used in this Agreement,  capitalized terms
not  otherwise  defined  shall have the same  meaning  herein as provided in the
Asset Purchase Agreement (defined below).

                                   W I T N E S S E T H:

     WHEREAS,  the  Company is a  wholly-owned  subsidiary  of Bacou  USA,  Inc.
("Bacou"); and

     WHEREAS,  pursuant to an Asset Purchase  Agreement dated as of December 31,
1997 ("Asset Purchase  Agreement")  with Howard S. Leight & Associates,  Inc., a
California corporation  ("Seller"),  Company has purchased  substantially all of
the assets and business of the Seller (the "Acquisition"); and

     WHEREAS,  Consultant is the founder,  Chairman and principal stockholder of
the Seller; and

     WHEREAS,  the Seller was in the business of developing,  manufacturing  and
selling hearing  protection devices  ("Business") and the Company,  by virtue of
the Acquisition, is now engaged in the Business; and

     WHEREAS,  Consultant is experienced and knowledgeable in the process of the
development,  manufacture  and  marketing  of hearing  protection  devices  (the
"Consulting Field"); and

     WHEREAS,  Consultant  desires  to  consult  with  the  Company  and it is a
condition  to the Closing of the  Acquisition  that  Consultant  enter into this
Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained in this Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

     1. ENGAGEMENT.  Upon the terms and conditions  contained in this Agreement,
the  Company  hereby  retains  Consultant,  and  Consultant  hereby  accepts the
engagement, and agrees to perform Consulting Services (as defined below) for the
Company in the Consulting Field.

     2. CONSULTING SERVICES;  DIRECTOR  NOMINATION.  (a) During the term of this
Agreement,  as defined in section 5 below (the  "Term"),  at the  request of the
Company,  Consultant shall give to the Company the benefit of Consultant's skill
and advice in the Consulting Field as the Consultant may offer to the Company or
as the Company may from time to time  reasonably  request which  services may be
rendered over the telephone and the Consultant  shall annually attend and assist
the Company in its  marketing  efforts for the  duration of each of the National
Safety Congress, the National Hygiene Congress and one major international trade
show designated by the Company (the "Consulting Services").

     (b) Each year during the Term of this  Agreement,  the  Directors  of Bacou
then serving on the nominating  committee shall nominate the Consultant to serve
as a member of Bacou's Board of Directors.

     (c) For so long as Consultant is providing  Consulting  Services under this
Agreement he may utilize his existing offices at Seller's San Diego facility.

     3. CONSULTING FEES; BACOU OPTIONS. (a) Consultant's fees for all Consulting
Services  rendered  under  this  Agreement  during the Term shall be paid at the
annual rate of $200,000,  payable in equal  monthly  installments  of $16,667 in
arrears.

     (b) In addition,  Company shall make  contingent  payments to Consultant in
accordance with the following provisions:

               (i) Within  sixty (60) days  following  the end of each
          calendar quarter, Company shall pay to Consultant in cash an
          amount  equal  to four  percent  (4%) of the Net  Sales  (as
          defined  below) of any New Product  (as defined  below) with
          respect  to such  calendar  quarter (a  "Royalty  Payment"),
          provided that no Royalty Payments shall become due hereunder
          for any New Product until the  cumulative  Net Sales of such
          New Product shall exceed  $3,000,000,  whereupon all accrued
          and unpaid Royalty  Payments from the date of first sale for
          such New  Product  shall  become  due and  payable.  Royalty
          Payments  with  respect to each New Product  shall  continue
          until the  expiration of the US patent  relating to such New
          Product;

               (ii) As used in this  Agreement,  the  following  terms
          shall have the meanings set forth below:

                    (A)  "Net  Sales"  shall  mean the  gross  invoice
               amount received from customers for any New Product sold
               by the Company and its affiliates throughout the world,
               less cash and quantity discounts and allowances, taxes,
               freight  charges  and  returns  as  calculated  by  the
               Company's accounting personnel.

                    (B) "New  Product"  shall  mean each and every new
               product relating to the Business developed and marketed
               by the Company,

                         (x) which is  patented  by the Company or for
                    which a patent  application  is  submitted in good
                    faith, or

                         (y) for which a patent  could be obtained but
                    which the Company  determined not to file in order
                    to protect its trade secret,

     and is either principally  derived from ideas conveyed by Consultant to the
Company during the Term of the development of which was initiated principally by
Consultant during the Term; PROVIDED,  HOWEVER, that the product "Multi-Max Dual
Earplug  (patent  pending)",  shall be deemed a New Product for purposes of this
Section 3.

               (iii) As soon as may be practicable  after the last day
          of each calendar quarter, but not later than sixty (60) days
          following  the end of such  calendar  quarter,  Company will
          deliver  to   Consultant  a  statement   setting   forth  in
          reasonable  detail its  calculation  of the Net Sales of the
          New Products for such  calendar  quarter,  and the amount of
          any  Royalty  Payment  to be paid to  Consultant.  If within
          thirty  (30)  days  after  the  delivery  of such  statement
          Consultant has not given written notice to Company disputing
          such  statement  and  indicating  the basis of such dispute,
          that statement shall be deemed correct for all purposes.  In
          the event  Consultant  gives  Company such notice of dispute
          within such thirty (30) day period,  Consultant  and Company
          shall use their best  efforts to settle the  dispute  within
          thirty (30) days after the giving of such notice.

               (iv)  Consultant  shall  have the right on a  quarterly
          basis   and  at  his   expense   to  have   his   accounting
          representative   audit  the  cost   calculation  of  Royalty
          Payments.  If the result of such audit  reveals  more than a
          five percent (5%)  underpayment of Royalty Payments from any
          quarterly period, the Company shall reimburse the Consultant
          for the  cost of such  audit as well as pay  consultant  any
          deficiency which is owed.

     (c)  Effective  upon  the  Closing  Date,  immediately  following  the  due
execution  of this  Agreement,  Bacou  shall grant to  Consultant  the option to
purchase an aggregate of 50,000 shares of the common stock,  $.001 par value, of
Bacou at a price of $17.00 per share.  The option shall  commence on the date of
this Agreement and shall continue for 10 years from the date of this  Agreement,
unless earlier terminated by Consultant.  Consultant shall execute and agrees to
be  bound by the  terms  set  forth in  Bacou's  standard  form of Stock  Option
Agreement, a copy of which is attached hereto.

     4. EXPENSES.  The Company shall arrange and pay for all  reasonable  travel
and other expenses (including first-class airfare for national and international
travel)  incurred by Consultant at the Company's  request in connection with his
attendance at the trade shows (described in Section 2) at the Company's  request
upon  presentation  of  expense  statements,   vouchers,  and  other  supporting
documentation  in such form and containing  such  information as the Company may
from time to time request.

     5. TERM. The term of Consultant's engagement to perform Consulting Services
(the "Term") shall  commence on the date of this  Agreement,  and shall continue
for a period of five years,  unless extended by mutual  agreement by the parties
hereto. Royalty Payments payable pursuant to Section 3(b) shall not terminate as
a result of the expiration of the term of this Agreement.

     6. INDEPENDENT  CONTRACTOR.  In the performance of the Consulting Services,
Consultant shall be deemed to be, and shall be, an independent  contractor,  and
not a joint venturer, partner, employee or agent with or of the Company. Without
limiting the  generality of the  foregoing,  neither the Company nor  Consultant
shall have the power to bind the other,  contractually or otherwise;  Consultant
shall be  entitled  only to the  compensation  and  reimbursement  set  forth in
sections  3 and 4 of this  Agreement  and  not to any  other  so-called  "fringe
benefits" and Consultant  shall be solely  responsible for any and all state and
federal taxes, withholding, FICA, FUTA, worker's compensation, or other payments
due in respect of the compensation paid to Consultant by the Company.

     7.  ASSIGNMENT.  This Agreement shall bind and inure to the benefit of only
Consultant,  the Company  and the  Company's  successors  and  assigns,  and the
Consultant's  legal  representatives,  estate  or  intestate  distributees.  The
Company  may  assign its rights and  obligations  under this  Agreement,  in the
Company's  sole  discretion,   by  giving  Consultant  written  notice  of  such
assignment. Consultant may not assign any of Consultant's rights or delegate any
of  Consultant's  obligations  under this  Agreement  without the express  prior
written consent of the Company.

     8. CONFIDENTIAL INFORMATION.

     (a)  Consultant  shall,  both  prior  to  and  after  termination  of  this
Agreement,  maintain  in  confidence  and not use  the  Proprietary  Information
relating  to  the  Business,  as  defined  below.  Maintaining  the  Proprietary
Information in confidence shall include  refraining from disclosing  Proprietary
Information  to any third  party,  and  refraining  from  using the  Proprietary
Information  for the account of  Consultant  or of any other  person or business
entity.  Consultant agrees not to make any copies of the Proprietary Information
and promptly  upon request,  whether  during or after the Term, to return to the
Company any and all documentary,  machine-readable or other tangible elements or
evidence of the  Proprietary  Information and any copies of the same that may be
in Consultant's possession or under Consultant's control.

     (b) "Proprietary Information" includes any writing, drawing, logo, computer
program, computer database, manual, trade name, trademark, service mark or other
material registered or otherwise protected or protectable under state,  federal,
or foreign patent, trademark,  copyright, or similar laws; any trade or business
secrets of the Company or its affiliates and any technical or business materials
that  are  treated  by  the  Company  or  its  affiliates  as   confidential  or
proprietary,  including,  but not limited to, information  concerning:  customer
lists, salaries and fees paid by the Company or its affiliates, general business
operations,  research  and  development,  ideas,  discoveries,   inventions  and
improvements,   manufacturing   processes,   costs,  profits,  sales,  marketing
strategies,  distribution procedures and agreements,  methods of doing business,
servicing  clients,  customer  relations,  and of costing and making  charge for
services and  products,  business  forms  developed by or for the Company or its
affiliates,  form and content of bids,  proposals and  contracts,  the Company's
internal  reporting  methods,  technical  and Company  data,  documentation  and
drawings,  all  whether in  writing,  oral or  machine-readable  form,  software
programs and databases, however embodied, diagnostic techniques, and information
obtained by or given to the Company or its affiliates  about or belonging to its
customers, potential customers or others.

     9. RIGHTS TO INVENTIONS.

     (a)  Consultant  agrees to disclose  to the  Company  all works,  ideas and
inventions  relating  to the  Business,  whether  or not  subject  to  patent or
copyright protection,  made, conceived or actually or constructively  reduced to
practice  by  Consultant  during the Term or prior  thereto,  whether  solely or
jointly  with  others,  or  which  refer to or are  suggested  by or grow out of
Consultant's  performance  of the  Consulting  Services or from any  information
obtained by Consultant in discussions and meetings with employees of the Company
or any of its affiliates.

     (b)  Consultant  further  hereby  assigns  and agrees to assign said works,
ideas and inventions to the Company  relating to the Business and shall,  at the
Company's  expense,  assist the Company in every  possible  way to protect  such
ideas and  inventions,  including  but not  limited  to  signing  patent  and/or
copyright  applications,  oaths and assignments in favor of the Company relating
to such works, ideas and inventions both in the United States and in any and all
foreign countries.

     (c)  Consultant  agrees  that  all  contractual   rights,   works,   ideas,
inventions,  documents and data developed in connection with  performance of the
Consulting  Services  in the  Consulting  Field  shall  become  and  remain  the
exclusive  property of the  Company and the Company  shall have the right to use
them for any purpose without any additional compensation to Consultant.

     10. NON-COMPETITION.  (a) During the Term of this Agreement, and thereafter
as long as the Company is making Royalty Payments under Section 3(b) at the rate
of $300,000 per quarter,  the Consultant agrees that he will not anywhere in the
world  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 or competes with the Business. Notwithstanding
the foregoing, the Consultant may own five (5%) percent of the securities of any
business in competition  with the Business which securities are regularly traded
on a public  exchange,  provided that any such ownership shall not result in the
Consultant  becoming a record or beneficial  owner at any time of more than five
(5%) percent of equity securities of said business entity.

     (b) The Consultant  shall not during the Term of this Agreement  employ and
for five years thereafter,  retain or arrange to have any other person or entity
employ or retain any person who was employed by Company or any of its affiliated
companies  having an annual  compensation  of at least  U.S.  $50,000  per annum
during the Term of this  Agreement  unless  approved  by the Company in writing,
which approval will not be unreasonably withheld.

     (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.

     11. TERMINATION.  (a) This Agreement shall terminate upon expiration of the
Term, except (i) that the Company shall continue to be obligated to make Royalty
Payments  thereafter if required under Section 3(b) and Consultant  shall remain
subject thereafter to the provisions of Section 10 for so long as the Company is
making Royalty  Payments under Section 3(b) at the rate of at least $300,000 per
quarter.  In  addition,  following  such  termination  the  Consultant  shall be
obligated to comply with any nondisclosure  obligations applicable to Consultant
under  law or  under  this  Agreement,  including  without  limitation  those in
sections 8 and 9 above, and to return all of the Company's property,  including,
without limitation,  any proprietary or confidential  information of the Company
or of third  parties  obtained  by  Consultant  from the  Company  and  property
described in section 9 above.

     (b)  Consultant may terminate  this  Agreement  following  thirty (30) days
written  notice  of a  material  default  in the  performance  of the  Company's
obligations under this Agreement,  provided that such default has not been cured
during  such thirty (30) day  period,  in which event the Company  shall  remain
liable to make Royalty Payments pursuant to Section 3(b).

     12. NO CONFLICTS.  Consultant  represents  and warrants to the Company that
performance of Consultant's  obligations  under this Agreement does not and will
not  violate any written or oral  contract,  agreement,  or court order by which
Consultant  is bound and  Consultant  covenants  not to create  such a violation
during the Term of this Agreement including,  without limitation, such violation
created by using any  information  belonging to any third  party,  that would be
characterized  as Proprietary  Information if such  information  belonged to the
Company.

     13. SEVERABILITY. Should any provision of this Agreement be held by a court
of competent jurisdiction to be unenforceable,  or enforceable only if modified,
such holding shall not affect the validity of the  remainder of this  Agreement,
which shall continue to be binding upon the parties hereto.  The parties further
agree  that  any  such  court  is  expressly   authorized  to  modify  any  such
unenforceable  provision of this Agreement in lieu of severing the unenforceable
provisions  from this  Agreement  in its  entirety,  whether  by  rewriting  the
offending provision, adding additional language to this Agreement or making such
other  modifications  as the court deems warranted to carry out the agreement of
the parties.  The parties  expressly agree that this Agreement as so modified by
the court shall be binding upon and enforceable against each of them.

     14.  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 the 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.

     15. GENERAL PROVISIONS.

     (a) Waiver of any provision of this agreement,  in whole or in part, in any
one instance  shall not  constitute a waiver of any other  provision in the same
instance,  nor any waiver of the same  provision in another  instance,  but each
provision  shall  continue  in full force and effect  with  respect to any other
then-existing or subsequent breach.

     (b) Any notice required or permitted under this agreement shall be given in
writing by delivery in hand or by postage prepaid, registered or certified mail,
return receipt requested to the parties at their respective  addresses specified
in the Asset  Purchase  Agreement,  or at such other address for a party as that
party may specify by notice. Notice shall be effective upon receipt.

     (c) This agreement: (i) may be executed in any number of counterparts, each
of which,  when executed by both parties to this agreement shall be deemed to be
an original, and all of which counterparts together shall constitute one and the
same  instrument;  (ii) shall be governed by and construed under the laws of the
State of California applicable to contracts made, accepted, and performed wholly
within California, without application of principles of conflicts of laws; (iii)
constitutes  the entire  agreement  of the parties  with  respect to its subject
matter,  superseding  all  prior  oral and  written  communications,  proposals,
negotiations,  representations,  understandings, courses of dealing, agreements,
contracts,  and the  like  between  the  parties  in such  respect;  (iv) may be
amended,  modified,  or  terminated,  and any right under this  agreement may be
waived  in whole or in part,  only by a  writing  signed  by both  parties;  (v)
contains  headings only for  convenience,  which  headings do not form part, and
shall not be used in construction,  of this agreement; (vi) shall bind and inure
to the  benefit  of the  parties  and their  respective  legal  representatives,
successors  and  permitted  assigns;  and (vii) is not  intended to inure to the
benefit of any third-party beneficiaries.

     (d) The obligations imposed by this agreement are unique.  Breach of any of
such  obligations  would  injure the parties to this  agreement;  such injury is
likely to be difficult to measure; and monetary damages,  even if ascertainable,
are likely to be inadequate compensation for such injury. Therefore, the parties
to this  agreement  acknowledge  and agree  that  protection  of the  respective
interests in this agreement would require equitable relief,  including  specific
performance and injunctive  relief,  in addition to any other remedy or remedies
that the parties  may have at law or under this  agreement,  including,  without
limitation,  entitlement to  reimbursement  by the breaching party or parties of
the legal fees and expenses of the injured  party or parties  prevailing  in any
such suit.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
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


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


                                                                       
                              Acknowledged and Agreed solely with respect to 
                              Section 2(b) and 3(c):

                              BACOU USA, INC.


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


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


