
                                                                       Exhibit F
                                                                       ---------

               AMENDMENT NO.1 TO THE AGREEMENT DATED JULY 8, 2000



BETWEEN:



Mevra Beheer BV, a company  organised under the laws of the Netherlands,  having
its registered  office at 3439 MG  Nieuwegein,  Galvanibaan,  1-3,  Netherlands,
registered at Registry of Commerce  under number  30127674,  represented  by Mr.
Walter Vandeputte,  its chairman, and by Mr. Eric Vandoninck, its director, duly
empowered,

          (hereafter the "Promissor")

                                                              OF THE FIRST PART,



Protection  Participation,  a French societe civile having its registered office
at Z.I Paris Nord II, 13 rue de la Perdrix, 93290 Tremblay-en-France, registered
at the  commercial  companies  registry of Bobigny  under  number D 432 081 503,
represented by Mr. Philippe Bacou, its gerant, duly empowered,

          (hereafter the "First Beneficiary"),



Hobar  Corporation  NV, a company  organised  under the laws of The  Netherlands
Antilles  established at Curacao,  Caracasbaaiveg 201, registered at the Chamber
of Commerce of Curacao under number 60551,  represented  by its General  Manager
CTF Corporation NV, itself represented by Mr. Philip Willem van der Heijden,

          (hereafter the "Second Beneficiary"),

Sauvegarde LLC, a Delaware limited liability company, having its offices at 8583
Egret Meadow Lane,  West Palm Beach,  Florida,  USA,  represented  by Mr. Walter
Stepan, duly empowered,

          (hereafter, the "Third Beneficiary"),

The First Beneficiary, Second Beneficiary and Third Beneficiary acting severally
and not jointly and hereafter together referred to as the "Beneficiaries".

                                                             OF THE SECOND PART,




<PAGE>


AND



Vandeputte  International  NV, a company  organised  under the laws of  Belgium,
having its registered office at Binnensteenweg,  160, B-2530, Boechout, Belgium,
registered  at the Registry of Commerce of Antwerp  under number  n(degree)  322
211, represented by Mr. Walter Vandeputte, duly empowered,

          (hereafter referred to as the "Guarantor")

                                                              OF THE THIRD PART.



WHEREAS:

          On July 8, 2000 the  Promissor,  the  Beneficiaries  and the Guarantor
have entered into an agreement (the "Agreement")  whereas,  subject to the terms
and conditions set forth therein,  the Promissor granted to the Beneficiaries an
option to  purchase  470,953  shares in the company  Bacou SA, a French  societe
anonyme registered under number 348 982 307 RCS Romans.

          On  September  1,  2000 the  Beneficiaries  exercised  the  option  to
purchase  granted to them under the  Agreement  and acquired  470,953  shares of
Bacou SA.

          On March 26, 2001 the Second  Beneficiary  notified  the  extension in
accordance with Section 2 of the Agreement.

          Following  an  active  bid  process  and in  relation  to the  results
thereof, of which the parties have been fully informed,  the parties have agreed
to amend the Agreement.



IT IS NOW HEREBY AGREED AS FOLLOWS:

1.   All terms  commencing with a capital letter will have the meaning  ascribed
     to them in the Agreement, unless otherwise defined herein.

     "Transfer  of control  of the  Company"  shall mean the direct or  indirect
     transfer to one or more third party buyers (of which the  Beneficiaries and
     the  existing  direct  or  indirect  shareholders  of  the  Company  may be
     shareholders),  in one or more step transactions, of the direct or indirect
     control over more than 80% of the shares of the Company.

2.   The Second  whereas  clause of the Agreement is deleted in its entirety and
     replaced by the following terms:

     "The  Promissor is prepared to grant to the  Beneficiaries  an  irrevocable





                                      -2-

<PAGE>
     option to purchase all, but not part of the Shares,  and the  Beneficiaries
     are prepared to accept the grant of such option on the terms and conditions
     set forth herein."

3.   Article  1.2(e) of the  Agreement is deleted and replaced by the  following
     provision:

     "(e) As from the Exercise Date, the Beneficiaries shall place the Shares in
          escrow in accordance  with Article 5 below,  the First Block of Shares
          (as defined hereinafter) to be held in escrow until the Closing of the
          First Block (as defined  hereinafter)  and the Second  Block of Shares
          (as defined  hereinafter)  to be held in escrow  until the Transfer of
          Control of the Company or the Date of  Termination of the Second Block
          (as defined hereinafter)."

4.   Article  1.3 of the  Agreement  is deleted and  replaced  by the  following
     provision :

     "(a) The purchase  price for 34,249 Shares (the "First Block of Shares") is
          fifty five  million  French  Francs  (FRF  55,000,000)  plus  interest
          determined in accordance  with Article 1.3(c) below (the "Price of the
          First Block of  Shares").  The First Block of Shares is  allocated  as
          follows  among the  Beneficiaries:  First  Beneficiary:  6,851 Shares;
          Second Beneficiary: 13,699 Shares; Third Beneficiary: 13,699 Shares.

          The purchase price of 436,704 shares (the "Second Block of Shares") is
          seven  hundred  eighty  eight  million  and one  hundred  eighty  five
          thousand two hundred and fourteen French Francs (FRF 788,185,214) plus
          interest  determined  in  accordance  with  Article  1.3(d) below (the
          "Price of the Second Block of Shares").

     (b)  The Price of the First Block of Shares shall be paid to the  Promissor
          as follows:

          At the Closing of the First Block (i) the First  Beneficiary shall pay
          by wire transfer to the Promissor  bank account,  as shall be notified
          by the  Promissor,  the amount of twenty percent (20%) of the Price of
          the First Block of Shares,  (ii) the Second  Beneficiary  shall pay by
          wire transfer to the Promissor  bank account,  as shall be notified by
          the  Promissor,  the amount of forty percent (40%) of the Price of the
          First Block of Shares,  and (iii) the Third  Beneficiary  shall pay by
          wire transfer to the Promissor  bank account,  as shall be notified by
          the  Promissor,  the amount of forty percent (40%) of the Price of the
          First Block of Shares;

          The Price of the Second Block of Shares shall be paid to the Promissor
          as follows:

          At the Closing of the Second  Block,  and subject to the  reduction in
          the Price of the Second  Block of Shares set forth in Article 1.5, (i)
          the First Beneficiary shall pay by wire transfer to the Promissor bank
          account,  as shall be notified by the Promissor,  the amount of twenty




                                      -3-

<PAGE>

          percent  (20%) of the Price of the  Second  Block of  Shares,(ii)  the
          Second Beneficiary shall pay an amount equal to forty percent (40%) of
          the  Price of the  Second  Block of  Shares,  the  Second  Beneficiary
          effecting such payment by paying an amount of LUF 1,650,000,000  plus,
          for the period between  October 1, 2000 and the date of Closing of the
          Second  Block,  interest  calculated  on three month  Euribor plus one
          percent (1%),  interest  being  calculated on the effective  number of
          days  elapsed,  to Alesia  S.A.,  a  Luxembourg  company,  having  its
          registered office at Rue Aldringen 14, Luxembourg, by wire transfer to
          Alesia S.A.  bank  account,  as shall be notified by Alesia S.A.,  the
          balance  of the  payment  of  the  price  to be  paid  by  the  Second
          Beneficiary  being  paid  to the  Promissor  by wire  transfer  to the
          Promissor bank account,  as shall be notified by the  Promissor;  such
          payment  stipulation  in  favour  of Alesia  shall be  construed  as a
          "stipulation pour autrui",  accepted by Alesia, it being specified for
          the  sake  of  clarity  that  the  Second  Beneficiary  shall  have no
          obligation  whatsoever  to make any payment to Alesia in the event the
          Price of the Second Block of Shares is not due and payable,  including
          following termination of the purchase of the Second Block of Shares in
          accordance with Article 3 below,  and that the Second  Beneficiary may
          oppose  to  Alesia  all  the  exceptions  that  it may  oppose  to the
          Promissor hereunder, and (iii) the Third Beneficiary shall pay by wire
          transfer to the Promissor  bank  account,  as shall be notified by the
          Promissor,  the  amount  of forty  percent  (40%) of the  Price of the
          Second Block of Shares;

     (c)  Interest at the Euribor rate (1 year) as shown on the Telerate  screen
          (currently page 248) under the aegis of the Banking  Federation of the
          European Union at approximately 11 a.m. (Brussels time) on December 1,
          2000 plus a margin of 1% per annum  shall  accrue as from  December 1,
          2000 until the date of Closing  of the First  Block,  on the amount of
          fifty five million French Francs (FRF 55,000,000);

     (d)  Interest at the Euribor rate (1 year) as shown on the Telerate  screen
          (currently page 248) under the aegis of the Banking  Federation of the
          European Union at approximately 11 a.m. (Brussels time) on December 1,
          2000, plus a margin of 1% per annum,  shall accrue as from December 1,
          2000 until the date of  Closing  of the Second  Block on the amount of
          seven hundred  eighty eight  million one hundred  eighty five thousand
          two hundred and  fourteen  French  Francs (FRF  788,185,214)  less the
          Deposit (and as from its payment date,  less the Additional  Deposit),
          such  interest  being  calculated on the basis of the actual number of
          days elapsed in a 365-day year."

5.   Paragraphs (a), (b) and (c) of Article 1.4 of the Agreement are deleted and
     replaced by the following provision:

          "1.4 Supplementary Price



                                      -4-

<PAGE>
     (a)  In the event that the  Closing of the Second  Block  occurs,  then the
          Price  of  the  Second  Block  of  Shares  shall  be  increased  by  a
          supplementary  price (hereafter the "Supplementary  Price") calculated
          on the  basis of the  Bacou SA Value  (as  defined  in  paragraph  (c)
          hereafter), as follows:

          (i)  if the Bacou S.A Value is less than or equal to three billion one
               hundred and fifty  million  French  Francs  (FRF  3,150,000,000),
               then:

               the Supplementary Price shall be zero.

          (ii) If the Bacou S.A Value is greater than three  billion one hundred
               and fifty  million  French Francs (FRF  3,150,000,000),  but less
               than or equal to four billion French Francs (FRF  4,000,000,000),
               then:

               Supplementary   Price   =  85%   [Bacou   S.A.   Value   -   (FRF
               3,150,000,000)] x 38.08%.

          (iii)If the Bacou  S.A  Value is  greater  than  four  billion  French
               Francs (FRF 4,000,000,000), then:

               Supplementary Price = (FRF 275,128,000) + 90% [Bacou S.A. Value -
               (FRF 4,000,000,000)] x 38.08%.

     (b)  The First  Beneficiary shall pay to the Promissor twenty percent (20%)
          of the  Supplementary  Price by the  remittance  to the Promissor of a
          bank check on the date of receipt  by the  Beneficiaries  of the total
          payment of the  definitive  price for the  Transfer  of Control of the
          Company in freely available funds, the Supplementary Price not bearing
          interest.

          The Second  Beneficiary shall pay to the Promissor forty percent (40%)
          of the  Supplementary  Price by the  remittance  to the Promissor of a
          bank check on the date of receipt  by the  Beneficiaries  of the total
          payment of the  definitive  price for the  Transfer  of Control of the
          Company in freely available funds, the Supplementary Price not bearing
          interest.

          The Third  Beneficiary  shall pay to the Promissor forty percent (40%)
          of the  Supplementary  Price by the  remittance  to the Promissor of a
          bank check on the date of receipt  by the  Beneficiaries  of the total
          payment of the  definitive  price for the  Transfer  of Control of the
          Company in freely available funds, the Supplementary Price not bearing
          interest.

     (c)  The Bacou SA Value (the "Bacou SA Value")  shall equal the  difference
          between:

          (a)  the  product of (i) the  transfer  price per share of the Company



                                      -5-

<PAGE>

               (following adjustment,  if necessary) paid to the shareholders of
               the  Company in the  Transfer  of Control of the Company and (ii)
               the  number  of  shares  of the  Company  giving,  at the date of
               completion of the Transfer of Control of the Company,  control of
               all of the shares and the voting rights of the Company, and

          (b)  the sum of (x) all of the duly  documented  expenses  relating to
               the Transfer of Control of the Company,  as reasonably  (the term
               "reasonably"  being  construed  with  reference to  international
               transactions  of a similar  scale and nature)  incurred by all of
               the  transferors,  direct or indirect  shareholders of Bacou S.A.
               and by  Bacou  USA Inc.  (including  the  fees  and  expenses  of
               advisors, lawyers and investment banks) and (y) a fixed amount of
               FRF  150,000,000  to account for bonus and incentive  payments to
               employees of Bacou SA and its subsidiaries.

               In the event of payment by the third  party  buyer of all or part
               of the transfer price in a currency other than French francs, the
               applicable  exchange  rate shall be the Euro / currency  exchange
               rate published by the French central bank ("Banque de France") on
               the date of Closing  of the Second  Block,  as  published  in the
               French "Journal Officiel".

               In the event  that all or part of the  transfer  price is paid in
               listed securities, including stocks, bonds, financial instruments
               or other securities  (together the "Securities"),  the Bacou S.A.
               Value   shall   be  the  sum  of  cash   consideration   paid  to
               Beneficiaries  for the Shares and of the aggregate  proceeds from
               the disposal by the  Beneficiaries of the Securities,  net of all
               expenses  reasonably (the term "reasonably"  being construed with
               reference to transactions of a similar scale and nature) incurred
               by the  Beneficiaries  relating to such  disposal  (including  in
               relation to any mechanism  entered into to protect against market
               fluctuation),  such  sum  to  be  divided  by  0.3808,  it  being
               specified  that  the  Beneficiaries  shall  (i)  dispose  of  the
               Securities as soon as possible  following  the  expiration of any
               applicable  lock-up  period,  (ii) protect as far as  financially
               reasonable  the  proceeds  of the  disposal  of  such  Securities
               against  market  fluctuations  and  (iii)  only  dispose  of  the
               Securities  on  a  stock  exchange  or  in  a  private  placement
               transaction to an unrelated third party at an arm's length price,
               either of which shall be in accordance with any applicable  rules
               and market practices.  The  Beneficiaries  shall consult with the
               Promissor in respect of their decisions regarding disposal of the
               Securities.

               The Beneficiaries agree to disclose to the Promissor all relevant
               terms of the  agreement  with a third  party buyer  necessary  to
               assess the Bacou SA Value,  the Promissor hereby agreeing to keep
               such  information  confidential  and  to use it  solely  for  the
               purpose of the determination of the Bacou SA Value.

               In the event of disagreement  over the establishment of the Bacou
               S.A



                                      -6-

<PAGE>

               Value,  the parties agree that all disputes shall be submitted to
               an expert  (hereafter  referred to as the "Expert").  The parties
               agree that the  Expert  shall be  Salustro  Reydel.  However,  if
               Salustro  Reydel  is  unable  to act as  Expert  for  any  reason
               whatsoever,  the Expert  shall be chosen by common  accord of the
               Beneficiaries  and the  Promissor,  or in the  event  of  failure
               within the eight (8) days  following the written demand of either
               of the  Beneficiaries or the Promissor to designate an Expert, by
               an order from the  President of the Tribunal de Commerce de Paris
               presiding   as   in   summary   proceedings,   from   among   the
               internationally renowned accounting firms operating in France.

               The Expert shall act as an independent expert with the mandate of
               the parties in  accordance  with the terms of Article 1592 of the
               Civil Code and his decisions shall be binding, except in the case
               of manifest error. The Expert's  function shall be limited to the
               resolution of any  disagreement  as to the  determination  of the
               Bacou S.A.  Value by applying  the  principles  set forth in this
               Article  1.4 and the  Expert  shall  notify his  decision  to the
               Beneficiaries and the Promissor as soon as possible. The Expert's
               fees shall be shared equally  between the  Beneficiaries,  on the
               one hand, and the Promissor, on the other hand."

6.   In  Paragraphs  (ii) and (iii) of Article  1.5 of the  Agreement,  the term
     "Closing" is replaced by "Closing of the Second  Block".  Paragraph (iv) of
     Article  1.5 of the  Agreement  is deleted and  replaced  by the  following
     provisions:

     (iv) In the event that the Closing of the Second  Block does not take place
          on or prior to March 31,  2001 and the  Second  Beneficiary  elects to
          extend  the date for  Closing  of the  Second  Block to June 30,  2001
          (which extension has been made), then in the event that the Closing of
          the Second Block does not take place on or prior to June 30, 2001, the
          Deposit shall be retained by the Promissor for the following purposes:

          (a)  If the Closing of the Second  Block occurs on or prior to October
               1, 2001,  then the  Promissor  shall  retain the  Deposit and the
               First  Beneficiary  Deposit shall be offset against the amount of
               the  Price  payable  by the  First  Beneficiary  as set  forth in
               Article 1.3(b),  the Second  Beneficiary  Deposit shall be offset
               against the amount of the Price payable by the Second Beneficiary
               as set forth in Article 1.3(b) and the Third Beneficiary  Deposit
               shall be offset  against  the amount of the Price  payable by the
               Third Beneficiary as set forth in Article 1.3(b).

          (b)  In the event that the  Closing of the Second  Block does not take
               place on or prior to October  1, 2001 and the Second  Beneficiary
               and the Third Beneficiary do not jointly elect to extend the date
               for Closing of the Second  Block to  December  31, 2001 or do not
               pay the Additional Deposit (as defined  hereafter),  as set forth
               in paragraph  (iii) below,  then the Deposit shall be retained by
               the Promissor;



                                      -7-

<PAGE>

     (v)  In the event that the Closing of the Second  Block does not take place
          on or prior to October 1, 2001, the Second  Beneficiary  and the Third
          Beneficiary  may elect to extend the date for Closing to December  31,
          2001,  provided  that on or prior to  October 3,  2001,  they  jointly
          notify the Promissor and the First Beneficiary of such election and on
          or prior to  October  3,  2001,  the  Second  Beneficiary  pays to the
          Promissor the amount of eight million seven hundred and fifty thousand
          French  Francs (FRF  8,750,000)  (the "Second  Beneficiary  Additional
          Deposit")  and on or prior to October 3, 2001,  the Third  Beneficiary
          pays to the  Promissor  the amount of eight  million seven hundred and
          fifty thousand French Francs (FRF  8,750,000) (the "Third  Beneficiary
          Additional   Deposit"  and  together   with  the  Second   Beneficiary
          Additional Deposit, the "Additional Deposit");  then, if such election
          and payment of the Additional Deposit are made as set forth above, (a)
          in the event that the Closing of the Second  Block does not take place
          on or prior to December 31, 2001,  then the Deposit and the Additional
          Deposit  shall be retained by the  Promissor  or (b) in the event that
          the  Closing of the Second  Block  takes place on or prior to December
          31,  2001,  then  the  Promissor  shall  retain  the  Deposit  and the
          Additional Deposit,  and the First Beneficiary Deposit shall be offset
          against the amount of the Price payable by the First  Beneficiary  set
          forth in Article 1.3(b), the Second Beneficiary Deposit and the Second
          Beneficiary  Additional  Deposit shall be offset against the amount of
          the Price  payable  by the  Second  Beneficiary  set forth in  Article
          1.3(b) and the Third  Beneficiary  Deposit  and the Third  Beneficiary
          Additional  Deposit  shall be offset  against  the amount of the Price
          payable by the Third Beneficiary set forth in Article 1.3(b)."

7.   Article  2 of the  Agreement  is  deleted  and  replaced  by the  following
     provision:

          "The Closing in respect of the First Block of Shares (the  "Closing of
          the First Block")  shall occur on May 31, 2001, at the latest.  At the
          Closing of the First  Block the  Beneficiaries  shall pay the Price of
          the First Block of Shares in the manner set forth in Article 1.3(b).

          The Closing in respect of the Second Block of Shares (the  "Closing of
          the  Second   Block")  shall  occur  at  a  date   determined  by  the
          Beneficiaries  on or within 5 days from the date of  occurrence of the
          Transfer of Control of the Company.

          At the Closing of the Second Block,  the  Beneficiaries  shall pay the
          Price of the Second Block of Shares in the manner set forth in Article
          1.3(b).

          If no transfer of Control of the Company  occurs,  then any one of the
          Beneficiaries  shall notify the Promissor of the non-occurrence of the
          Closing of the Second Block."

8.   Article  3 of the  Agreement  is  deleted  and  replaced  by the  following
     provisions:

                                      -8-

<PAGE>

          "In the event that either (a) the Closing of the Second Block does not
          occur on October 1, 2001 at the latest and the Second  Beneficiary and
          the Third  Beneficiary  do not elect to extend the date for Closing of
          the Second Block to December 31, 2001,  as provided for in Article 1.5
          above,  or (b) the  Closing  of the  Second  Block  does not  occur on
          December 31, 2001 at the latest, then the purchase by each Beneficiary
          of the  Shares  of the  Second  Block  of  Shares  purchased  by  such
          Beneficiary  following  exercise  of the  Option  in  accordance  with
          Article  1.2 above,  shall be  automatically  ("automatiquement  et de
          plein droit")  terminated,  such termination being effective,  without
          retroactive  effect,  in the event of (a) above on October 4, 2001 and
          in the event of (b)  above,  on  January 1, 2002 (each such date being
          hereafter  referred  to as the  "Date  of  Termination  of the  Second
          Block").

          The   Beneficiaries  and  the  Promissor  agree  that  following  such
          termination,  all  Beneficiaries  shall have, as their sole obligation
          hereunder,  to  surrender  on the Date of  Termination  of the  Second
          Block, all the Shares of the Second Block."

9.   In Article 5 of the Agreement, the words "provided that the Shares shall be
     automatically  released  from the Escrow  Account at the  Closing or on the
     Date of Sale" are replaced by the following provision:

          "provided  that the  Shares  of the  First  Block of  Shares  shall be
          automatically  released from the Escrow  Account at the Closing of the
          First Block, and the Shares of the Second Block shall be automatically
          released from the Escrow Account on the date of Transfer of Control of
          the Company or on the Date of Termination of the Second Block".

10.  In  Sections  (i) and  (ii) of  Article  6(a) of the  Agreement,  the  term
     "Closing" is replaced by "Closing of the Second Block".

11.  In the fifth line of the first paragraph of Article 7 of the Agreement, the
     terms  "Closing"  is replaced by "Closing of the First Block and of Closing
     of the Second  Block" and in the  seventh  line of the first  paragraph  of
     Article 7 of the  Agreement  the term  "Closing" is replaced by "Closing of
     the First Block or the Closing of the Second Block".

12.  The  Promissor  hereby  represents  that he is  fully  informed  of the bid
     process conducted in respect of the Company and of the current  negotiation
     taking place to effect a Transfer of Control of the Company and that he has
     received copy of the letter of intent executed by the  Beneficiaries  dated
     March 24, 2001.

13.  This  Amendment only amends and supersedes the Agreement to the extent that
     it is expressly stated in this Amendment.  This Amendment is not a novation
     to the Agreement.

14.  Any  dispute  arising  out of or in  relation  to this  Amendment  shall be
     exclusively brought before the competent French Courts.



                                      -9-

<PAGE>

15.  This Amendment is governed by and construed in accordance with French law.

          IN WITNESS  WHEREOF the parties  hereto have signed this  agreement in
six originals, on April 24, 2001.



THE PROMISSOR:


/s/ Walter Vandeputte
----------------
Name: Mr. Walter Vandeputte
Title: Chairman




/s/ Eric Vandoninck
----------------
Name: Mr. Eric Vandoninck
Title: Director



THE FIRST BENEFICIARY:


/s/ Philippe Bacou
----------------
Name: Mr. Philippe Bacou
Title: Gerant



THE SECOND BENEFICIARY:


/s/ Philip Willem van der Heiden
----------------
Name: Mr. Philip Willem van der Heiden
duly authorized



THE THIRD BENEFICIARY:


/s/ Walter Stepan
---------------------
Name: Mr. Walter Stepan
duly authorized




                                      -10-



<PAGE>


THE GUARANTOR:


/s/ Walter Vandeputte
----------------
Name: Mr. Walter Vandeputte
duly empowered







                                      -11-




