
                                                                       Exhibit G
                                                                       ---------
               AMENDMENT NO. 2 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,


AND


                                       1



<PAGE>

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  amended pursuant to an amendment (the "Amendment
no.  1") dated  April 24,  2001,  (the  agreement  as  amended  pursuant  to the
Amendment  no.  1 being  hereafter  referred  to as the  "Agreement"),  whereby,
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.





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.

2.        At the fifth line of Article 1.2(e) of this Agreement,  the terms "and
          the Third Block of Shares" are added after the terms "the Second Block
          of Shares".

3.        Paragraph  (a) of Article 1.3 of the Agreement is deleted and replaced
          by the following provisions:

          "(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:  11,417 Shares;
                    Second Beneficiary: 22,832 Shares.



                                        2





<PAGE>
                    The purchase  price of 248,323  shares (the "Second Block of
                    Shares") is four  hundred  forty  eight  million one hundred
                    eighty  five  thousand  and seven  hundred  sixty six French
                    Francs  (FRF  448,185,766)   plus  interest   determined  in
                    accordance  with  Article  1.3(d)  below (the  "Price of the
                    Second  Block of  Shares").  The  second  Block of Shares is
                    allocated  as  follows   among  the   Beneficiaries:   First
                    Beneficiary  82,774  shares;  Second  Beneficiary:   165,549
                    shares.

                    The  purchase  price of 188,381  shares (the "Third Block of
                    Shares") is three  hundred  thirty nine million nine hundred
                    ninety nine  thousand  and four  hundred  forty eight French
                    Francs  (FRF  339,999,448),   plus  interest  determined  in
                    accordance  with  Article  1.3(e)  below (the  "Price of the
                    Third  Block of  Shares").  The  Third  Block of  Shares  is
                    allocated  among  the   Beneficiaries   as  follows:   Third
                    Beneficiary: 188,381 Shares.

4.        Paragraph  (b) of Article 1.3 of the Agreement is deleted and replaced
          by the following provisions:

          "(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 33.1/3
                    percent of the Price of the First Block of Shares,  and (ii)
                    the Second  Beneficiary  shall pay by wire  transfer  to the
                    Promissor  bank  account,   as  shall  be  notified  by  the
                    Promissor,  the amount of 66.2/3 percent 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 33.1/3 percent of
                    the Price of the  Second  Block of  Shares,(ii)  the  Second
                    Beneficiary  shall pay an amount equal to 66.2/3  percent 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.

                                       3
<PAGE>

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

                    At the Closing of the Third Block of Shares,  and subject to
                    the  reduction in the Price of the Third Block of Shares set
                    forth in Article  1.5,  the Third  Beneficiary  shall pay by
                    wire  transfer to the Promissor  bank  account,  as shall be
                    notified  by the  Promissor,  the amount of the Price of the
                    Third Block of Shares;"

5.        Paragraph  (d) of Article 1.3 of the Agreement is deleted and replaced
          by the following provision:

          "(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
                    four  hundred  forty eight  million one hundred  eighty five
                    thousand   seven   hundred  sixty  six  French  Francs  (FRF
                    448,185,766) less the First  Beneficiary  Deposit and Second
                    Beneficiary  Deposit (and as from its payment date, less the
                    Second Beneficiary Additional Deposit),  such interest being
                    calculated on the basis of the actual number of days elapsed
                    in a 365-day year."

6.        The following  paragraph (e) is added at the end of Article 1.3 of the
          Agreement:

          "(e)      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  Third  Block on the  amount of
                    three hundred  thirty nine million nine hundred  ninety nine
                    thousand   four  hundred  forty  eight  French  Francs  (FRF
                    339,999,448) less the Third Beneficiary Deposit (and as from
                    its  payment  date,  less the Third  Beneficiary  Additional
                    Deposit)."

7.        The first paragraph (a) of Article 1.4 of the Agreement is deleted and
          replaced by the following provision:



                                       4




<PAGE>
         "(a)       In the event that the  Closing  of the Second  Block and the
                    Closing of the Third Block occur,  then the aggregate of the
                    Price of the  Second  Block of  Shares  and the Price of the
                    Third 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: (...)" 8. Article 2 of the Agreement
                    is deleted and replaced by the following provision:

                    "3.      Closing
                             -------

                    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  First  and  Second  Beneficiaries  on or
                    within 5 days from the date of occurrence of the Transfer of
                    Control of the Company.

                    The  closing in respect  of the Third  Block of Shares  (the
                    "Closing  of the Third  Block")  shall occur at the later of
                    (i) a date determined by the Third  Beneficiary on or within
                    5 days  from  the  date of  occurrence  of the  Transfer  of
                    Control of the Company or (ii) September 6, 2001.

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

                    At the  Closing of the Third  Block,  the Third  Beneficiary
                    shall  pay the  Price of the  Third  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 and the
                    Closing of the Third Block."

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

                    "3.      Conditions
                             ----------

                    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 and of the Third
                    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").

                                       5

<PAGE>

                    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 of Shares and of the Third Block of Shares."

10.       In Article 5 of the  Agreement,  the words  "provided  that...Date  of
          Termination of the Second Block" are replaced by the words:

                    "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 of Shares  and of the Third  Block of Shares  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,  whichever occurs first, in
                    all  instances,  free  from all  liens,  pledges,  rights or
                    claims of any nature whatsoever".

11.       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.

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

13.       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 May, 2001.



THE PROMISSOR:


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





                                      6




<PAGE>
/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



THE GUARANTOR:


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






