<SUBMISSION>
<ACCESSION-NUMBER>0000950127-01-500124
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010601
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>BACOU USA INC
<CIK>0001006027
<ASSIGNED-SIC>3851
<IRS-NUMBER>050470688
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-49201
<FILM-NUMBER>1652368
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10 THURBER BLVD
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
<PHONE>4012330333
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10 THURBER
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>BACOU S A
<CIK>0001120217
<ASSIGNED-SIC>
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>168 AVE DES AUREATS
<STREET2>2600 VALENCE FRANCE
<PHONE>01133149907000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>168 AVE DES AUREATS
<STREET2>2600 VALENCE FRANCE
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>aschedule13da.txt
<DESCRIPTION>SCHEDULE 13D/A
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A
                                (Amendment No. 1)

                    Under the Securities Exchange Act of 1934


                                 Bacou USA, Inc.
                        -------------------------------
                                (Name of Issuer)

                                  Common Stock
                        -------------------------------
                         (Title of Class of Securities)

                                   056439102
                                 (CUSIP Number)



Winfield Major, Esq.                                 with copies to:
Bacou USA, Inc.                                      Timothy B. Goodell, Esq.
10 Thurber Boulevard                                 White & Case LLP
Smithfield, RI 02917                                 1155 Avenue of the Americas
(401) 233-0333                                       New York, New York 10036
                                                     (212) 819-8200

--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)


                                  May 29, 2001
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b),  for other
parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>


          This Amendment No. 1 amends and  supplements the Schedule 13D filed on
July 26,  2000  (the  "Statement")  by  Bacou  SA,  a  French  societe  anonyme,
Engineering  Henri Bacou SA, a French  societe  anonyme,  Ms.  Jacqueline  Maggi
Bacou,  Mr. Philippe  Bacou,  Mr.  Christophe  Bacou and Ms.  Veronique  Mirabel
(collectively referred to as the "Reporting Persons"), in relation to the common
stock (the  "Common  Stock") of Bacou USA,  Inc.,  a Delaware  corporation  (the
"Company").  Capitalized  terms used but not  defined  herein  have the  meaning
ascribed to such terms in the Statement.

Item 4.   Purpose of the Transaction

Item 5.   Interest in Securities of the Issuer

Item 6.   Contracts, Arrangements,  Understandings or Relationships with Respect
          to the Securities of the Issuer

          Items 4, 5 and 6 of the Statement are hereby amended and  supplemented
to add the following:

          Merger Agreement
          ----------------

          On May 29,  2001 the Company  entered  into an  Agreement  and Plan of
Merger (the "Merger  Agreement")  among Christian Dalloz  ("Dalloz"),  a societe
anonyme incorporated under the laws of the Republic of France,  Daniel U.S. Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Dalloz ("Sub") and
the Company.  Pursuant to the Merger Agreement,  on the terms and subject to the
conditions contained in the Merger Agreement,  Sub will be merged (the "Merger")
with and into the Company and the Company will continue as the surviving company
(the  "Surviving  Company")  in the Merger.  By virtue of the  Merger,  (i) each
issued and outstanding  share of capital stock of Sub will be converted into and
become a share of common  stock of the  Surviving  Company,  (ii) each  share of
Common  Stock  owned  by  Bacou  SA will  remain  outstanding  as a share of the
Surviving Company, (iii) each share of Common Stock owned by the Company, Dalloz
or Sub will be  canceled  and cease to exist,  (iv) each  share of Common  Stock
owned  by any  subsidiary  of the  Company  or  Dalloz  (other  than  Sub)  will
automatically be converted into a share of common stock of the Surviving Company
and (v) except for shares held by Bacou SA and  shareholders  of the Company who
properly exercise their statutory  appraisal rights,  each other share of Common
Stock will be converted into the right to receive $28.50 in cash.

          In connection with the Merger Agreement,  on May 29, 2001, pursuant to
a letter agreement (the  "Termination  Letter  Agreement"),  the Company and the
Bacou Family  Members  terminated the agreement by and among the Company and the
Bacou Family  Members,  originally  entered into on July 14, 2000  regarding the
possible sale of Engineering Henri Bacou SA and Bacou SA. The Termination Letter
Agreement is filed as Exhibit D hereto.

          In  connection  with the Merger  Agreement,  Bacou SA  entered  into a
Company  Stockholder  Agreement  with Dalloz on May 29,  2001 (the  "Stockholder
Agreement").  Pursuant to the Stockholder  Agreement,  Bacou SA has agreed that:
(i) at any meeting of the Company's


<PAGE>


stockholders  for the purpose of seeking the adoption of the Merger Agreement by
the Company's  stockholders (the "Company Stockholder Approval") or in any other
circumstances upon which a vote, consent or other approval (including by written
consent)  with  respect  to the  Merger  Agreement,  the  Merger  or  any  other
Transaction (as defined in the Merger  Agreement) is sought,  Bacou SA will vote
or cause to be voted  (including by executing a written  consent) the 12,612,600
shares of Common Stock owned by Bacou SA and all shares of Common Stock acquired
by  Bacou  SA  subsequent  to the date of the  Stockholder  Agreement  ("Subject
Shares") in favor of granting the Company Stockholder Approval;  and (ii) at any
meeting of the Company's  stockholders or in any other  circumstances upon which
Bacou SA's  vote,  consent or other  approval  is sought,  Bacou SA will vote or
cause to be voted the Subject Shares against any alternative or competing merger
agreement or merger,  consolidation,  combination, sale of substantial assets or
similar  transactions  or proposal  therefor and against  certain changes to the
Company's  Certificate of Incorporation or By-laws.  Pursuant to the Stockholder
Agreement,  Bacou SA also  granted to Dalloz an  irrevocable  proxy and power of
attorney to vote the Subject  Shares,  or grant a consent or approval in respect
of the Subject Shares in a manner consistent with the foregoing. The Stockholder
Agreement  contains  certain other  agreements  related to  restrictions  on the
transfer  of  the  Subject   Shares,   solicitation   of  alternative   takeover
transactions or proposals and the taking of actions in furtherance of the Merger
and the Merger Agreement. The Stockholder Agreement terminates and will be of no
further  force and effect on the earlier to occur of (i) the  effective  time of
the Merger,  (ii) the termination of the Merger Agreement in accordance with its
terms and (iii) December 31, 2001.  The foregoing  summary of the material terms
of the Stockholder Agreement is qualified by reference to the complete terms and
conditions of the Stockholder  Agreement, a copy of which is attached as Exhibit
E hereto.

          Share Option Purchase Agreement
          -------------------------------

          Since  the  execution  of the  Share  Option  Purchase  Agreement  the
following events have occurred relating to the Share Option Purchase  Agreement:
(i) on September 1, 2000 the parties  thereto  exercised their options under the
Share Option  Purchase  Agreement and pursuant to such exercise,  subject to the
terms and  conditions  of the Share  Option  Purchase  Agreement,  purchased  an
aggregate of 470,953 shares of Bacou SA (which amount includes the 11,417 shares
referred to below);  (ii) on April 24, 2001 the Share Option Purchase  Agreement
was amended;  (iii) on May 29, 2001,  the Share Option  Purchase  Agreement  was
further  amended;  and (iv) on May 29,  2001,  the "Price of the First  Block of
Shares" (as such term is defined in the Share  Option  Purchase  Agreement)  was
paid. The amendments to the Share Option Purchase Agreement primarily related to
amending certain provisions regarding the timing of and payment for the purchase
of shares under the option.  The foregoing  summary of the material terms of the
amendments is qualified by reference to the complete terms and conditions of the
amendments, copies of which are attached as Exhibits F and G hereto.




                                      -2-

<PAGE>


Item 7.  Material to be filed as Exhibits:

         The Exhibit Index is hereby amended to add the following new exhibits:

         Exhibit D -  Letter  Agreement,  dated May 29, 2001, by and among Bacou
                      USA, Inc. and the Bacou Family Members (Termination Letter
                      Agreement)

         Exhibit E -  Company  Stockholders  Agreement,   dated  May  29,  2001,
                      between   Christian   Dalloz   and   Bacou   SA   (Company
                      Stockholders Agreement)

         Exhibit F -  Amendment No. 1, dated April 24, 2001, to the Share Option
                      Purchase Agreement

         Exhibit G -  Amendment  No. 2, dated May 29, 2001,  to the Share Option
                      Purchase Agreement




                                       -3-


<PAGE>


                                    SIGNATURE

           After reasonable  inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  May 31, 2001                           BACOU SA


                                               By:/s/Philippe Bacou
                                                  -----------------------
                                                  Name:  Philippe Bacou
                                                  Title:  Chairman of the Board




                                      -4-


<PAGE>


                                    SIGNATURE

           After reasonable  inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  May 31, 2001                               ENGINEERING HENRI BACOU SA


                                                   By:/s/Philippe Bacou
                                                      ---------------------
                                                   Name:  Philippe Bacou
                                                   Title:  Chairman of the Board




                                      -5-


<PAGE>



                                    SIGNATURE

           After reasonable  inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  May 31, 2001



JACQUELINE MAGGI BACOU                          VERONIQUE MIRABEL


/s/Jacqueline Maggi Bacou                        /s/Veronique Mirabel
--------------------------------                --------------------------------



PHILIPPE BACOU


/s/Philippe Bacou
--------------------------------



CHRISTOPHE BACOU


/s/Christophe Bacou
--------------------------------




                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>aex99_4.txt
<DESCRIPTION>EX-99.4
<TEXT>

                                                                       Exhibit D
                                                                       ---------
CONFIDENTIAL

                                                              May 29, 2001



To the Oversight Committee of
     the Board of Directors
Bacou USA, Inc.


Gentlemen:

     Reference is hereby made to the letter  agreement  dated July 13, 2000 (the
"Letter  Agreement") between Bacou USA, Inc. (the "Company") and the undersigned
members of the Bacou Family (the  "Family").  Capitalized  terms used herein and
not defined shall have the meaning given to such terms in the Letter Agreement.

     The Letter Agreement  contemplated a process pursuant to which offers would
be solicited for the  acquisition of BA-FR and the shares of the Company held by
the BA-US Minority  Stockholders.  As you know, over the past ten months through
Deutsche  Bank working  together  with the  management  of the Company,  we have
actively solicited such offers.  This process has now ended without resulting in
any viable transaction. None of the solicited offers were ultimately acceptable.
By executing  this letter,  you and we hereby agree that in light of the failure
of any of the solicited offers resulting in any viable transaction, the terms of
the Letter Agreement are no longer applicable and cease to be in effect.

                              Sincerely,


                              /s/ Philippe Bacou
                              -----------------------------------
                              Philippe Bacou (on behalf of the
                              Bacou Family members)


Accepted and Agreed


BACOU USA, INC.


/s/ Walter Stepan
-----------------------------
Name:
Title:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>aex99_5.txt
<DESCRIPTION>EX-99.5
<TEXT>

                                                                       Exhibit E
                                                                       ---------

                    COMPANY  STOCKHOLDER  AGREEMENT  dated  as of May 29,  2001,
               between CHRISTIAN DALLOZ, a societe anonyme duly incorporated and
               legally  existing  under  the  laws  of the  Republic  of  France
               ("Parent"), and BACOU SA, a societe anonyme duly incorporated and
               legally  existing  under the laws of the  Republic of France (the
               "Stockholder").


     WHEREAS Parent, Daniel U. S. Sub, Inc., a Delaware corporation ("Sub"), and
BACOU USA, INC., a Delaware  corporation (the "Company"),  propose to enter into
an Agreement  and Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement";  capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement);

     WHEREAS the  Stockholder  owns the number of shares of Company Common Stock
set forth  opposite its name on Schedule A hereto (such shares of Company Common
Stock,  together with any other shares of capital stock of the Company  acquired
by the Stockholder  after the date hereof and during the term of this Agreement,
being collectively referred to herein as the "Subject Shares"); and

     WHEREAS,  as a  condition  to its  willingness  to enter  into  the  Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION  1.   Representations  and  Warranties  of  The  Stockholder.   The
Stockholder  hereby  represents  and warrants to Parent as of the date hereof as
follows:

     (a) Authority; Execution and Delivery;  Enforceability. The Stockholder has
all requisite  power and authority to execute and deliver this  Agreement and to
consummate  the  transactions  contemplated  hereby.  The  Stockholder  has duly
executed and delivered this Agreement, and this Agreement constitutes the legal,
valid  and  binding  obligation  of the  Stockholder,  enforceable  against  the
Stockholder in accordance with its terms.  Assuming approval of the transactions
contemplated  by this  Agreement by the Board of  Directors of the Company,  the
execution  and  delivery by the  Stockholder  of this  Agreement do not, and the
consummation  of the  transactions  contemplated  hereby and compliance with the
terms  hereof will not,  materially  conflict  with,  or result in any  material
violation of, or material  default (with or without  notice or lapse of time, or
both) under, or give rise to a right of termination, cancelation or acceleration
of any  obligation  or to loss of a  material  benefit  under,  or result in the
creation  of any  material  Lien  upon any of the  properties  or  assets of the
Stockholder  under,  any  provision  of  any  material  contract  to  which  the
Stockholder is a party or by which any  properties or assets of the  Stockholder
are bound or,  subject to the filings and other matters  referred to in the next
sentence,  any provision of any judgment or law applicable to the Stockholder or
the  properties or assets of the  Stockholder.  No consent of, or  registration,
declaration or filing with, any  Governmental  Entity is required to be obtained
or made by or with respect to the  Stockholder in connection with the execution,



<PAGE>
delivery  and  performance  of  this  Agreement  or  the   consummation  of  the
transactions  contemplated  hereby, other than such reports under Sections 13(d)
and 16 of the Exchange Act as may be required in connection  with this Agreement
and the transactions contemplated hereby.

     (b) The Subject Shares.  The Stockholder is the record and beneficial owner
of,  or is the  trustee  of a trust  that is the  record  holder  of,  and whose
beneficiaries  are the beneficial  owners of, and has good and marketable  title
to, the Subject Shares,  free and clear of any Liens.  The Stockholder  does not
own, of record or beneficially, any shares of capital stock of the Company other
than the Subject Shares.  The Stockholder has the sole right to vote the Subject
Shares,  and none of the Subject  Shares is subject to any voting trust or other
agreement,  arrangement or restriction with respect to the voting of the Subject
Shares, except as contemplated by this Agreement.

     SECTION  2.  Representations  and  Warranties  of  Parent.   Parent  hereby
represents and warrants to the Stockholder as follows:  Parent has all requisite
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby. The execution and delivery by
Parent of this  Agreement  and  consummation  of the  transactions  contemplated
hereby have been duly authorized by all necessary  action on the part of Parent.
Parent has duly  executed  and  delivered  this  Agreement,  and this  Agreement
constitutes  the legal,  valid and  binding  obligation  of Parent,  enforceable
against Parent in accordance with its terms.

     SECTION 3.  Covenants of The  Stockholder.  The  Stockholder  covenants and
agrees as follows:

     (a) (i) At any meeting of the  stockholders  of the Company  called to seek
the  Company  Stockholder  Approval or in any other  circumstances  upon which a
vote,  consent or other approval  (including by written consent) with respect to
the  Merger  Agreement,  the  Merger or any other  Transaction  is  sought,  the
Stockholder  shall,  including by executing a written  consent  solicitation  if
requested by Parent,  vote (or cause to be voted) the Subject Shares in favor of
granting the Company Stockholder Approval.

     (ii) The Stockholder hereby  irrevocably  grants to, and appoints,  Parent,
and  any  individual   designated  in  writing  by  Parent,  and  each  of  them
individually,  as the Stockholder's proxy and attorney-in-fact  (with full power
of  substitution),  for and in the name, place and stead of the Stockholder,  to
vote the  Subject  Shares,  or grant a consent  or  approval  in  respect of the
Subject  Shares in a manner  consistent  with this  Section  3. The  Stockholder
understands and  acknowledges  that Parent is entering into the Merger Agreement
in reliance upon the Stockholder's execution and delivery of this Agreement. The
Stockholder  hereby affirms that the irrevocable proxy set forth in this Section
3(a) is given in connection with the execution of the Merger Agreement, and that
such  irrevocable  proxy is given to secure the performance of the duties of the
Stockholder  under this Agreement.  The Stockholder  hereby further affirms that
the irrevocable proxy is coupled with an interest and may under no circumstances
be  revoked.  The  Stockholder  hereby  ratifies  and  confirms  all  that  such
irrevocable  proxy may  lawfully do or cause to be done by virtue  hereof.  Such
irrevocable  proxy is executed and intended to be irrevocable in accordance with
the  provisions of Section  212(e) of the DGCL.  The  irrevocable  proxy granted
hereunder shall  automatically  terminate upon the termination of this Agreement
in accordance with Section 4.

     (b) At any meeting of  stockholders  of the  Company or at any  adjournment
thereof or in any other circumstances upon which the Stockholder's vote, consent
or other approval is sought,  the Stockholder  shall vote (or cause to be voted)
the Subject  Shares  against (i) any merger  agreement or merger (other than the
Merger  Agreement  and  the  Merger),   consolidation,   combination,   sale  of
substantial assets, reorganization,  recapitalization,  dissolution, liquidation
or winding up of or by the Company, (ii) any Company Takeover Proposal and (iii)
any amendment of the Company Charter or the Company By-laws or other proposal or
transaction involving the Company or any Company Subsidiary,  which amendment or
other proposal or transaction would in any manner impede, frustrate,  prevent or
nullify  any  provision  of the  Merger  Agreement,  the  Merger  or  any  other
Transaction  or change in any manner  the voting  rights of any class of Company
Common  Stock.  The  Stockholder  shall not  commit or agree to take any  action
inconsistent with the foregoing.
<PAGE>

     (c) Other than as contemplated by this Agreement, the Stockholder shall not
(i) sell, transfer,  pledge,  assign or otherwise dispose of (including by gift)
(collectively,  "Transfer"),  or  enter  into  any  contract,  option  or  other
arrangement  (including  any profit  sharing  arrangement)  with  respect to the
Transfer of, any Subject  Shares to any person other than pursuant to the Merger
or (ii) enter into any voting arrangement, whether by proxy, voting agreement or
otherwise,  with respect to any Subject  Shares and shall not commit or agree to
take any of the foregoing actions.

     (d) The  Stockholder  shall  not,  nor shall it  authorize  or  permit  any
officer,  director or employee of, or any investment  banker,  attorney or other
adviser or  representative  of, the  Stockholder  to, (i) directly or indirectly
solicit, initiate or encourage the submission of, any Company Takeover Proposal,
(ii) enter into any agreement with respect to any Company  Takeover  Proposal or
(iii)  directly or indirectly  participate in any  discussions  or  negotiations
regarding, or furnish to any person any information with respect to, or take any
other action to  facilitate  any  inquiries  or the making of any proposal  that
constitutes,  or may  reasonably  be expected  to lead to, any Company  Takeover
Proposal.  The Stockholder promptly shall advise Parent orally and in writing of
any Company Takeover Proposal or inquiry made to the Stockholder with respect to
or that could reasonably be expected to lead to any Company  Takeover  Proposal,
the identity of the person making any such Company Takeover  Proposal or inquiry
and the material terms of any such Company Takeover Proposal or inquiry.

     (e) The  Stockholder  shall use its best  efforts  to take,  or cause to be
taken, all actions,  and to do, or cause to be done, and to assist and cooperate
with the other parties in doing,  all things  necessary,  proper or advisable to
consummate and make effective,  in the most expeditious manner practicable,  the
Merger and the other transactions contemplated by the Merger Agreement.  Neither
Parent  nor the  Stockholder  shall  issue any press  release  or make any other
public   statement  with  respect  to  the  Merger  or  any  other   transaction
contemplated  by the Merger  Agreement  other than in accordance with the Master
Agreement,  except as may be required by  applicable  law,  court  process or by
obligations  pursuant  to any listing  agreement  with any  national  securities
exchange.

     (f) The  Stockholder  hereby  consents to and approves the actions taken by
the  Company  Board  in  approving   the  Merger  and  the  other   transactions
contemplated by the Merger Agreement.  The Stockholder hereby waives, and agrees
not to exercise or assent,  any appraisal rights under Section 262 in connection
with the Merger.

     SECTION 4. Termination. This Agreement shall terminate upon the earliest of
(a)  the  Effective  Time,  (b)  the  termination  of the  Merger  Agreement  in
accordance  with its terms and (c) the Outside Date,  other than with respect to
the liability of any party for breach hereof prior to such termination.

     SECTION 5. Additional  Matters.  The Stockholder  shall, from time to time,
execute and deliver,  or cause to be executed and delivered,  such additional or
further  consents,  documents  and other  instruments  as Parent may  reasonably
request  for  the  purpose  of   effectively   carrying  out  the   transactions
contemplated by this Agreement.


<PAGE>

     SECTION 6. General Provisions.

     (a)  Amendments.  This Agreement may not be amended except by an instrument
in writing signed by each of the parties hereto.

     (b)  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed given if delivered  personally  or sent by overnight
courier  (providing proof of delivery) to Parent in accordance with Section 9.02
of the Merger  Agreement  and to the  Stockholder  at its  address  set forth on
Schedule A hereto (or at such other address for a party as shall be specified by
like notice).

     (c) Interpretation. When a reference is made in this Agreement to Sections,
such  reference  shall  be to a  Section  to  this  Agreement  unless  otherwise
indicated.  The headings  contained in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.  Wherever the words "include",  "includes" or "including" are used in
this  Agreement,  they  shall be deemed  to be  followed  by the words  "without
limitation".

     (d)  Severability.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or incapable  of being  enforced by any rule or law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.

     (e)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered one and the same agreement. This
Agreement shall become  effective  against Parent when one or more  counterparts
have been signed by Parent and  delivered  to the  Stockholder.  This  Agreement
shall become  effective  against the Stockholder  when one or more  counterparts
have been executed by the Stockholder  and delivered to Parent.  Each party need
not sign the same counterpart.

     (f) Entire  Agreement;  No  Third-Party  Beneficiaries.  This Agreement (i)
constitutes  the  entire  agreement  and  supersedes  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject  matter  hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

<PAGE>

     (g) Governing  Law. This  Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of Delaware  regardless of the laws that
might otherwise govern under applicable principles of conflicts of law thereof.

     (h) Assignment.  Neither this Agreement nor any of the rights, interests or
obligations  under this  Agreement  shall be assigned,  in whole or in part,  by
operation of law or otherwise,  by Parent  without the prior written  consent of
the  Stockholder  or by the  Stockholder  without the prior  written  consent of
Parent, and any purported assignment without such consent shall be void. Subject
to the preceding  sentences,  this Agreement will be binding upon,  inure to the
benefit of, and be enforceable by, the parties and their  respective  successors
and assigns.

     (i) Enforcement.  The parties agree that irreparable  damage would occur in
the event that any of the  provisions  of this  Agreement  were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  parties  shall be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions of this  Agreement in any Delaware  state court or any
Federal  court  located in the State of Delaware,  this being in addition to any
other remedy to which they are entitled at law or in equity.  In addition,  each
of the parties hereto (i) consents to submit itself to the personal jurisdiction
of any  Delaware  state  court or any  Federal  court  located  in the  State of
Delaware  in  the  event  any  dispute  arises  out  of  this  Agreement  or any
Transaction,  (ii)  agrees  that it will  not  attempt  to deny or  defeat  such
personal  jurisdiction by motion or other request for leave from any such court,
(iii) agrees that it will not bring any action relating to this Agreement or any
Transaction  in any court other than a Delaware state court or any Federal court
sitting in the State of Delaware and (iv) waives any right to trial by jury with
respect to any claim or proceeding  related to or arising out of this  Agreement
or any transaction contemplated hereby.

     (j) Stockholder  Capacity.  The Stockholder signs solely in its capacity as
the record holder and beneficial  owner of the Subject Shares and nothing herein
shall  limit  or  affect  any  actions  taken by the  Stockholder  or any of its
officers and dirctors in its or their  capacity as an officer or director of the
Company and no such action shall be deemed a breach of this Agreement.




<PAGE>


     IN WITNESS WHEREOF, each party has duly executed this Agreement,  all as of
the date first written above.


                                 CHRISTIAN DALLOZ,


                                   by   /s/ Philippe Alfroid
                                        ----------------------
                                        Name:  Philippe Alfroid
                                        Title: President


                                 BACOU SA,


                                   by   /s/ Philippe Bacou
                                        ----------------------
                                        Name:  Philippe Bacou
                                        Title: President


<PAGE>




                                   SCHEDULE A



                                                    Number of Shares of
            Name and Address                              Company
             of Stockholder                          Common Stock Owned
            ----------------                        -------------------

Bacou SA                                                  12,612,600
Z1 Paris Nord II
13, rue de la Perdix(pound)B.P. 50398
95943 Roissy CDG Cedex
FRANCE


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>aex99_6.txt
<DESCRIPTION>EX-99.6
<TEXT>

                                                                       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-




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>aex99_7.txt
<DESCRIPTION>EX-99.7
<TEXT>

                                                                       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






</TEXT>
</DOCUMENT>
</SUBMISSION>
