WITNESSETH:

   1

                                                                    EXHIBIT 10.2


                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made as
of the 25th day of August, 1998 by and between Xxxxxx Xxxxxx of 000 Xxx Xxxxx
Xxxx, Xxxxxxx, Xxxxx Xxxxxx 00000 ("Employee") and Bacou USA, Inc., a
corporation organized and existing under the laws of Delaware (the "Company").

                                   WITNESSETH:

         Whereas, Employee and the Company are parties to that certain
Employment Agreement dated as of the 1st day of January, 1996, as amended by
that certain First Amendment to Employment Agreement dated October 24, 1997
(together the "Agreement"); and

         Whereas, the parties wish to amend the Agreement regarding its term.

         NOW THEREFORE, in consideration of the mutual promises herein
contained, Employee and the Company hereby agree to amend the Agreement from and
after the date hereof as follows:

         1.       Section 5 of the Agreement is hereby amended to read as 
follows:

                  5.       TERM: The term of employment of the Employee pursuant
         to this Agreement shall commence as of January 1, 1996 and terminate on
         December 31, 1999. This Agreement automatically will be extended for a
         single twelve month term ending December 31, 2000 unless either party
         notifies the other by June 30, 1999 of his/its election not to renew,
         in which case this Agreement shall terminate on December 31, 1999. The
         parties agree that, prior to June 30, 1999, they will negotiate an
         amendment and extension of this Agreement, with the Employee serving in
         a different capacity, at a different salary level and subject to a
         different bonus structure effective January 1, 2000. In any event, the
         Company agrees that it will cause the Employee to be nominated to serve
         as a Director of the Company at its annual meetings of stockholders in
         the years 2001 through 2005.

         In all other respects, the Agreement shall remain in full force and
effect.

         IN WITNESS WHEREOF, the Employee and the Company have duly executed
this Amendment as of the day and year first above written.




BACOU USA, INC.                                 EMPLOYEE


By: /s/ Philippe Bacou                          /s/ Xxxxxx Xxxxxx
    ------------------------------              -------------------------
    Philippe Bacou, Chairman                    Xxxxxx Xxxxxx