Exhibit 10.13

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT  (this  "Agreement") is made and entered into by and between
Safety Components  International,  Inc., a Delaware corporation (the "Company"),
and John C. Corey ("Employee") and is dated as of the 28th day of March, 1999.

                              W I T N E S S E T H:

     WHEREAS,  the Company desires to employ Employee as the President and Chief
Operating  Officer of the Company,  and  Employee  desires to be employed by the
Company, upon the terms set forth in this Agreement;

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which is hereby acknowledged, the parties agree as follows:

     1.  Employment.  The Company  hereby employs  Employee and Employee  hereby
accepts  employment  with the  Company  commencing  as of March  29,  1999  (the
"Effective  Date"), for the Term (as defined below) in the position and with the
duties and  responsibilities  set forth in  Section 3 below,  and upon the other
terms and subject to the conditions hereinafter stated.

     2. Term.  The term of this  Agreement  shall commence on the Effective Date
and shall continue  until the earlier of (a) the third (3rd)  anniversary of the
Effective Date and (b) the earlier termination of Employee pursuant to Section 7
of this  Agreement  (the  "Term"),  subject to the terms and  conditions of this
Agreement.

     3. Position, Duties, Responsibilities and Services.

          3.1 Position,  Duties and Responsibilities.  During the Term, Employee
     shall serve as the President and Chief Operating Officer of the Company and
     shall be responsible for the duties attendant to such offices, which duties
     will be generally  consistent with his position as an executive  officer of
     the Company, and such other managerial duties and responsibilities with the
     Company,  its  subsidiaries  or  divisions  as may be assigned by the Chief
     Executive Officer of the Company.  Additionally,  the Company will nominate
     and  recommend  Employee  for  election  to the Board of  Directors  of the
     Company (the "Board") for each fiscal year during the Term.  Employee shall
     be subject to the supervision  and control of the Chief  Executive  Officer
     and the  provisions of the By-Laws of the Company.  Employee shall be based
     in either Costa Mesa or Carlsbad, California.

          3.2  Services  to be  Provided.  During the Term,  Employee  shall (i)
     devote his full working time,  attention and energies to the affairs of the
     Company and its subsidiaries and




<PAGE>

     divisions,  (ii)  use his  best  efforts  to  promote  its and  their  best
     interests,   (iii)  faithfully  and  diligently   perform  his  duties  and
     responsibilities  hereunder,  and  (iv)  comply  with  and be  bound by the
     Company's operational  policies,  procedures and practices as are from time
     to time in effect during the Term.  Employee  acknowledges  that his duties
     and responsibilities will require his full-time business efforts and agrees
     during his  employment  by the Company that he will not engage in any other
     business  activity  or have any  business  pursuits  or  interests,  except
     activities or pursuits  which the Board has  determined,  in its reasonable
     judgment,  after notice by the Employee,  do not conflict with the business
     of the Company and its  affiliates  or interfere  with the  performance  by
     Employee of his duties hereunder.  This Agreement shall not be construed as
     preventing  Employee  from  serving  as an  outside  director  of any other
     company  or from  investing  his  assets in such form or manner as will not
     require  a  material  amount  of his  time,  in each  case  subject  to the
     non-competition   obligations   contained   in  Section  9  below  as  such
     obligations are interpreted by the Board.

     4. Compensation.

          4.1 Base Salary.  Employee shall be paid a base salary ("Base Salary")
     at an annual rate of three hundred  thousand  dollars  ($300,000) per year,
     payable at such  intervals as the other  executive  officers of the Company
     are paid, but in any event at least on a monthly basis. The Base Salary for
     each fiscal  year  during the Term shall be  reviewed  by the  Compensation
     Committee of the Board (the "Committee")  prior to the commencement of such
     fiscal year, with such reviews to commence for the fiscal year ending March
     2001 (the "2001 Fiscal Year"), and shall be subject to increase in the sole
     discretion  of the  Committee,  taking into account  merit,  corporate  and
     individual  performance and general business conditions,  including changes
     in the cost of living index. Such increase shall be effective on April 1 of
     each year during the Term commencing in 2000.

          4.2  Bonus   Compensation.   Employee's  bonus  compensation   ("Bonus
     Compensation")  for the  Company's  fiscal year ended March 2000 (the "2000
     Fiscal Year") shall be governed as follows: (i) if the Company achieves 90%
     of the net income set forth in the  approved  business  plan of the Company
     for the 2000 Fiscal Year, Employee will receive Bonus Compensation equal to
     20% of Employee's  Base Salary for the 2000 Fiscal Year;  and (ii) for each
     1% of net income (over 90%) set forth in the approved  business plan of the
     Company for the 2000 Fiscal Year,  Employee will receive Bonus Compensation
     (in addition to the Bonus  Compensation set forth in (i) above) equal to 2%
     of Employee's Base Salary for the 2000 Fiscal Year.  Employee shall also be
     entitled to Bonus Compensation as set forth in the next succeeding sentence
     commencing  with the 2001 Fiscal Year.  Employee shall be entitled to Bonus
     Compensation  for the fiscal years of the Term pursuant to the terms of the
     Senior  Management  Incentive  Plan of the Company  (the "SMIP Plan") or in
     accordance  with a formula to be established by the Committee in advance of
     each such fiscal year. All issues of  interpretation in connection with the
     calculation of the Bonus  Compensation of Employee shall be resolved by the
     Committee in its  reasonable  discretion.  The Company  shall pay the Bonus
     Compensation  to Employee for each fiscal year of the Term within (30) days
     of the completion by the Company's  certified  public  accountants of their
     audit of the Company's financial



                                       2
<PAGE>

     statements  for each such  fiscal  year or, if the  employment  of Employee
     shall have been terminated for any reason prior to such date, in accordance
     with Section 7 below.

          4.3 Stock Options; SARs.

               (a) Subject to Section 4.3(d)  hereof,  the Company hereby agrees
          to cause the issuance to Employee of stock options  ("Stock  Options")
          to purchase  100,000  shares of common stock,  $.01 par value,  of the
          Company  ("Common  Stock") on the date of this Agreement.  The Company
          also   hereby   agrees  to  cause  the  award  to  Employee  of  stock
          appreciation  rights  ("SARs")  relating  to  40,000  shares of Common
          Stock,  effective on the first day of the 2000 Fiscal Year.  Grants of
          Stock  Options  and  SARs  to  Employee  shall  be  considered  by the
          Committee on or before April 1 of each year during the Term, with such
          reviews to commence in 2000, and shall be subject to grant in the sole
          discretion of the Committee,  taking into account merit, corporate and
          individual performance and general business conditions. All such Stock
          Options  shall be issued  pursuant  to, and in  accordance  with,  the
          Company's  1994 Stock  Option  Plan,  as amended  (the  "Stock  Option
          Plan"),  and all SARs shall be awarded  pursuant to, and in accordance
          with,  the Company's  Stock  Appreciation  Rights Award Plan (the "SAR
          Plan") .

               (b) Each Stock  Option shall be  exercisable  at a price equal to
          the Fair  Market  Value (as defined in the Stock  Option  Plan) of the
          Common  Stock on the date of issuance of such Stock Option (or if such
          date is not a business day, then such option shall be exercisable at a
          price  equal  to the  Fair  Market  Value  on the  next  business  day
          following such date) in accordance  with the terms of the Stock Option
          Plan and shall vest over a three-year period from the date of grant at
          a rate of 33_% per year,  commencing with the first anniversary of the
          date of grant.  Employee's  vested Stock Options shall be  exercisable
          for a  period  of ten  years  from the date of  issuance.  Subject  to
          Section 4.3(d) hereof,  upon the  termination of this Agreement  other
          than in accordance  with Section 7.3, any unvested Stock Options shall
          immediately  vest,  and Employee shall have until the earlier to occur
          of (i) the 90th day from the date of the termination of this Agreement
          and (ii) the expiration of the Stock Options in accordance  with their
          terms and with the Stock  Option  Plan to  exercise  any vested  Stock
          Options.  Upon the  termination of this  Agreement in accordance  with
          Section 7.3,  any unvested  Stock  Options  shall lapse,  and Employee
          shall not have any right to exercise any vested Stock Options.

               (c) Each SAR shall be  exercisable  at a price  equal to the Fair
          Market  Value (as defined in the SAR Plan) of the Common  Stock on the
          date of issuance  of such SAR (or if such date is not a business  day,
          then such  option  shall be  exercisable  at a price equal to the Fair
          Market  Value  on the  next  business  day  following  such  date)  in
          accordance with the terms of the SAR Plan.  Employee's SARs shall have
          a term of three  years from the date of  issuance.  Subject to Section
          4.3(d) hereof and notwithstanding any provisions in the SAR Plan, upon
          the  termination  of this  Agreement  other  than in  accordance  with
          Section 7.3,  Employee  shall have until the expiration of the SARs in
          accordance with their terms and with the SAR Plan to



                                       3
<PAGE>

          exercise  any SARs granted  hereunder.  Upon the  termination  of this
          Agreement in accordance with Section 7.3,  Employee shall not have any
          right to exercise any SARs granted hereunder.

               (d)  Promptly  after  the date of this  Agreement,  the  Board of
          Directors of the Company shall approve  amendments to the Stock Option
          Plan and the SAR Plan in order that the grants and awards described in
          this  Section  4.3 may be made and shall  cause the  Company to hold a
          stockholder meeting in order to approve,  and shall recommend approval
          of, such  amendments.  The grants and awards described in this Section
          4.3 shall be made subject to stockholder approval of such amendments.

     5. Employee Benefits.

          5.1 Benefit Programs.  During the Term,  Employee shall be entitled to
     participate  in  and  receive  benefits  generally  made  available  now or
     hereafter to executive  officers of the Company under all benefit programs,
     arrangements or perquisites of the Company  including,  but not limited to,
     pension and other retirement plans,  hospitalization,  surgical, dental and
     major medical coverage and short and long term disability.

          5.2 Vacation.  During the Term, Employee shall be entitled to four (4)
     weeks  vacation with pay in any one calendar  year  (pro-rated as necessary
     for partial calendar years during the Term);  provided,  however,  that the
     vacation  days taken do not interfere  with the  operations of the Company.
     Such vacation may be taken, in Employee's discretion, at such time or times
     as are not inconsistent with the reasonable  business needs of the Company.
     Except as expressly  provided  elsewhere in this Agreement,  Employee shall
     not be entitled to any additional  compensation in the event that Employee,
     for whatever  reason,  fails to take such  vacation  during any year of his
     employment hereunder.  Employee shall also be entitled to all paid holidays
     given by the Company to its executive officers.

          5.3  Supplemental  Medical  Insurance.  Subject to the availability on
     commercially  reasonable terms, during the Term, the Company shall maintain
     in effect and pay the premiums for a supplemental  medical insurance policy
     (separate  from any medical  insurance  policies  referenced in Section 5.1
     hereof)  providing  for  reimbursement  for most  uncovered  expenses up to
     $5,000 per diagnosis per year.

          5.4 Car Allowance. During the Term, the Company shall pay Employee, on
     the first day of each month, a monthly  automobile  allowance of $1,200 per
     month to pay for the costs associated with Employee's local  transportation
     expenses.

          5.5  Country  Club  Expenses.  During  the  Term,  the  Company  shall
     reimburse  Employee,  on the first day of each month,  for his country club
     fees in an amount not to exceed $360 per month.  The Company shall also pay
     on behalf of Employee for country club  initiation fees in an amount not to
     exceed $25,000.

          5.6 Relocation Expenses.  The Company shall reimburse Employee for his
     relocation  expenses in  accordance  with the Company's  relocation  policy
     annexed  to this  Agreement  as  Exhibit A  (including  up to two points on
     Employee's new home mortgage). In addition, the Company shall pay Employee,
     on the  Effective  Date, an allowance of one month's Base Salary to pay for
     the costs associated with Employee's relocation expenses.


                                       4
<PAGE>


          5.7 Life  Insurance.  During the Term,  the  Company  shall  reimburse
     Employee,  upon  presentation  of  appropriate  vouchers or  receipts,  for
     premiums  paid by  Employee  to  maintain  in effect a term life  insurance
     policy  covering  Employee  in an  amount  equal to seven  hundred  seventy
     thousand dollars  ($770,000),  the beneficiary of which shall be designated
     by Employee;  provided,  however,  that the amounts to be reimbursed by the
     Company under this Section 5.7 shall not exceed seven thousand five hundred
     dollars ($7,500) per annum.

     6.  Expenses.  During the Term, the Company shall  reimburse  Employee upon
presentation  of  appropriate  vouchers or receipts and in  accordance  with the
Company's  expense  reimbursement  policies  for  executive  officers,  for  all
reasonable  travel and entertainment  expenses (other than automobile  expenses)
incurred by Employee in connection with the performance of his duties under this
Agreement.

     7. Consequences of Termination of Employment.

          7.1 Death.  In the event of the death of  Employee  prior to the third
     (3rd)  anniversary  of the  Effective  Date (such third  anniversary  being
     hereinafter  referred  to as  the  "Stated  Term"),  Employee's  employment
     hereunder  shall  be  terminated  as of  the  date  of  his  death  (unless
     terminated  prior to such date in accordance  with Section 7.2, 7.3 or 7.4)
     and  Employee's  designated  beneficiary,   or,  in  the  absence  of  such
     designation,   the  estate  or  other  legal   representative  of  Employee
     (collectively,  the  "Estate")  shall  be  paid,  in  addition  to any life
     insurance  proceeds  pursuant to Section 5.7 above,  Employee's unpaid Base
     Salary  through  the month in which the death  occurs and any unpaid  Bonus
     Compensation which is set forth in this Agreement or thereafter approved by
     the  Company's  Board  (taking  into  account  the  recommendation  of  the
     Company's Chief  Executive  Officer) for any fiscal year which has ended as
     of the date of such  termination  or  which  was at  least  one half  (1/2)
     completed as of the date of death.  In the case of such  incomplete  fiscal
     year,  the  Bonus  Compensation  shall  be  pro-rated  and all  such  Bonus
     Compensation  payable as a result of this  Section  7.1 shall be  otherwise
     payable as set forth in Section 4.2 above.  The Estate shall be entitled to
     all other death  benefits  in  accordance  with the terms of the  Company's
     benefit programs and plans.

          7.2  Disability.  In the event  Employee shall be unable to render the
     services or perform his duties  hereunder  by reason of illness,  injury or
     incapacity  (whether  physical,  mental,  emotional or psychological) for a
     period of either  (i)  ninety  (90)  consecutive  days or (ii) one  hundred
     eighty (180) days in any  consecutive  three hundred  sixty-five  (365) day
     period,  the Company  shall have the right to terminate  this  Agreement by
     giving  Employee  ten  (10)  days'  prior  written  notice.  If  Employee's
     employment hereunder is so terminated,  Employee shall be paid, in addition
     to payments under any  disability  insurance  policy in effect,  Employee's
     unpaid Base Salary through the month in which such termination occurs, plus
     Bonus Compensation on the same basis as is set forth in Section 7.1 above.


                                       5
<PAGE>


          7.3  Termination  of  Employment of Employee by the Company for Cause.
     Nothing  herein  shall  prevent the  Company  from  terminating  Employee's
     employment under this Agreement for Cause (as defined below).  In the event
     Employee is terminated  for Cause,  Employee  shall be paid his unpaid Base
     Salary  (but no  Bonus  Compensation)  through  the  month  in  which  such
     termination  occurs.  The  term  "Cause"  as used  herein,  shall  mean (i)
     Employee's   misappropriation  of  funds,  embezzlement  or  fraud  in  the
     performance of his duties hereunder,  (ii) the continued failure or refusal
     of Employee (following written notice thereof) to carry out in any material
     respect any  reasonable  request of the Board for the provision of services
     hereunder,  (iii) the  material  breach of any  material  provision of this
     Agreement by Employee, (iv) Employee's performance of his duties with gross
     negligence,  or (v) the entering of a plea of guilty or nolo contendere to,
     or the  conviction  of  Employee  of, a felony  or any other  criminal  act
     involving moral turpitude, dishonesty, theft or unethical business conduct.

          Termination  of  employment  of Employee  pursuant to this Section 7.3
     shall be made by delivery to Employee of a letter from the Board  generally
     setting forth a description  of the conduct which  provides the basis for a
     termination of employment of Employee for Cause;  provided,  however, that,
     prior  to the  termination  of this  Agreement  for a basis  set  forth  in
     Sections  7.3(ii) or  7.3(iii)  above  (which is  capable of being  cured),
     Employee shall be given notice of the basis for  termination by the Company
     and a reasonable  opportunity (not less than thirty (30) days) to cure such
     breach.

          7.4  Termination  of  Employment  Other  than  for  Cause,   Death  or
     Disability.

               (a)  Termination.  This  Agreement may be  terminated  (i) by the
          Company (in addition to  termination  pursuant to Sections 7.1, 7.2 or
          7.3 above) at any time and for any  reason,  (ii) by  Employee  at any
          time and for any  reason or (iii)  upon the  expiration  of the Stated
          Term.

               (b) Severance and Non-Competition Payments.

                    (1)  If  this   Agreement  is  terminated  by  the  Company,
               including  by reason of a  Constructive  Termination  (as defined
               below), other than as a result of death or disability of Employee
               or for  Cause  (and  other  than in  connection  with a change in
               control (as defined below) of the Company), the Company shall pay
               Employee a severance and noncompetition payment equal to the Base
               Salary  for  the  remainder  of the  Stated  Term  earned  by the
               Employee in respect of the last year  immediately  preceding  the
               year of  termination,  multiplied  by the  number  of  year  ends
               remaining  in  the  Stated  Term;  provided,   however,   that  a
               termination during the last twelve (12) months of the Stated Term
               shall be governed by Subsection  7.4(b)(5) below.  Such severance
               and  non-competition  payment  shall be payable in equal  monthly
               installments  commencing on the first day of the month  following
               termination  and shall  continue for the  remainder of the Stated
               Term.


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<PAGE>

                    (2) For purposes of this Agreement, a "change in control" of
               the Company  means and includes  each of the  following:  (i) the
               acquisition, in one or more transactions, of beneficial ownership
               (within  the  meaning of Rule 13d-3 of the rules and  regulations
               promulgated under the Securities Exchange Act of 1934, as amended
               (the  "Rules  and  Regulations"))  by any person or entity or any
               group of persons or entities who  constitute a group  (within the
               meaning of Section 13(d)(3) of the Rules and Regulations)  (other
               than  Employee,  a member  of his  immediate  family,  a trust or
               similar estate planning  vehicle  established by Employee,  or an
               entity in which Employee owns, directly or indirectly, a majority
               of the equity securities or voting rights),  of any securities of
               the  Company  such that,  as a result of such  acquisition,  such
               person,  entity or group either (A) beneficially owns (within the
               meaning of Rule 13d-3 of the Rules and Regulations),  directly or
               indirectly,  more than 30% of the  Company's  outstanding  voting
               securities  entitled to vote on a regular basis for a majority of
               the  members  of the Board or (B)  otherwise  has the  ability to
               elect,  directly or indirectly,  a majority of the members of the
               Board;  (ii) a change in the composition of the Board such that a
               majority of the members of the Board are not Continuing Directors
               (as  defined  below);  or (iii) the  closing  date of a merger or
               consolidation  of the Company with any other  corporation,  other
               than a  merger  or  consolidation  which  results  in the  voting
               securities of the Company  outstanding  immediately prior thereto
               continuing to represent  (either by remaining  outstanding  or by
               being converted into voting  securities of the surviving  entity)
               at least 51% of the total voting power  represented by the voting
               securities of the Company or such  surviving  entity  outstanding
               immediately  after  such  merger  or   consolidation;   (iv)  the
               stockholders   of  the   Company   approve  a  plan  of  complete
               liquidation  of the Company;  or (v) the closing date of the sale
               or  disposition  by the Company (if  consummated in more than one
               transaction,  the initial  closing date) of all or  substantially
               all of the Company's assets,  following  shareholder  approval of
               such sale or  disposition.  For  purposes  of this  Agreement,  a
               "Continuing  Director"  means members of the Board on the date of
               this Agreement  (including  directors appointed from time to time
               pursuant to the Brera  Transaction (as defined below)) or persons
               nominated   for  election  or  elected  to  the  Board  with  the
               affirmative vote of the continuing  directors who were members of
               the  Board  at the  time  of  such  nomination  or  election.  In
               addition,  the convertible  preferred stock transaction described
               in the Investment Agreement between the Company and Brera Capital
               Partners,   LLC  ("Brera")  or  any  subsequent   acquisition  of
               securities of the Company by Brera or its affiliates  (the "Brera
               Transaction"),  through an acquisition,  merger, consolidation or
               otherwise, shall not be deemed to be a change in control.

                    (3)  For  purposes  of  this   Agreement,   a  "Constructive
               Termination"  shall  be  deemed  to have  occurred  upon  (i) the
               removal of Employee as the President and Chief Operating  Officer
               of the  Company,  (ii) any material  diminution  in the nature or
               scope  of  the   authorities,   powers,   functions,   duties  or
               responsibilities attached to such positions or (iii) the material
               breach by the  Company  of this  Agreement  if, in any such case,
               Employee  does not agree to such  change and elects to  terminate
               his  employment.  A  termination  by  reason  of  a  Constructive
               Termination  shall be made by delivery by Employee of a letter to
               the Board;  provided,  however, that, prior to the termination of
               this Agreement for a basis set forth in this Subsection 7.4(b)(3)
               (which is  capable  of being  cured),  the  Board  shall be given
               notice of the basis for  termination by Employee and a reasonable
               opportunity (not less than thirty (30) days) to cure such breach.


                                       7
<PAGE>


                    (4) In the  event  of a  termination  of  employment  by the
               Company  following a change in control of the Company  (including
               by reason of a Constructive  Termination),  the Company shall pay
               the Employee a severance and non-competition payment equal to two
               (2)  times  the sum of the Base  Salary  in  respect  of the year
               immediately preceding the year of termination. Such severance and
               non-competition  payment  shall be  payable  in a lump sum on the
               first day of the month following the termination.

                    (5) If this  Agreement is not renewed beyond the Stated Term
               for at  least  one  year on  substantially  similar  terms by the
               parties  hereto or if this Agreement is terminated by the Company
               (other than as a result of death or disability of Employee or for
               Cause and other  than in  connection  with a change in  control),
               including by reason of a Constructive Termination,  in accordance
               with this  Section 7 during the last  twelve  (12)  months of the
               Stated  Term,  the Company  shall pay  Employee a  severance  and
               noncompetition payment equal to the Base Salary in respect of the
               year  immediately   preceding  the  year  of  termination.   Such
               severance and non-competition  payment shall be payable in twelve
               (12) equal  monthly  installments  commencing on the first day of
               the month following termination.

                    (6) If Employee terminates his employment  voluntarily prior
               to the expiration of the Stated Term,  Employee shall be paid his
               unpaid Base Salary (but no Bonus Compensation)  through the month
               in which the voluntary termination occurs.

                    (7) Employee shall not be required to mitigate the amount of
               any severance and non-competition payment provided for under this
               Agreement by seeking other employment or otherwise. To the extent
               that  Employee  shall receive  compensation,  benefits or service
               credit for any other employment following  termination under this
               Agreement,  the  payments  to be  made  and  the  benefits  to be
               provided  by  the   Company   under  this   Agreement   shall  be
               correspondingly reduced.

          7.5 Additional  Severance for Termination  Prior to March 28, 2001. If
     this  Agreement is  terminated by the Company for any reason other than for
     Cause  (including by reason of death or Disability of Employee or by reason
     of a Constructive  Termination) prior to March 28, 2001, in addition to any
     other severance  payments  payable by the Company under this Section 7, the
     Company  shall pay to Employee (or his Estate,  as  applicable) a severance
     and  non-competition  payment  equal to  $416.66  for each full  month that
     Employee provided services hereunder during the Term.



                                       8
<PAGE>

     8. Confidential Information.

          8.1 Employee  agrees not to use,  disclose or make  accessible  to any
     other  person,  firm,  partnership,  corporation  or any other  entity  any
     Confidential  Information (as defined below)  pertaining to the business of
     the Company  except (i) while  employed by the Company,  in the business of
     and for the  benefit  of the  Company or (ii) when  required  to do so by a
     court  of  competent  jurisdiction,   by  any  governmental  agency  having
     supervisory  authority  over  the  business  of  the  Company,  or  by  any
     administrative  body or legislative  body  (including a committee  thereof)
     with  jurisdiction  to order  the  Company  to  divulge,  disclose  or make
     accessible such information. For purposes of this Agreement,  "Confidential
     Information"  shall mean  non-public  information  concerning the Company's
     financial  data,   statistical  data,  strategic  business  plans,  product
     development  (or other  proprietary  product  data),  customer and supplier
     lists,   customer  and  supplier   information,   information  relating  to
     governmental relations,  discoveries,  practices, processes, methods, trade
     secrets, marketing plans and other non-public, proprietary and confidential
     information  of the Company that,  in any case, is not otherwise  generally
     available to the public and has not been disclosed by the Company to others
     not  subject  to  confidentiality   agreements.  In  the  event  Employee's
     employment is terminated  hereunder for any reason,  he  immediately  shall
     return to the Company all Confidential Information in his possession.

          8.2  Employee  and the  Company  agree  that  the  covenant  regarding
     confidential  information  contained  in  this  Section  8 is a  reasonable
     covenant under the circumstances, and further agree that if, in the opinion
     of any court of competent jurisdiction,  such covenant is not reasonable in
     any respect, such court shall have the right, power and authority to excise
     or modify such  provision or  provisions  of this  covenant as to the court
     shall appear not reasonable and to enforce the remainder of the covenant as
     so amended.  Employee  agrees that any breach of the covenant  contained in
     this Section 8 would irreparably injure the Company. Accordingly,  Employee
     agrees that the Company,  in addition to pursuing any other remedies it may
     have in law or in equity,  may obtain an injunction  against  Employee from
     any court  having  jurisdiction  over the matter,  restraining  any further
     violation of this Section 8.

          8.3 The  provisions  of this  Section 8 shall  extend for the Term and
     shall survive the  termination of this Agreement for the greater of (x) the
     period in which severance and non-competition payments are made pursuant to
     this Agreement or (y) two years from the date this Agreement is terminated.

     9. Non-Competition; Non-Solicitation.

          9.1  Employee  agrees  that,  during  the  Non-Competition  Period (as
     defined in Section 9.4 below),  without  the prior  written  consent of the
     Company:  (i) he shall not,  directly or  indirectly,  either as principal,
     manager, agent, consultant,  officer,  director,  greater than five percent
     (5%) holder of any class or series of equity securities, partner, investor,
     lender or  employee  or in any other  capacity,  carry on, be engaged in or
     have any financial  interest in or otherwise be connected  with, any entity
     which now, or at the time, has material operations which



                                       9
<PAGE>

     are engaged in any business activity  competitive  (directly or indirectly)
     with the  business  of the  Company  including,  for  these  purposes,  any
     business in which, at the  termination of his employment,  there was a bona
     fide  intention  on the  part of the  Company  which  was  communicated  to
     Employee to engage in the  future;  and (ii) he shall not, on behalf of any
     competing entity, directly or indirectly, have any dealings or contact with
     any suppliers or customers of the Company.

          9.2 During the Non-Competition  Period,  Employee agrees that, without
     the prior  written  consent of the Company (and other than on behalf of the
     Company),  Employee shall not, on his own behalf or on behalf of any person
     or entity,  directly or  indirectly  hire or solicit the  employment of any
     employee  who has been  employed  by the Company at any time during the one
     (1) year period immediately preceding such date of hiring or solicitation.

          9.3   Employee   and  the  Company   agree  that  the   covenants   of
     non-competition  and  non-solicitation  contained  in  this  Section  9 are
     reasonable covenants under the circumstances, and further agree that if, in
     the opinion of any court of competent  jurisdiction  such covenants are not
     reasonable  in any  respect,  such court  shall  have the right,  power and
     authority  to  excise or  modify  such  provision  or  provisions  of these
     covenants  as to the court shall appear not  reasonable  and to enforce the
     remainder of these covenants as so amended. Employee agrees that any breach
     of the covenants  contained in this Section 9 would irreparably  injure the
     Company.  Accordingly,  Employee  agrees that the  Company,  in addition to
     pursuing any other remedies it may have in law or in equity,  may obtain an
     injunction  against  Employee from any court having  jurisdiction  over the
     matter, restraining any further violation of this Section 9.

          9.4 The  provisions  of this  Section 9 shall  extend for the Term and
     survive the  termination  of the  Agreement for the greater of (x) one year
     from the date of such termination and (y) the period in which severance and
     non-competition  payments are made to Employee  pursuant to this  Agreement
     (herein referred to as the "Non-Competition Period").

     10.  Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered  personally  or sent
by facsimile  transmission or overnight courier. Any such notice shall be deemed
given when so delivered personally or sent by facsimile  transmission  (provided
that a confirmation copy is sent by overnight  courier) or one day after deposit
with an overnight courier, as follows:

To the Company:   Safety Components International, Inc.
                  2160 North Central Road
                  Fort Lee, New Jersey 07024
                  Telephone:   201-592-0008
                  Telecopy:    201-592-7501
                  Attention:   Chief   Executive   Officer   and  to  each
                               member  of  the Compensation Committee of the
                               Board of Directors


                                       10
<PAGE>

To Employee:     John C. Corey
                 2781 Exnoor Road
                 Columbus, Ohio 43221
                 Telephone:
                 Telecopy:

     11. Entire Agreement.  This Agreement, the SMIP Plan, the Stock Option Plan
and the SAR Plan contain the entire  agreement  between the parties  hereto with
respect to the matters contemplated herein and supersede all prior agreements or
understandings among the parties related to such matters.

     12. Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns and upon Employee.  "Successors and assigns" shall mean, in the case
of the Company, any successor pursuant to a merger,  consolidation,  or sale, or
other transfer of all or substantially all of the assets or capital stock of the
Company.

     13. No  Assignment.  Except  as  contemplated  by  Section  12 above,  this
Agreement shall not be assignable or otherwise transferable by either party.

     14. Amendment or Modification;  Waiver.  No provision of this Agreement may
be amended or waived unless such  amendment or waiver is authorized by the Board
and is agreed to in writing, signed by Employee and by a duly authorized officer
of the Company.  Except as otherwise specifically provided in this Agreement, no
waiver by either  party  hereto of any breach by the other  party  hereto of any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of a similar or  dissimilar  provision  or condition at
the same or at any prior or subsequent time.

     15. Fees and Expenses. If either party institutes any action or proceedings
to enforce  any rights the party has under  this  Agreement,  or for  damages by
reason  of any  alleged  breach of any  provision  of this  Agreement,  or for a
declaration of each party's rights or obligations  hereunder or to set aside any
provision hereof,  or for any other judicial remedy,  the prevailing party shall
be entitled  to  reimbursement  from the other party for its costs and  expenses
incurred thereby,  including but not limited to, reasonable  attorneys' fees and
disbursements.

     16. Governing Law. The validity, interpretation,  construction, performance
and  enforcement of this Agreement shall be governed by the internal laws of the
State of Delaware, without regard to its conflicts of law rules.

     17. Titles.  Titles to the Sections in this  Agreement are intended  solely
for  convenience  and no  provision  of this  Agreement  is to be  construed  by
reference to the title of any Section.


                                       11
<PAGE>

     18.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  which  together shall  constitute one agreement.  It shall not be
necessary  for each  party to sign each  counterpart  so long as each  party has
signed at least one counterpart.

     19. Severability.  Any term or provision of this Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the validity or  enforceability  of any of the terms and
provisions of this Agreement in any other jurisdiction.


                                       12
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first set forth above.

                                SAFETY COMPONENTS INTERNATIONAL, INC.


                                By: _____________________________
                                    Name:  Robert A. Zummo
                                    Title: President and Chief Executive Officer


                             _____________________________________
                             John C. Corey



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