Exhibit 10.11

                                WARRANT AGREEMENT


     WARRANT AGREEMENT (this "Agreement"),  dated as of October 11, 2000, by and
between Safety Components International, Inc., a corporation organized under the
laws of Delaware  (the  "Company"),  and  Continental  Stock  Transfer and Trust
Company (the "Warrant  Agent"),  acting solely in its capacity as agent for each
of the  holders of  Warrants  issued by the  Company  hereunder  (such  holders,
together with their  transferees,  successors and assigns from time to time, the
"Holders").

                              W I T N E S S E T H:

     WHEREAS,  on April 11,  2000,  the  Company,  and certain of the  Company's
subsidiaries  each filed a voluntary  petition in the United  States  Bankruptcy
Court for the  District of Delaware  initiating  cases (the  "Chapter 11 Cases")
under  chapter 11 of title 11 of the United  States  Code  ss.ss.  101-1330  (as
amended,  the Bankruptcy  Code") and continued in the possession of their assets
and in the management of their businesses  pursuant to sections 1107 and 1108 of
the Bankruptcy Code;

     WHEREAS,  on the effective date (the "Effective Date") of the joint plan of
reorganization  for the Company  confirmed  in the Chapter 11 Cases,  as partial
consideration for the full satisfaction,  settlement,  release, and discharge of
and in exchange for all of the issued and  outstanding  shares of common  stock,
par value $0.01 per share,  of the  Company  held by certain  persons  (the "Old
Stockholders"),  the  Company  has  agreed  to issue  Warrants  (as  hereinafter
defined) to each Old Stockholder  exercisable,  in accordance with the terms and
conditions thereof,  for shares of Common Stock (as hereinafter  defined) of the
Company;

     WHEREAS, the Company has authorized the issuance of the Warrants; and

     WHEREAS,  the Old  Stockholders now desire to subscribe for and the Company
now desires to issue,  the Warrants to the Old  Stockholders  upon the terms and
conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises set forth herein and other
good and valuable  consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     Section 1. Definitions.

     1.01 Definitions. As used herein:

     "Affiliate"  shall mean, with respect to any Person,  any other Person that
directly  or  indirectly  controls,  or is  under  common  control  with,  or is
controlled by, such Person.  As used in this definition,  "control"  (including,
with their  correlative  meanings,  the terms  "controlled by" and "under common
control with"),  as used with respect to any Person,  shall mean the possession,
directly  or  indirectly,  of power to  direct  or cause  the  direction  of the
management and policies of such Person (whether through  ownership of securities
or partnership or other ownership  interests,  contract or otherwise);  provided
that, in any event, any Person which owns, directly or indirectly, more than 10%
of the securities having ordinary voting power for the


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election of directors or other  governing body of a corporation or more than 10%
of the partnership or other  ownership  interests of any Person (other than as a
limited partner of such other Person) will be deemed to control such corporation
or other Person.  Notwithstanding  the foregoing,  neither any initial Holder of
Warrants  nor any of its  Affiliates  shall be  deemed,  solely by virtue of its
holding of Warrants, to be an Affiliate of the Company.

     "Board of  Directors"  means the board of  directors  of the Company or any
committee thereof duly authorized to act on behalf of such board.

     "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or any
other day on which banking  institutions in the State of New York are authorized
or obligated by law or executive order to close.

     "Capital  Stock" of any Person means any and all shares of,  interests  in,
rights  to  purchase,  warrants  or  options  for,  or  participations  or other
equivalents  of or  interests  in (however  designated),  equity of such Person,
including any preferred  stock,  but excluding any debt  securities  convertible
into such equity.

     "Combination" means an event in which the Company consolidates with, merges
with or into,  or sells  all or  substantially  all of its  assets  to,  another
Person.

     "Common  Stock" shall mean the Company's new authorized  Common Stock,  par
value $0.01 per share,  authorized  under the Company's  Amended  Certificate of
Incorporation, as issued and outstanding on any Exercise Date.

     "Commission"  shall mean the  Securities  and  Exchange  Commission  or any
successor entity.

     "Company"  shall have the meaning  assigned to such term in the preamble of
this Agreement.

     "Current Market Value" shall mean, as of any date of determination thereof,
with respect to any class of Common Stock of the Company,  including  any Common
Stock  issuable upon exercise of any warrant  (including the Warrants) or option
to acquire such Common Stock (i) if there is a Qualified  Public Market for such
class of Common Stock, the value determined  pursuant to clause (a) or (b) below
of this  definition,  or (ii) if there is no such Qualified  Public Market,  the
value determined pursuant to clause (c) below of this definition:

     (a) if such  security  is  listed  on a  national  securities  exchange  or
admitted to unlisted  trading  privileges on such an exchange,  the average last
reported  sale price of a share of such  equity  security  over a 21-day  period
prior to the date of  determination  or, if no such sale is made on any such day
the mean of the closing bid and asked prices for such day on such exchange; or

     (b) if such  equity  is not so  listed  or  admitted  to  unlisted  trading
privileges,  the average  mean of the last bid and asked  prices  reported for a
share  of such  equity  security  over a  21-day  period  prior  to the  date of
determination  (A) by the National  Association of Securities  Dealers Automatic
Quotation  System or, (B) if reports are unavailable  under clause (A) above, by
the National Quotation Bureau Incorporated; or


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<PAGE>

     (c) if such  equity  security  is not so listed  or  admitted  to  unlisted
trading  privileges  and bid and asked prices are not so  reported,  the Current
Market  Value  for a share of such  equity  shall be the  fair  market  value as
determined  by an  Independent  Financial  Expert  selected  by the  Company and
reasonably  acceptable to the Required  Holders,  it being understood and agreed
that in determining such Current Market Value, the Independent  Financial Expert
shall take into account all relevant  factors with respect to the capital  stock
of the Company. The costs and expenses of any such Independent  Financial Expert
making such valuation shall be paid by the Company.

     "Effective Date" shall mean the effective date of the plan described in the
second recital of this Agreement.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exercise  Date"  shall  mean any date on which a Warrant is  exercised  in
accordance with the terms of the Warrant.

     "Exercise  Period"  shall mean the period from the  Effective  Date through
5:00 p.m. (New York time) on April 10, 2003.

     "Exercise  Price"  shall mean a price per share of Common  Stock  purchased
pursuant to any Warrant of U.S. $19.99 per share.

     "GAAP" shall mean accounting  principles  generally  accepted in the United
States as in effect from time to time.

     "Holder" shall mean each registered holder of any Warrant or Warrant Share.

     "Independent Financial Expert" shall mean a nationally recognized appraiser
or  investing  banking firm that does not (and whose  Affiliates  do not) have a
direct or  indirect  financial  interest  in the  Company or any of the  Holders
(other than in its  trading  accounts or as a  participating  underwriter  in an
offering of securities), that has not been, and at the time it is called upon to
determine  Current  Market  Value is not (and none of whose  Affiliates  is),  a
promoter,  director or officer of the Company or any of its Affiliates or any of
the  Holders or an  underwriter  with  respect to any of the  securities  of the
Company,  and that has not provided any advice or opinions to the Company during
the two  years  prior to the  date it is  called  upon to  serve as  Independent
Financial  Expert except as an Independent  Financial  Expert  pursuant  hereto;
provided that, if any Holder is a commercial bank, an institutional  investor or
an Affiliate thereof,  the conduct by such investment banking firm of investment
banking transactions in the ordinary course of its business (including,  without
limitation,  underwritings  of  securities,  private  placements,  broker-dealer
transactions and mergers and acquisitions) in which such Holder is a participant
shall not by itself  result in the  disqualification  of such firm from being an
Independent Financial Expert pursuant hereto.

     "Person"  shall mean an  individual,  a  corporation,  a limited  liability
company, a company, a voluntary  association,  a general partnership,  a limited
partnership, a joint venture, an association, a joint-stock company, a trust, an
unincorporated  organization or a government or any agency,  instrumentality  or
political subdivision thereof.

     "Qualified Public Market" shall mean an active trading market on a national
securities exchange or over-the-counter market of the publicly held Common Stock
of the


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<PAGE>

Company,  with a minimum  market value of  $10,000,000  for such Common Stock or
other equity securities. A "Qualified Public Market" shall be deemed to exist if
the financial  parameters set forth in the immediately  preceding  sentence have
been met for the Common Stock for a period of 21 consecutive days.

     "Required Holders" shall mean the holders,  from time to time, of more than
50% of all  Warrant  Shares  outstanding  (assuming  the  full  exercise  of all
outstanding Warrants).

     "Securities  Register"  shall  have the  meaning  assigned  to such term in
Section 2.03.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Warrant" shall have the meaning assigned to such term in Section 2.01.

     "Warrant  Agent"  shall  have  the  meaning  assigned  to such  term in the
preamble of this Agreement.

     "Warrant  Share" shall mean a share of Common Stock issued or issuable upon
the exercise of a Warrant. For purposes of this Agreement, a Warrant Share shall
be  deemed  to be  "outstanding"  from and after  the  Exercise  Date  until the
redemption or cancellation of such Warrant Share (or, if the related Warrant has
not been exercised, the expiration,  repurchase or cancellation of such Warrant)
by the Company.

     1.02  Accounting  Terms  and  Determinations.  Unless  otherwise  specified
herein,   all   accounting   terms  used  herein  shall  be   interpreted,   all
determinations  with respect to accounting  matters hereunder shall be made, and
all financial  statements and certificates  and reports as to financial  matters
required to be delivered hereunder shall be prepared, in accordance with GAAP.

     Section 2. Terms and Conditions of Issuance and of Warrants

     2.01 Issuance of the Warrants.  In  consideration of the premises and other
good and valuable consideration,  the Company hereby agrees to issue to each Old
Stockholder  on the  date  hereof:  one or more  warrants  (the  "Warrants")  to
purchase,  during the Exercise  Period,  an aggregate number of shares of Common
Stock that is set forth on the face of each such warrant.  Such Warrants, at the
date of issuance thereof, shall entitle the Old Stockholders to purchase, in the
aggregate, 681,818 Warrant Shares, subject to adjustment, as provided in Section
5 hereto and in the respective Warrants.

     2.02  Exercise of  Warrants.  Each  Warrant may be exercised in whole or in
part,  at any time and from time to time,  during the Exercise  Period,  for the
purchase of shares of Common  Stock of the Company not  exceeding  the number of
shares set forth on the face of the  Warrant,  as shall be adjusted  pursuant to
Section 5 hereof,  by  presentation  and surrender of the Warrant to the Warrant
Agent at its  principal  office at 2 Broadway,  19th Floor,  New York,  New York
10004 Attention:  Compliance Department (or at such other address as the Company
may notify the Holders in writing after the date hereof), with the purchase form
(the "Purchase Form") annexed to said Warrant duly executed and accompanied by a
check payable to the Company in the amount of the Exercise Price for the Warrant
Shares  for which the  Warrant  is being  exercised.  The  Warrant  Agent  shall
promptly transmit the check to the Company for the Warrant Shares at the address
set forth in Section 12 of Exhibit A hereto.


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<PAGE>

     Upon receipt by the Warrant  Agent of the Warrant and such  Purchase  Form,
together with a check in the amount of the Exercise Price for the Warrant Shares
for which the Warrant is being  exercised,  the Holder shall be deemed to be the
holder of record of the  number of Warrant  Shares  specified  in such  Purchase
Form,  notwithstanding  that the  transfer  books of the  Company  shall then be
closed or that  certificates (if any)  representing the Warrant Shares shall not
then be  actually  delivered  to the Holder.  The Company  shall pay any and all
documentary  stamp or similar issue taxes payable in respect of the issue of the
Warrant Shares.  If a Warrant is exercised in part only the Warrant Agent shall,
upon surrender of the Warrant,  execute and deliver a new Warrant evidencing the
rights of the Holder  thereof to  purchase  the  balance of the  Warrant  Shares
issuable under the surrendered Warrant.

     Notwithstanding  anything in this Warrant  Agreement to the  contrary,  the
Warrant Agent shall not issue or distribute Warrants  representing  fractions of
Warrant  Shares.  In lieu of issuing or  distributing  a Warrant for  fractional
Warrant Shares,  the actual  distribution  that the Warrant Agent will make will
reflect a rounding of such  fraction  to the  nearest  whole share (up or down),
with half shares or less being rounded down and fractions in excess of half of a
share being rounded up.

     2.03  Securities  Register.  The Warrant  Agent  shall keep and  maintain a
register  (the  "Securities  Register")  in which,  subject  to such  reasonable
regulations  as it may  prescribe,  the  Warrant  Agent  shall  provide  for the
registration  of Warrants and the  registration  of  transfers of Warrants.  The
Securities  Register shall contain  addresses and contact  information  for each
Holder.

     Section 3.  Representations  and  Warranties  of the  Company.  The Company
represents and warrants to each Holder as follows:

     3.01  Authorization.  The Company has all necessary  power and authority to
execute,  deliver and  perform  its  obligations  under this  Agreement  and the
Warrants  and to  issue  and  deliver  the  Warrants  and  Warrant  Shares;  the
execution,  delivery and  performance  by the Company of this  Agreement and the
Warrants  have  been  duly  authorized  by all  necessary  action;  each of this
Agreement  and the Warrants has been duly  executed and delivered by the Company
and  constitutes  the  legal,  valid  and  binding  obligation  of  the  Company
enforceable in accordance  with its terms,  subject,  as to  enforceability,  to
applicable  bankruptcy,   insolvency,  fraudulent  conveyance,   reorganization,
moratorium  and similar laws  relating to  creditors'  rights  generally  and to
general equitable principles.

     3.02.  Valid  Issuances.  The  Warrant  Shares  have been duly and  validly
reserved for issuance  upon the exercise of the  Warrants.  The  Warrants,  when
issued and delivered  pursuant  hereto,  and the Warrant  Shares when issued and
delivered  upon exercise of the Warrants in accordance  with their terms and the
payment of the applicable Exercise Price, will be validly issued, fully paid and
non-assessable,  with no liability on the part of the holders  thereof,  and are
not and will not be subject to any preemptive rights, rights of first refusal or
rights of first offer.

     3.03 No Breach.  None of the  execution and delivery by the Company of this
Agreement  or the  Warrants,  the  consummation  of the  transactions  herein or
therein  contemplated,  including the issuance and delivery of the Warrants and,
upon the exercise of the Warrants,  the Warrant  Shares,  or compliance with the
terms and provisions  hereof or thereof will conflict with or result in a breach
of, or require any consent under, the Amended Certificate of Incorporation or


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<PAGE>

the Amended By-Laws of the Company, or any resolutions of the Company's Board of
Directors or  shareholders,  or any applicable law or regulation,  or any order,
writ, injunction or decree of any court or governmental  authority or agency, or
of  applicable  provisions  of the  Securities  Act,  the Exchange Act and state
securities  laws in connection  with the exercise by the Holders of their rights
under the  Warrants,  or any  agreement or  instrument to which the Company is a
party or by which it is bound or to which  any of its  properties  or  assets is
subject,  or  constitute a default  under any such  agreement or  instrument  or
result in the  creation or  imposition  of any lien upon any of the  revenues or
assets of the Company pursuant to the terms of any such agreement or instrument.

     3.04 Approvals. No authorizations, approvals or consents of, and no filings
or registrations with, any governmental or regulatory authority or agency, which
have not  already  been  made or  obtained,  are  necessary  for the  execution,
delivery or performance  by the Company of this  Agreement or the Warrants,  the
consummation of the transactions contemplated herein and therein or the validity
or enforceability hereof or thereof.

     3.05 Capitalization.  The Company's authorized equity  capitalization is as
previously disclosed in writing by the Company to the Old Stockholders,  and the
Common Stock conforms in all material  respects to the aforesaid  disclosure and
to the  copies of the  Amended  Certificate  of  Incorporation  and the  amended
By-Laws of the Company  provided by the Company to the Old  stockholders.  As of
the date hereof,  except as set forth in the aforesaid  description there are no
other  outstanding  shares of  Capital  Stock of the  Company,  and there are no
outstanding options of warrants to acquire, or any securities  convertible into,
any shares of Capital Stock of the Company.

     3.06 No Litigation.  There is no action, suit,  proceeding or investigation
pending or, to the best of the Company's knowledge after due inquiry, threatened
against the Company or any of its subsidiaries before any governmental authority
seeking  to  enjoin  the  transactions  contemplated  by this  Agreement  or the
Warrants.

     3.07  Absence of Certain  Changes or  Events.  Except as  disclosed  in the
Company SEC Reports  filed prior to the date of this  Agreement,  since June 30,
2000 there has not been any change,  event or development  having, or that could
be reasonably  expected to have,  individually  or in the aggregate,  a material
adverse effect on the Company and its subsidiaries taken as a whole.

     Section 4. Covenants.

     4.01  Notice  of  Merger.  For so  long  as any  of  the  Warrants  remains
outstanding, the Company shall give each Holder at least 20 Business Days' prior
written  notice before it agrees to any merger,  acquisition,  consolidation  or
similar transaction in which the Company shall not be the surviving corporation.

     4.02 Inspection.  The Company covenants and agrees that it will permit each
Holder and its  representatives to examine and make extracts and copies from the
books and records of the Company during normal business hours to the same extent
that any shareholder of the Company has the right to do so under the laws of the
State of Delaware.

     4.03 Information.  The Company covenants and agrees that it will deliver to
each  Holder such  financial  statements  and other  information  regarding  the
Company or any of its subsidiaries that the Company prepares and delivers, or is
obligated to prepare and deliver, to its


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<PAGE>

shareholders  generally, in each case at the same time such financial statements
and other information are delivered to such shareholders or which it files or is
required to file with the Commission. The Company hereby acknowledges and agrees
that each Holder may share with any of its Affiliates any information related to
the Company and any of its  subsidiaries  (including,  without  limitation,  any
non-public customer  information  regarding the  creditworthiness of the Company
and its subsidiaries).

     4.04 Filings.  The Company covenants that it will file any reports required
to be filed by it under the  Exchange  Act and that it will  take  such  further
action  necessary  to  permit  the  Warrants  to be freely  transferable  in any
jurisdiction of the United States.

     Section 5. Antidilution Provisions.

     5.01 Changes in Common Stock.  The Exercise Price and the number of Warrant
Shares issuable upon the exercise of each Warrant are subject to adjustment from
time to time upon the occurrence of the events enumerated in this Section 5.

     In the event that at any time or from time to time the Company shall:

     (i) pay a dividend or make a distribution on its Common Stock payable in
shares of its Common Stock or other equity interests of the Company,

     (ii) subdivide its outstanding shares of Common Stock into a larger number
of shares of Common Stock,

     (iii) combine its outstanding shares of Common Stock into a smaller number
of shares of Common Stock, or

     (iv) increase or decrease the number of shares of Common Stock outstanding
by reclassification of its Common Stock,

then (a) the number of shares of Common  Stock  issuable  upon  exercise of each
Warrant  immediately  after the  happening  of such event shall be adjusted to a
number  determined by multiplying  (1) the number of shares of Common Stock that
such holder would have owned or have been  entitled to receive upon exercise had
such Warrants been  exercised  immediately  prior to the happening of the events
described  above (or, in the case of a dividend or  distribution of Common Stock
or  other  shares  of  capital  stock,  immediately  prior  to the  record  date
therefor),  (2) by a fraction,  the numerator of which shall be the total number
of shares of Common Stock  outstanding  immediately  after the  happening of the
events described above and the denominator of which shall be the total number of
shares of Common Stock  outstanding  immediately  prior to the  happening of the
events described above; and (b), subject to Section 5.07, the Exercise Price for
each  Warrant  shall be adjusted  to a number  determined  by  dividing  (1) the
Exercise  Price  immediately  prior  to such  event  by (2)  the  aforementioned
fraction.  An  adjustment  made  pursuant  to this  Section  5.01  shall  become
effective immediately after the effective date of such event, retroactive to the
record  date  therefor in the case of a dividend  or  distribution  in shares of
Common Stock or other shares of the Company's capital stock.

     If after an  adjustment  a Holder  of a  Warrant  upon  exercise  of it may
receive  shares of two or more  classes of  capital  stock of the  Company,  the
Company shall  determine the  allocation of the adjusted  Exercise Price between
the classes of capital stock. After such allocation,  the exercise privilege and
the Exercise Price of each class of capital stock shall


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<PAGE>

thereafter be subject to adjustment on terms  comparable to those  applicable to
Common Stock in this Section 5.

     Such adjustment shall be made successively  whenever any event listed above
shall occur.

     5.02 Cash Dividends and Other Distributions. In the event that at any time
or from time to time the Company shall distribute to all holders of Common
Stock:

     (i)  any  dividend  or  other  distribution  of  cash,   evidences  of  its
indebtedness,  shares of its capital  stock or any other  assets,  properties or
debt securities, or

     (ii) any options, warrants or other rights to subscribe for or purchase any
of the foregoing (other than, in each case, (a) the issuance of any rights under
a shareholder rights plan, (b) any dividend or distribution described in Section
5.01, (c) any rights, options,  warrants or securities described in Section 5.03
and (d) any cash  dividends or other cash  distributions  solely from current or
retained earnings),

then the number of shares of Common  Stock  issuable  upon the  exercise of each
Warrant shall be increased to a number  determined by multiplying (1) the number
of shares of Common Stock issuable upon the exercise of such Warrant immediately
prior to the  record  date  for any  such  dividend  or  distribution,  by (2) a
fraction, the (A) numerator of which shall be the Current Market Value per share
of Common Stock on the record date for such  dividend or  distribution,  and (B)
the  denominator of which shall be such Current Market Value per share of Common
Stock on the record date for such dividend or  distribution  less the sum of (x)
the amount of cash,  if any,  distributed  per share of Common Stock and (y) the
fair market value (as determined in good faith by the Board of Directors,  whose
determination  shall be  evidenced  by a  resolution  of the Board of  Directors
delivered to the Holders) of the portion, if any, of the distribution applicable
to one share of Common Stock consisting of such cash, evidences of indebtedness,
shares of capital  stock,  other assets,  property or debt  securities,  or such
options,  warrants or other subscription or purchase rights.  Subject to Section
5.07,  the Exercise  Price shall be adjusted to a number  determined by dividing
the Exercise Price immediately  prior to such record date by the  aforementioned
fraction.

     Such adjustments  shall be made whenever any distribution is made and shall
become effective as of the date of distribution,  retroactive to the record date
for any such distribution; provided, however that the Company is not required to
make  an  adjustment  pursuant  to  this  Section  5.02  if at the  time of such
distribution  the Company makes the same  distribution to Holders of Warrants as
it makes to  holders  of Common  Stock pro rata based on the number of shares of
Common Stock for which such Warrants are  exercisable  (whether or not currently
exercisable).  No  adjustment  shall be made pursuant to this Section 5.02 which
shall  have the  effect of  decreasing  the  number  of  shares of Common  Stock
issuable upon exercise of each Warrant or increasing the Exercise Price.

     5.03 Rights Issue to All Holders of Common Stock.  In the event that at any
time or from time to time the Company shall issue to all holders of Common Stock
any rights,  options or warrants  entitling the holders thereof to subscribe for
shares of Common  Stock,  or  securities  convertible  into or  exchangeable  or
exercisable  for  Common  Stock,  entitling  such  holders to  subscribe  for or
purchase shares of Common Stock at a price per share that is lower at the record
date for such issuance than the Current  Market Value per share of Common Stock,
and shall not offer such rights, options or warrants to the Holders of Warrants,
then the number


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<PAGE>

of shares of Common Stock  issuable  upon the exercise of each Warrant  shall be
increased  to a number  determined  by (i)  multiplying  the number of shares of
Common Stock  theretofore  issuable  upon  exercise of each  Warrant,  by (ii) a
fraction,  the (a)  numerator  of which  shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights,  options,  warrants or
securities  plus the number of  additional  shares of Common  Stock  offered for
subscription  or purchase or into or for which such  securities  that are issued
are convertible,  exchangeable or exercisable,  and the (b) denominator of which
shall be the  number  of  shares  of  Common  Stock  outstanding  on the date of
issuance of such rights,  options,  warrants or securities plus the total number
of shares of Common  Stock  which the  aggregate  consideration  expected  to be
received by the Company in respect of both such rights,  options or warrants and
the shares of Common Stock received in respect thereof (assuming the exercise or
conversion of all such rights,  options,  warrants or securities) would purchase
at the Current Market Value per share of Common Stock.  Subject to Section 5.07,
in the event of any such  adjustment,  the Exercise Price shall be adjusted to a
number  determined by (1) dividing the Exercise Price  immediately prior to such
date of issuance by (2) the  aforementioned  fraction.  Such adjustment shall be
made  immediately  after such  rights,  options or warrants are issued and shall
become  effective  retroactive  to the  record  date  for the  determination  of
stockholders entitled to receive such rights,  options,  warrants or securities.
No  adjustment  shall be made pursuant to this Section 5.03 which shall have the
effect of  decreasing  the  number of shares of Common  Stock  purchasable  upon
exercise of each Warrant or of increasing the Exercise Price.

     5.04 Other Issuances of Common Stock or Rights. In the event that at any
time or from time to time the Company shall issue:

     (i) shares of Common Stock,

     (ii) rights,  options or warrants entitling the holder thereof to subscribe
for shares of Common Stock (provided;  however, that no adjustment shall be made
upon the exercise of such rights, options or warrants), or

     (iii) securities convertible into or exchangeable or exercisable for Common
Stock (provided;  however, that no adjustment shall be made upon the conversion,
exchange  or exercise  of such  securities),  at a price per share at the record
date of such  issuance  that is less than the Current  Market Value per share of
Common  Stock  (other  than a  distribution  solely to all  holders of shares of
Common Stock, which shall be covered by the preceding section),

then the number of shares of Common  Stock  issuable  upon the  exercise of each
Warrant shall be increased to a number  determined by multiplying (a) the number
of shares of Common Stock theretofore  issuable upon exercise of each Warrant by
(b) a  fraction,  the (1)  numerator  of which  shall be the number of shares of
Common Stock outstanding immediately after such sale or issuance plus the number
of  additional  shares of Common Stock offered for  subscription  or purchase or
into or for which such securities that are issued are convertible,  exchangeable
or  exercisable,  and the (2) denominator of which shall be the number of shares
of Common Stock outstanding  immediately prior to such sale or issuance plus the
total  number  of  shares of Common  Stock  which  the  aggregate  consideration
expected to be received by the Company in respect of both such  rights,  options
or warrants and the shares of Common Stock received in respect thereof (assuming
the exercise or conversion of all such rights, options,  warrants or securities,
if any) would  purchase at the Current  Market Value per share of Common  Stock.
Subject to Section  5.07,  the  Exercise  Price  shall be  adjusted  to a number
determined  by dividing the  Exercise  Price  immediately  prior to such date of
issuance by the aforementioned fraction.


                                      -9-
<PAGE>

     Such adjustments shall be made whenever such rights, options or warrants or
convertible  securities  are issued or, in the absence of such options,  rights,
warrants or  convertible  securities,  whenever  such shares of Common Stock are
issued.  No  adjustment  shall be made pursuant to this Section 5.04 which shall
have the effect of decreasing the number of shares of Common Stock issuable upon
exercise of each warrant or of increasing the Exercise Price.

     For purposes of this Section 5.04 only,  any issuance of Common  Stock,  or
rights,  options or warrants to subscribe for, or other  securities  convertible
into or  exercisable  or  exchangeable  for,  Common Stock,  which  issuance (or
agreement to issue) (A) is in exchange for or otherwise in  connection  with the
bona fide  acquisition  of  property or assets of any kind  (excluding  any such
exchange  exclusively  for cash) of any Person,  and (B) is at a price per share
determined  by the  Board of  Directors  to be equal  to the fair  market  value
thereof  at the time an  agreement  in  principle  is  reached  or at the time a
definitive  agreement  is entered  into,  shall be deemed to have been made at a
price per share equal to the Current  Market  Value Per share at the record date
with  respect to such  issuance  (the time of closing  or  consummation  of such
exchange or acquisition) if such definitive  agreement is entered into within 90
days of the date of such agreement in principle.

     5.05 Combination:  Liquidation.  (a) Except as provided in Section 5.05(b),
in the event of a Combination,  each Holder shall have the fight to receive upon
exercise of the  Warrants the kind and amount of shares of Common Stock or other
securities  or property  which such Holder  would have been  entitled to receive
upon  or as a  result  of such  Combination  had  such  Warrant  been  exercised
immediately prior to such event,  less the Exercise Price.  Unless paragraph (b)
is applicable to a Combination,  the Company shall provide that the surviving or
acquiring  Person (the "Successor  Company") in such Combination will enter into
an agreement with the Warrant Agent  confirming the Holders'  rights pursuant to
this Section  5.05(a) and  providing for  adjustments,  which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
5. The provisions of this Section  5.05(a) shall  similarly  apply to successive
Combinations involving any Successor Company.

     (b) In the event of (i) a Combination where consideration to the holders of
Common Stock in exchange for their shares is payable  solely in cash or (ii) the
dissolution,  liquidation  or  winding-up  of the  Company,  the  holders of the
Warrants  shall be  entitled  to  receive,  upon  surrender  of their  Warrants,
distributions  on an equal  basis  with the  holders  of  Common  Stock or other
securities,  issuable upon exercise of the Warrants, as if the Warrants had been
exercised immediately prior to such event, less the Exercise Price.

     In case of any Combination described in this Section 5.05(b), the surviving
or  acquiring  Person  and,  in the  event of any  dissolution,  liquidation  or
winding-up of the Company,  the Company shall  promptly (and in any event within
three Business Days of receipt  thereof) pay to each Holder the amounts to which
such Holder shall be entitled,  by same-day funds wire transfer (or, in the case
of  consideration  other than cash,  to deliver such other  consideration  as is
appropriate)  to such  Person or Persons as it may be directed in writing by the
Holders surrendering such Warrants.

     5.06 Superseding  Adjustment.  Upon the expiration of any rights,  options,
warrants or  conversion or exchange  privileges  which  resulted in  adjustments
pursuant to this Section 5, if any thereof  shall not have been  exercised,  the
number of Warrant  Shares  issuable  upon the exercise of each Warrant  shall be
readjusted  pursuant to the  applicable  section of this Section 5 as if (i) the
only shares of Common Stock  issuable  upon  exercise of such  rights,  options,
warrants,  conversion or exchange privileges were the shares of Common Stock, if
any,


                                      -10-
<PAGE>

actually  issued  upon  the  exercise  of  such  rights,  options,  warrants  or
conversion  or exchange  privileges,  and (ii) shares of Common  Stock  actually
issued,  if any, were issuable for the  consideration  actually  received by the
Company upon such exercise plus the aggregate  consideration,  if any,  actually
received  by the  Company for the  issuance,  sale or grant of all such  rights,
options, warrants or conversion or exchange privileges whether or not exercised,
and the  Exercise  Price  shall be  readjusted  inversely.  Notwithstanding  the
foregoing,  no such  readjustment  shall  (except  by reason  of an  intervening
adjustment  under  Section  5.01)  have the effect of  decreasing  the number of
Warrant  Shares  Purchasable  upon the  exercise of each Warrant or increase the
Exercise Price by an amount in excess of the amount of the adjustment  initially
made in respect of the issuance, sale or grant of such rights, options, warrants
or conversion or exchange privileges.

     5.07 Minimum Adjustment. The adjustments required by the preceding sections
of this  Section 5 shall be made  whenever and as often as any  specified  event
requiring an adjustment  shall occur,  except that no adjustment of the Exercise
Price or the number of shares of Common Stock issuable upon exercise of Warrants
that would  otherwise be required shall be made unless and until such adjustment
either by itself or with other  adjustments  not  previously  made  increases or
decreases  by at lean 1% the  Exercise  Price or the  number of shares of Common
Stock issuable upon exercise of Warrants immediately prior to the making of such
adjustment.  Any  adjustment  representing  a change of less  than such  minimum
amount shall be carried  forward and made as soon as such  adjustment,  together
with other adjustments required by this Section 5 and not previously made, would
result in a minimum adjustment. For the purpose of any adjustment, any specified
event  shall be deemed to have  occurred at the close of business on the date of
its  occurrence.  In  computing  adjustments  under this  Section 5,  fractional
interests   in  Common  Stock  shall  be  taken  into  account  to  the  nearest
one-hundredth of a share.

     5.08 Notice of  Adjustment.  Whenever the  Exercise  Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of the
Warrants is  adjusted,  as herein  provided,  the Company  shall  deliver to the
Warrant Agent and each of the Holders  (through the Warrant Agent) a certificate
of a firm of independent accountants selected by the Board of Directors (who may
be the regular accountants employed by the Company) setting forth. in reasonable
detail,  the  event  requiring  the  adjustment  and the  method  by which  such
adjustment was calculated (including a description of the basis on which (i) the
Board of Directors  determined the fair value of any evidences of  indebtedness,
other  securities  or property or  warrants,  options or other  subscription  or
purchase  rights,  and (ii) the  Current  Market  Value of the Common  Stock was
determined,  if either of such determinations were required), and specifying the
Exercise Price and the number of shams of Common Stock issuable upon exercise of
Warrants  after  giving  effect to such  adjustment.  The  Warrant  Agent  shall
promptly  mail a copy of such  certificate  to each  Holder in  accordance  with
Section 7.02.  The Warrant  Agent shall be entitled to rely on such  certificate
and  shall  be  under  no  duty  or  responsibility  with  respect  to any  such
certificate, except to exhibit the same from time to time to any Holder desiring
an inspection thereof during reasonable  business hours. The Warrant Agent shall
not at any time be under any duty or  responsibility  to any Holder to determine
whether any facts exist which may require any adjustment of the Exercise  Price,
or the number of shares of Common  Stock or other stock or property  issuable on
exercise of the  Warrants,  or with  respect to the nature or extent of any such
adjustment  when made,  or with  respect to the method  employed  in making such
adjustment or the validity or value of any shares of Common Stock,  evidences of
indebtedness, warrants, options, or other securities or property.

     5.09 Notice of Certain Transactions. In the event that the Company shall
propose to:


                                      -11-
<PAGE>

     (a) pay any dividend  payable in  securities of any class to the holders of
its Common Stock or to make any other non-cash  dividend or  distribution to the
holders of its Common Stock,

     (b) offer the holders of its Common  Stock  rights to  subscribe  for or to
purchase  any  securities  convertible  into shares of Common Stock or shares of
stock of any class or any other securities, rights or options,

     (c) issue any (i) shares of Common Stock, (ii) rights,  options or warrants
entitling  the holders  thereof to subscribe for shares of Common Stock or (iii)
securities convertible into or exchangeable or exercisable for Common Stock,

     (d) effect any capital reorganization, reclassification, consolidation or
merger,

     (e) effect the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or

     (f) make a tender offer or exchange offer with respect to the common Stock,

then the  Company  shall  within  five days send to each Holder a notice of such
proposed action or offer.

     Such notice shall be mailed by the Company  (through the Warrant  Agent) to
the Holders at their addresses as they appear in the Securities Register,  which
shall specify the record date for the purposes of such dividend, distribution or
rights,  or the date  such  issuance  or event is to take  place and the date of
participation  therein by the holders of Common Stock, if any such date is to be
fixed,  and shall briefly indicate the effect of such action on the Common Stock
and on the number and kind of any other  shares of stock and on other  property,
if any,  and the number of shares of Common  Stock and other  property,  if any,
issuable  upon  exercise of each  Warrant and the  Exercise  Price after  giving
effect to any adjustment  pursuant to this Section 5 which will be required as a
result of such  action.  Such notice  shall be given as promptly as possible and
(x) in the case of any action  covered  by clause (a) or (b) above,  at least 10
days prior to the record date for  determining  holders of the Common  Stock for
purposes of such action or (y) in the case of any other such action, at least 20
Business  Days  prior to the date of the taking of such  proposed  action or the
date of participation therein by the holders of Common Stock, whichever shall be
the earlier.

     5.10  Adjustment  to  Warrants.  The form of  Warrant  need not be  changed
because of any adjustment  made pursuant to this Section 5, and Warrants  issued
after such  adjustment  may state the same Exercise Price and the same number of
shares of Common Stock  issuable  upon exercise of the Warrants as are stated in
the  Warrant  certificates  initially  issued  pursuant to this  Agreement.  The
Company,  however, may at any time in its sole discretion make any change in the
form of Warrant  certificate that it may deem appropriate to give effect to such
adjustments  and that does not affect the  substance  of the  Warrants,  and any
Warrant thereafter issued or countersigned,  whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.

     Section 6. The Warrant Agent.

     6.01 General. The duties and responsibilities of the Warrant Agent shall be
as specifically set forth herein, and no implied covenants or obligations shall
be read into this


                                      -12-
<PAGE>

Warrant Agreement against the Warrant Agent.  Notwithstanding the foregoing,  no
provision of this Warrant Agreement shall require the Warrant Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its  duties  hereunder,  or in the  exercise  of any of its  rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate  indemnity  against such risk or  liability is not  reasonably
assured to it. Whether or not therein expressly so provided,  every provision of
this Warrant Agreement  relating to the conduct or affecting the liability of or
affording  protection to the Warrant Agent shall be subject to the provisions of
this Section 6.

     6.02. Certain Rights of Warrant Agent.

     (a) The  warrant  Agent  may  rely and  shall be  protected  in  acting  or
refraining  from  acting upon any  document  believed by it to be genuine and to
have been signed or presented by the proper  person.  The Warrant Agent need not
investigate any fact or matter stated in the document;

     (b) before the Warrant Agent acts or refrains  from acting,  it may require
an officers'  Certificate or an Opinion of Counsel.  The Warrant Agent shall not
be liable for any action it takes or omits to take in good faith in  reliance on
such certificate or opinion;

     (c) the Warrant Agent may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care;

     (d) the Warrant  Agent shall be under no  obligation to exercise any of the
rights or powers  vested  in it by this  Warrant  Agreement  at the  request  or
direction of any of the Holders,  unless such Holders  shall have offered to the
Warrant Agent security or indemnity reasonably satisfactory to the Warrant Agent
against  the costs,  expenses  and  liabilities  that might be incurred by it in
compliance with such request or direction;

     (e) the Warrant  Agent shall not be liable for any action it takes or omits
to take in good faith that it believes to be  authorized or within its rights or
powers; provided,  however, that the Warrant Agent's conduct does not constitute
gross negligence or bad faith; and

     (f) the Warrant  Agent shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in  accordance  with the direction of
the Required  Holders  relating to the time,  method and place of conducting any
proceeding for any remedy available to the Warrant Agent.

     6.03. May Hold Warrants.  The Warrant Agent, in its individual or any other
capacity,  may become the owner or  pledgee of  Warrants  and may make loans to,
accept deposits from,  perform services for, and otherwise deal with the Company
or its Affiliates  with the same rights it would have if it were not the Warrant
Agent.

     6.04.  Warrant  Agent's   Disclaimer.   The  Warrant  Agent  (i)  makes  no
representation  as to the validity or adequacy of this Warrant  Agreement or the
Warrants,  (ii) shall not be  accountable  for the Company's use of the proceeds
from the Warrants and (iii) shall not be  responsible  for any statement made in
the Warrants.


                                      -13-
<PAGE>

     6.05. Compensation and Indemnity.

     (a) The Company shall pay to the Warrant Agent such  compensation  as shall
be agreed  upon in writing for its  services.  The  compensation  of the Warrant
Agent shall not be limited by any law on compensation of a trustee of an express
trust.  The  Company  shall  reimburse  the Warrant  Agent upon  request for all
reasonable  expenses,  disbursements  and advances  incurred or made by it. Such
expenses shall include the reasonable  compensation  and expenses of the Warrant
Agent's agents and counsel.

     (b) The Company shall indemnify the Warrant Agent for, and hold it harmless
against,  any  loss  or  liability  or  expense  incurred  by it  without  gross
negligence  or bad faith on its part  arising out of or in  connection  with the
execution, acceptance or administration of this Warrant Agreement and its duties
under this Warrant  Agreement or the Warrants,  including the costs and expenses
of defending  itself  against any claim or liability  and of complying  with any
process served upon it or any of its officers in connection with the exercise or
performance  of any of its powers or duties under this Warrant  Agreement of the
Warrants.

     (c) The  provisions of this Section 6.05 shall survive the  resignation  or
removal of the Warrant Agent and the termination of this Warrant Agreement.

     6.06. Replacement of Warrant Agent.

     (a) A  resignation  or removal of the Warrant  Agent and  appointment  of a
successor  Warrant Agent shall become effective only upon the successor  Warrant
Agent's acceptance of appointment as provided in this Section 6.06.

     (b) The Warrant  Agent may resign by so notifying the Company in writing at
least 30 days  prior  to the  date of the  proposed  resignation.  The  Required
Holders  may remove the  Warrant  Agent by so  notifying  the  Warrant  Agent in
writing  and may  appoint a  successor  Warrant  Agent  with the  consent of the
Company. The Company may remove the Warrant Agent if:

     (i) the Warrant Agent is adjudged a bankrupt or an insolvent;

     (iii) a receiver or other public officer takes charge of the Warrant Agent
or its property; or

     (iii) the Warrant Agent becomes incapable of acting.

     (c) If the Warrant Agent resigns or is removed,  or if a vacancy  exists in
the office of Warrant Agent for any reason, the Company shall promptly appoint a
successor Warrant Agent. Within one year after the successor Warrant Agent takes
office,  the Required  Holders may appoint a successor  Warrant Agent to replace
the successor  Warrant Agent appointed by the Company.  If the successor Warrant
Agent does not take  office  within 30 days  after the  retiring  Warrant  Agent
resigns or is removed,  the retiring  Warrant Agent, the Company or the Required
Holders may petition any court of competent  jurisdiction for the appointment of
a successor Warrant Agent.


                                      -14-
<PAGE>

     6.07. Successor Warrant Agent by Merger, Etc.

     If the  Warrant  Agent  consolidates  with,  merges or  converts  into,  or
transfers all or  substantially  all of its corporate trust business to, another
corporation  or  national  banking  association,  the  resulting,  surviving  or
transferee  corporation or national banking  association without any further act
shall be the  successor  Warrant  Agent with the same effect as if the successor
Warrant Agent had been named as the Warrant Agent herein.

     Section 7. Miscellaneous.

     7.01 Expenses.  The Company agrees to pay all fees and disbursements of the
Warrant Agent and each Holder  (including  the  reasonable  fees and expenses of
counsel to the Warrant Agent and of counsel to the Holders) in  connection  with
the purchase and sale of the Warrants as  contemplated  by this Agreement or any
amendments  hereto and the fees and  disbursements of each Holder (including the
reasonable fees and expenses of its counsel) in connection with the negotiation,
execution,  delivery and  enforcement  of this Agreement and the Warrants or any
waiver or consent hereunder or thereunder or any amendment hereof or thereof. In
addition,  the  Company  agrees  to pay any and all  stamp,  transfer  and other
similar  taxes  payable or  determined to be payable by any Holder in connection
with the execution and delivery of this Agreement,  any Warrants or the issuance
or transfer of the  Warrants  (other  than any such taxes in  connection  with a
transfer of the Warrants to another Holder).

     7.02  Notices.  All notices and other  communications  provided  for herein
(including,  without  limitation,  any  modifications of, or waivers or consents
under,  this Agreement) shall be given or made by telex,  telegraph,  facsimile,
cable or other  writing  and  telexed,  faxed,  telegraphed,  cabled,  mailed or
delivered to the intended recipient at its address as it appears on the Security
Register  and shall be  sufficiently  given to him if so  mailed or  transmitted
within  the time  prescribed.  Copies of any such  communication  or notice to a
Holder shall be mailed to the Warrant  Agent which will  promptly  transmit such
communication or notice to the Holder. All such  communications  shall be deemed
to have been duty given when transmitted by telex or facsimile, delivered to the
telegraph or cable office or  personally  delivered  or, in the case of a mailed
notice, upon receipt in each case given or addressed as aforesaid.

     7.03 Exclusion.  This Agreement and the Warrants shall be binding upon, and
inure solely to the benefit of the Company,  the Warrant  Agent and the Holders,
and no other Person  shall  acquire or have any right under or by virtue of this
Agreement or the Warrants  (other than any such Person to whom such Holders have
transferred  an  interest  in the  Warrants  pursuant  to the terms  thereof and
hereof).

     7.04 Specific Performance.  The Company acknowledges and agrees that in the
event of any  breach of this  Agreement  or the  Warrants  by the  Company,  the
Holders  would be  irreparably  harmed and could not be made  whole by  monetary
damages.  The Company  accordingly agrees (i) to waive the defense in any action
for specific  performance that a remedy at law would be adequate,  and (ii) that
the  Holders,  in addition to any other  remedy to which they may be entitled at
law or in equity,  shall be  entitled  to compel  specific  performance  of this
Agreement or the Warrants in any action instituted in the United States District
Court for the District of  Delaware,  or, in the event such Court would not have
jurisdiction  for such  action,  in any court of the United  States or any state
thereof having subject matter jurisdiction for such action.


                                      -15-
<PAGE>

     7.05  Holder  Not a  Shareholder.  Prior  to  the  exercise  of  any of its
Warrants,  no Holder shall, except as specifically  provided herein, be entitled
to any of the rights of, or be deemed to be, a shareholder in the Company.

     7.06 No Waivers. No failure or delay by any party in exercising any rights,
power or privilege  hereunder or under the  Warrants  shall  operate as a waiver
thereof nor shall any single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies provided herein shall be cumulative and not exclusive of
any rights or remedies provided by law.

     7.07  Amendments  and  Waivers.  Any  provision  of this  Agreement  or the
Warrants  may be amended,  modified  or waived if, but only if, such  amendment,
modification  or waiver is in writing and signed by the  Company,  the  Required
Holders and, until such time as the Initial Holder (or any Affiliate thereof) no
longer  holds any  Warrants  or  Warrant  Shares,  the  Initial  Holder (or such
Affiliates);  provided  that no such  amendment,  modification  or waiver shall,
without the written consent of each Holder affected thereby,  have the effect of
(i)  decreasing  the number of Warrant  Shares  entitled to be exercised by each
Warrant, (ii) increasing the Exercise Price, (iii) modifying the Exercise Period
or (iv) modifying the  definition of Required  Holders or the provisions of this
Section 7.07.

     7.08  GOVERNING  LAW. THIS  AGREEMENT AND THE WARRANTS SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE.  If any
action or  proceeding  shall be brought  by the  Holder in order to enforce  any
right or obligation in respect of this Warrant,  the Company hereby consents and
submits,   to  the  fullest  extent  permitted  by  law,  to  the  non-exclusive
jurisdiction  of any state or federal  court of competent  jurisdiction  sitting
within the State of  Delaware,  and agrees that venue will be proper in any such
court.

     7.09  Captions.  The captions  and section  headings  appearing  herein are
included  solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

     7.10   Counterparts.   This   Agreement  may  be  signed  in  two  or  more
counterparts, each of which shall be an original, with the same effect as if the
signatories thereto and hereto were upon the same instrument.


                                      * * *


                                      -16-
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the day and year first above written.

                                  SAFETY COMPONENTS INTERNATIONAL, INC.


                                  By: /s/
                                      ------------------------------------
                                      Name:
                                      Title:


                                  CONTINENTAL STOCK TRANSFER AND
                                  TRUST COMPANY,
                                        As Warrant Agent for the Holders


                                  By: /s/
                                      ------------------------------------
                                      Name:
                                      Title:


                                      -17-
<PAGE>

                                                                       EXHIBIT A

                                 FORM OF WARRANT

                      SAFETY COMPONENTS INTERNATIONAL, INC.

                          Common Stock Purchase Warrant

     Representing Right to Purchase _______ shares of Common Stock of Safety
Components International, Inc., subject to adjustment as provided herein.

No. R-__

     FOR VALUE RECEIVED,  SAFETY  COMPONENTS  INTERNATIONAL  INC., a corporation
organized  under the laws of Delaware (the  "Company"),  hereby  certifies  that
___________________,  or its  registered  assigns (the  "Holder"),  is entitled,
subject to the provisions of this Warrant,  to purchase from the Company, at any
time or from time to time during the Exercise Period (as  hereinafter  defined),
up to a total of ________  shares of Common  Stock (as such number of shares may
be adjusted pursuant to Section 4 below, the "Warrant Shares"),  at the exercise
price per share of U.S. $19.99 per share (as such price may be adjusted pursuant
to Section 4 below, the "Exercise Price").  This Warrant is issued to the Holder
(together  with such other  Warrants as may be issued in  exchange,  transfer or
replacement of this Warrant, the "Warrants") and entitles the Holder to purchase
the  Warrant  Shares.  This  Warrant is issued  under,  and is  entitled  to the
benefits of, the Warrant  Agreement  dates as of October 11, 2000 (the  "Warrant
Agreement"),  by and between the Company and the Continental  Stock Transfer and
Trust Company (the "Warrant Agent"),  acting solely in its capacity as agent for
each of the Holders.

     Section 1.1 Certain Definitions. Terms defined in the Warrant Agreement and
not otherwise  defined  herein have,  as used herein,  the  respective  meanings
provided for therein.

     Section 2. Exercise of Warrant;  Cancellations of Warrant. This Warrant may
be exercised in whole or in part,  at any time or from time to time,  during the
Exercise  Period,  for the purchase of shares of Common Stock of the Company not
exceeding  the  number  of  shares  set  forth on the face  hereof,  as shall be
adjusted  pursuant to Section 4 hereof,  by  presentation  and surrender of this
Warrant to the Warrant Agent at its principal office at 2 Broadway,  19th Floor,
New York, New York 10004  Attention:  Compliance  Department,  (or at such other
address as the Company may after the date hereof  notify the Holder in writing),
with the purchase form annexed  hereto (the  "Purchase  Form") duly executed and
accompanied  by a check in the  amount of the  Exercise  Price  for the  Warrant
Shares for which this Warrant is being exercised.

     Upon receipt by the Warrant Agent of this Warrant and such  Purchase  Form,
together with the Exercise  Price for the Warrant  Shares for which this Warrant
is being exercised, the Holder shall be deemed to be the holder of record of the
number of Warrant Shares specified in such Purchase Form,  notwithstanding  that
the transfer books of the Company shall then be closed or that  certificates (if
any) representing the Warrant Shares shall not then be actually delivered to the
Holder.  The Company  shall pay any and all  documentary  stamp or similar issue
taxes  payable in respect of the issue of the Warrant  Shares.  If this  Warrant
should be exercised in part only,  the Warrant  Agent shall,  upon  surrender of
this  Warrant,  execute and deliver a new Warrant  evidencing  the rights of the
Holder thereof to purchase the balance of the Warrant Shares issuable hereunder.


                                      B-1
<PAGE>

     Section 3. Exchange, Transfer,  Assignment or Loss of Warrant. This Warrant
is  exchangeable  at the option  of,  and  without  cost to,  the  Holder,  upon
presentation  and  surrender  of this  Warrant  to the  Warrant  Agent for other
Warrants of  different  denominations,  entitling  the Holder to purchase in the
aggregate the same number of Warrant Shares. The Holder of this Warrant shall be
entitled,  without obtaining the consent of the Company,  to transfer or assigns
its  interest  in (and  rights  under)  this  Warrant in whole or in part to any
Person or  Persons,  subject  to the  provisions  of  Section  6 of the  Warrant
Agreement.  Upon  surrender  of this  Warrant  to the  Warrant  Agent,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
transfer tax, the Warrant Agent shall, without charge, execute and deliver a new
Warrant or  Warrants  in the name of the  assignee  or  assignees  named in such
instrument  of  assignment  and, if the  Holder's  entire  interest is not being
assigned,  in the  name of the  Holder,  and  this  Warrant  shall  promptly  be
canceled. This Warrant may be divided or combined with other Warrants that carry
the same rights  upon  presentation  hereof at the office of the Warrant  Agent,
together with a written notice  specifying the names and  denominations in which
new Warrants are to be issued and signed by the Holder  hereof.  Upon receipt by
the Warrant Agent of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant,  and (in the case of loss,  theft or destruction)
of reasonably satisfactory indemnification,  and upon surrender and cancellation
of this Warrant, if mutilated, the Warrant Agent shall execute and deliver a new
Warrant of like tenor and date.

     Section 4. Adjustment of Number of Warrant Shares and Exercise  Price.  The
number of Warrant Shares  purchasable  pursuant  hereto,  and the Purchase Price
with  respect  thereto,  shall be  subject  to  adjustment  from time to time as
provided in Section 5 of the Warrant Agreement.

     Section 5.1. Special Covenants of the Company: The Company covenants and
agrees that until all Warrants have been exercised in full:

          (a)  The  Company  will  not,  by  amendment  of  its  certificate  of
     incorporation   or  through   any   reorganization,   transfer  of  assets,
     consolidation,  merger,  dissolution,  issue or sale of  securities  or any
     other voluntary  action,  directly or indirectly avoid or seek to avoid the
     observance  or  performance  of any of the  terms  of this  Warrant  or the
     Warrant  Agreement,  but will at all  times  in good  faith  assist  in the
     carrying out of all such terms and in the taking of all such actions as may
     be  necessary or  appropriate  in order to protect the rights of the Holder
     against  dilution or other  impairment in accordance with the terms of this
     Warrant.  Without limiting the generality of the foregoing, the Company (I)
     will not increase  the par value of any shares of Common  Stock  receivable
     upon the exercise of the Warrants above the Exercise Price payable therefor
     upon such exercise,  and (ii) will take all such action as may be necessary
     or  appropriate  in order that the Company  may  validly and legally  issue
     fully  paid and  nonassessable  shares of stock  upon the  exercise  of all
     Warrants  from  time  to  time  outstanding  (including  as a  result  of a
     reduction in the purchase price pursuant to the terms hereof).

          (b) If any Warrant Shares  required to be reserved for the purposes of
     exercise  of this  Warrant  require  registration  with or  approval of any
     governmental  authority under any federal law or under any state law before
     such  Warrant  Shares may be issued  upon  exercise  of this  Warrant,  the
     Company will,  at its expense,  as  expeditiously  as possible use its best
     efforts to cause such Warrant Shares to be duly registered or approved,  as
     the case may be.


                                      B-2
<PAGE>

          (c) If at any time as the  Common  Stock  is  listed  on any  national
     securities  exchange (as defined in the Exchange Act), the Company will, at
     its  expense,  obtain and  maintain  the  approval for listing on each such
     exchange upon official notice of issuance of all Warrant Shares  receivable
     upon the exercise of the Warrants at the time  outstanding and maintain the
     listing of such Warrant Shares after their  issuance;  and the Company will
     so list on such  national  securities  exchange,  will  register  under the
     Exchange  Act (and any  similar  state  statute  then in  effect)  and will
     maintain  such  listing  of,  any  other  securities  that at any  time are
     issuable  upon  exercise  of the  Warrants,  if and at the  time  that  any
     securities  of the same class shall be listed on such  national  securities
     exchange by the Company.

          (d) The Company will give notice to the Holder  within five days after
     the  Company  shall  have filed with the  Commission  or with any  national
     securities  exchange an  application  to  register  any  securities  of the
     Company pursuant to the Exchange Act.

     Section  5.2. Pro Rata  Purchase.  If at any time the Company or any of its
Affiliates  shall  offer to  purchase  any shares of Common  Stock,  the Company
shall,  as part of such offer,  also make an offer to purchase  the Warrants and
Warrant Shares from the holders of all outstanding  Warrant Shares and Warrants,
and with any purchase  pursuant to each offer to be allocated pro rata among the
holders of Warrant  Shares and  Warrants  and the other  holders of Common Stock
accepting each offer to purchase.

     Section 6. Notification by the Company. In case at any time:

          (i) the Company shall declare any dividend or make any distribution
     upon its Common Stock or any other class of its capital stock; or

          (ii) the Company shall offer for  subscription pro rata to the holders
     of its Common Stock or any other class of its capital stock any  additional
     shares of stock of any class or any other  securities  convertible  into or
     exchangeable  for shares of stock or any  rights or  options  to  subscribe
     thereto; or

          (iii)  the   Board  of   Directors   shall   authorize   any   capital
     reorganization,  reclassification  or  similar  transaction  involving  the
     capital  stock  of  the  Company,  or a  sale  or  conveyance  of  all or a
     substantial part of the asserts of the Company, or a consolidation,  merger
     or business combination of the Company with another Person; or

          (iv) actions or proceedings shall be authorized or commenced for a
     voluntary or involuntary dissolution, liquidation or winding-up of the
     Company;

then, in any one or more of such cases,  the Company (through the Warrant Agent)
shall  give  written  notice  to  the  Holder,  at  the  earliest  time  legally
practicable and, in any event, not less than 10 days before any record date with
respect  to any  action  covered  by clause  (I) or (ii)  above,  or at least 20
Business  Days prior to the earliest of the date of the taking of any other such
proposed  action or the date of  participation  therein by the holders of Common
Stock.  Such notice  shall also  specify the date as of which the holders of the
Common  Stock  of  record  shall  participate  in said  dividend,  distribution,
subscription  rights or options or shall be entitled to  exchange  their  Common
Stock for securities or other  property  deliverable  upon such  reorganization,
reclassification,   sale,  conveyance,   consolidation,   merger,   dissolution,
liquidation or winding-up,  as the case may be. If the action in question or the
record date is subject to the effectiveness of a


                                      B-3
<PAGE>

registration  statement  under  the  Securities  Act or to a  favorable  vote of
shareholders, the notice required by this Section 6 shall so state.

     Section 7. No Voting Rights;  Limitations of Liability.  Prior to exercise,
this Warrant will not entitle the Holder to any voting rights or other rights as
a shareholder of the Company. No provision hereof, in the absence of affirmative
action by the Holder to purchase Common Stock, and no enumeration  herein of the
rights or  privileges  of the  Holder  shall give rise to any  liability  of the
Holder for the purchase price of Common Stock  acquirable by exercise  hereof or
as a shareholder of the Company.

     Section 8. Date of  Issuance.  The date the Company  initially  issues this
Warrant  will be  deemed  to be the "Date of  Issuance"  hereof  and of each new
Warrant issued in exchange,  transfer or replacement  hereof,  regardless of the
number of times new  certificates  representing  the unexpired  and  unexercised
rights formerly represented by this Warrant shall be issued.

     Section 9.  Amendment and Waiver.  (a) No failure or delay of the Holder in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall any single or partial  exercise of such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power,  preclude any other
or further  exercise  thereof or the  exercise of any other right of power.  The
rights and remedies of the Holder are cumulative and not exclusive of any rights
or remedies which it would otherwise have. The provisions of this Warrant may be
amended,  modified or waived only in accordance  with the  provisions of Section
7.07 of the Warrant Agreement.

     (b) Any such amendment,  modification  or waiver effected  pursuant to this
Section 9 shall be binding  upon the Holders of all Warrant and Warrant  Shares,
upon each future holder thereof,  upon the Company and its shareholders.  In the
event of any such  amendment,  modification  or waiver,  the Company  shall give
prompt  written  notice  thereof to all Holders  and, if  appropriate,  notation
thereof shall be made on all Warrants thereafter surrendered for registration of
transfer or exchange.

     (c) No notice  or  demand on the  Company  in any case  shall  entitle  the
Company  to  any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.

     Section 10. No Fractional Warrant Shares. The Warrant Agent shall not issue
or distribute  Warrants  representing  fractions of Warrant  Shares.  In lieu of
issuing or  distributing a Warrant for  fractional  Warrant  Shares,  the actual
distribution  that the Warrant  Agent will make will  reflect a rounding of such
fraction to the nearest whole share (up or down), with half shares or less being
rounded down and fractions in excess of half of a share being rounded up.

     Section 11.  Reservation  of Warrant  Shares.  The Company will  authorize,
reserve  and keep  available  at all  times,  free  from  preemptive  rights,  a
sufficient  number of Warrant Shares to satisfy the requirements of this Warrant
and any other outstanding Warrants.

     Section  12.   Notices.   All   notices,   requests,   consents  and  other
communications  hereunder shall be in writing  (including,  telegraphic,  telex,
facsimile or cable communication) and delivered,  mailed, telegraphed,  telexed,
telecopied or cabled:

          (i) if to a Holder,  to its  address  as set  forth in the  Securities
     Register; and


                                      B-4
<PAGE>

          (ii) if to the Company, to Safety Components  International,  Inc., at
     40  Emery  Street,  Greenville,   S.C.  29605;  Attention:  Brian  Menezes,
     Facsimile:  (864)  240-2726  (or at such other  address as the  Company may
     after the date hereof notify the Holder in writing).

     All such  communications  shall be  deemed to have  been  duly  given  when
transmitted by telex or facsimile, delivered to the telegraph or cable office or
personally  delivered or, in the case of a mailed notice,  upon receipt, in each
case given or addressed as aforesaid.

     Section 13. Headings. The headings of the sections and subsections of this
Warrant are inserted for convenience only and shall not be deemed to constitute
a part of this Warrant.

     Section 14. Governing Law;  Consent to Jurisdiction.  THIS WARRANT SHALL BE
GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE OF
DELAWARE. If any action or proceeding shall be brought by the Holder in order to
enforce any right or obligation in respect of this Warrant,  the Company  hereby
consents  and  submits,   to  the  fullest  extent  permitted  by  law,  to  the
non-exclusive   jurisdiction   of  any  state  or  federal  court  of  competent
jurisdiction sitting within the State of Delaware, and agrees that venue will be
proper in any such court.

     Section 16. Binding Effect.  The terms and provisions of this Warrant shall
inure to the benefit of the original  Holder and its  successors and assigns and
shall be binding upon the Company and its  successors  and  assigns,  including,
without   limitation,   any  Persons   succeeding  to  the  Company  by  merger,
consolidation  or  acquisition  of all  or  substantially  all of the  Company's
assets.

     IN WITNESS  WHEREOF,  the seal of the Company and the signature of its duly
authorized officer have been affixed hereto as of October 11, 2000.

                                    SAFETY COMPONENTS INTERNATIONAL, INC.


                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:

Attest: ____________________


                                      B-5
<PAGE>

                                  PURCHASE FORM


                                                   Dated ______________________,

     The undersigned  hereby irrevocably elects to exercise the attached Warrant
to the extent of purchasing ______ shares of the Common Stock issuable hereunder
and encloses a check, payable to Safety Components  International,  Inc., in the
amount of $___________ in payment of the exercise price thereof.

                                 ______________

                        INSTRUCTIONS FOR REGISTRATION OF
                                  COMMON STOCK
                        ________________________________


Name ___________________________________________________________________________
                  (please typewrite or print in block letters)

Address ________________________________________________________________________

      Signature ________________________________________________________________


                                      B-6
<PAGE>

                                 ASSIGNMENT FORM


FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and
transfers unto

Name ___________________________________________________________________________
                  (please typewrite or print in block letters)

Address ________________________________________________________________________

Its right to purchase  _______  shares of the Common Stock  represented  by this
Warrant and does hereby irrevocably  constitute and appoint  ___________________
Attorney,  to transfer the same on the books of the Company,  with full power of
substitution in the premises.

Date:___________________________

      Signature ________________________________________________________________

                              Signature Guaranteed:


                                      B-7