Exhibit 10.6

                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT (this  "Agreement") dated as of the 18 day of May, 2001 (the
"Effective  Date"),  is made and entered into by and between  Safety  Components
International,  Inc.,  a  Delaware  corporation  (the  "Company"),  and Brian P.
Menezes ("Employee").

                                   WITNESSETH:

     WHEREAS, the Company and the Employee wish to enter into this new agreement
to  replace  and  supercede  any and all prior  agreements  and  understandings,
including,  but not limited  to, that  contemplated  by that  certain  Motion of
Safety Components for Order,  Pursuant to 11 U.S.C.  ss.ss.105(a) and 363(b)(1),
Approving and Authorizing  Implementation of Employee  Severance Program for Key
Executives  dated May 24,  2000  filed by the  Company  with the  United  States
District  Court for the District of Delaware in connection  with its  bankruptcy
proceeding in that court pursuant to Chapter 11 of the United States  Bankruptcy
Code (as permitted thereby); and

     WHEREAS,  the  Company  desires  to  continue  to  employ  Employee  as the
Company's Vice President and Chief Financial  Officer,  and Employee  desires to
continue to be employed  by the  Company,  each 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 are hereby acknowledged, the parties agree as follows:

     1. Employment. The Company hereby continues to employ Employee and Employee
hereby  accepts  the  continued  employment  with the  Company  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. Except as otherwise  specifically provided in Section 7 below, the
term of Employee's  employment  under this Agreement (the "Term") shall commence
as of the Effective  Date,  and shall  continue  until  terminated in accordance
with, and 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 Company's  Vice President and Chief  Financial  Officer,
     and shall be  responsible  for the duties  attendant to such office,  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 President and Chief Executive




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     Officer or by the Board of Directors of the Company (the "Board"). Employee
     shall be  subject  to the  supervision  and  control  of the  Board and the
     provisions  of the  by-laws  of the  Company.  Employee  shall  be based in
     Greenville, South Carolina.

          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 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
     from time to time in effect during the Term.  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
     confidentiality, non-competition and non-solicitation obligations contained
     in Sections 8 and 9 below as such obligations are reasonably interpreted by
     the Board.

     4. Compensation.

          4.1 Base  Salary.  Employee  shall be paid a base  salary  (the  "Base
     Salary")  at  an  annual  rate  of  one  hundred  ninety  thousand  dollars
     ($190,000),  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  shall  be  subject  to  increase  by the  Board,  in its sole
     discretion,  upon the recommendations of the Compensation  Committee of the
     Board  (the  "Committee"),   taking  into  account  merit,   corporate  and
     individual  performance and general business conditions,  including changes
     in the cost of living index.

          4.2 Bonus Compensation.

               (a)  MIP  Plan;   Annual   Bonuses.   Employee's   annual   bonus
          compensation  entitlement  for  each of the  fiscal  years of the Term
          generally  shall be pursuant to the terms of the Management  Incentive
          Plan of the Company (the "MIP Plan"),  or in accordance with a formula
          or other bonus plan to be  established  by the Committee in advance of
          each such fiscal year;  provided,  however,  that with respect only to
          termination  of  employment  by  reason  of  death,   Disability,   or
          termination  of employment  other than for Cause (as the foregoing are
          described  in Sections  7.1,  7.2, and 7.4),  and  provided  that such
          termination  occurs more than six months  after the  beginning  of the
          then current  fiscal year,  then  Employee (or his  beneficiary  under
          Section 7.1) shall also be entitled to a pro-rated  annual bonus based
          upon the  proportion  of the fiscal year  during  which  Employee  was
          actively employed, but payable only if and when the annual bonus would
          have been paid if no termination had occurred.

               (b) Special Change of Control Bonus. In addition,  in the event a
          Change of Control (as defined in Section 7 below) occurs:


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<PAGE>

                     (i)    while  the  Employee  is  still   employed  in  good
                            standing under this Agreement; or

                     (ii)   to the extent  Employee has  surrendered his Class A
                            Options in exchange  for stock  appreciation  rights
                            (provided,  that Employee's  Option Grant so permits
                            and such  surrender  occurs  during the time  period
                            required  by the  Grant),  within  twenty-four  (24)
                            months  following  the  Employee's   termination  by
                            Employer  other  than for  Cause or  termination  by
                            Employee  by reasons of a  Constructive  Termination
                            (each as provided  in Section  7.4 below),  provided
                            the  Change of  Control  has  occurred  within  such
                            twenty-four (24) month period; or,

                     (iii)  in the event that  Employee has been  terminated  by
                            Employer  other than for  Cause,  or in the event of
                            termination  by Employee by reason of a Constructive
                            Termination (each as provided in Section 7.4 below),
                            but only to the extent  Employee has  exercised  his
                            Options  (provided,  that Employee's Option grant so
                            permits);

               then Employee also shall be paid a one-time bonus amount equal to
               Three  Hundred  Ninety  Three  Thousand  Three  Hundred   Dollars
               ($393,300)  at the time the  Change of  Control  is  consummated;
               provided,  that  subsection  (iii) shall apply only to the extent
               that the Change of Control occurs and is  consummated  within ten
               years following the date of Employee's  termination of employment
               at a time when Employee is still alive  (regardless of whether he
               is still receiving severance or other payments).

               (c) Provisions  Applicable to All Bonus  Payments.  All issues of
          interpretation in connection with the calculation of any and all 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 following the
          completion  by the Company's  certified  public  accountants  of their
          audit of the Company's financial  statements for each such fiscal year
          (or, in the event of a Special Bonus under  Subsection  (b), within 60
          days of the occurrence of all events necessary to trigger such Special
          Bonus);  or, if the employment of Employee shall have been  terminated
          for any reason prior to such date, in accordance with Section 7 below.



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<PAGE>

          4.3 Stock Options.

               (a) Initial  Grant;  Other Grants In General.  The Company hereby
          agrees to cause the  issuance  to Employee  of stock  options  ("Stock
          Options") to purchase  75,000 shares of common stock,  $.0l par value,
          of the Company  ("Common  Stock") on the date of this  Agreement.  The
          foregoing  initial  grant of Stock  Options  shall  consist of Class A
          Options to purchase  45,000 shares of Common Stock and Class B Options
          to  purchase  30,000  shares of Common  Stock  (each as defined in and
          subject  to the  Employee's  Stock  Option  Agreement  and Grant  (the
          "Grant")  and the  Company's  2001 Stock  Option  Plan,  as amended in
          effect from time to time (the "Stock Option Plan").  Additional grants
          of Stock  Options to  Employee,  if any,  shall be  considered  by the
          Committee on or before April 1 of each year during the Term, 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.

               (b) Unless  otherwise  specifically  determined by the Committee,
          all  terms  and  provisions  (including  vesting  and  exercisability)
          governing  Employee's  Stock Options (both the foregoing Stock Options
          and any other  options) shall be governed by the Stock Option Plan and
          the Non-statutory  Stock Option Agreement and Grant thereunder between
          the Company and Employee.

     5. Employment Benefits.

          5.1 Benefit Programs.  During the Term,  Employee shall be entitled to
     participate  in and receive  benefits  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, 401(k) plans,
     hospitalization,  surgical,  dental and major medical coverage,  short-term
     and long-term  disability and life insurance,  provided that Employee meets
     the generally applicable eligibility requirements for participation in such
     programs and arrangements.

          5.2  Vacation.  During the Term,  Employee  shall be  entitled to such
     vacation with pay during each year of his employment  hereunder  consistent
     with the policies of the Company,  but in no event less than four (4) weeks
     in any such  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.  Employee
     shall not be entitled to any  compensation in lieu of vacation in the event
     that Employee,  for whatever reason,  including  termination of employment,
     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.


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<PAGE>

          5.2  Supplemental  Medical  Insurance.   Subject  to  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  covering  Employee and his eligible
     dependents  (consistent  with past practice) under the Company's  generally
     available  medical  plan for most  uncovered  expenses up to five  thousand
     dollars ($5,000.00) per diagnosis per year.

          5.3 Car Allowance. During the Term, the Company shall pay Employee, on
     the  first day of each  month,  a monthly  automobile  allowance  of twelve
     hundred dollars ($1,200.00) to pay for the costs associated with Employee's
     local transportation expenses.

          5.4  Taxes.   Employee  shall  be  responsible   for  any  income  tax
     liabilities  arising out of the Company's  payment or  reimbursement of any
     amounts described in this Section 5.

     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 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  during  the Term,
     Employee's  employment  hereunder shall be terminated as of the date of his
     death, and Employee's  designated  beneficiary,  or, in the absence of such
     designation,  the estate or other legal representative of Employee shall be
     paid  Employee's  unpaid Base Salary (but no Bonus  Compensation  except as
     specifically  provided in Section 4.2(a) with respect to a prorated  annual
     bonus)  through  the end of the month in which the death  occurs.  No other
     benefits   shall  be  payable  under  this  Section  7  due  to  Employee's
     termination in the event of death.

          7.2 Disability. In the event that Employee is reasonably determined to
     be disabled as that term is defined in the Company's  long term  disability
     plan in effect from time to time (the "LTD Plan"),  the Company  shall have
     the right to terminate Employee's employment under this Agreement by giving
     Employee ten (10) days' prior  written  notice.  If  Employee's  employment
     hereunder is so  terminated,  Employee  shall  continue to receive his Base
     Salary  (but no Bonus  Compensation  except  as  specifically  provided  in
     Section  4.2(a) with respect to a prorated  annual  bonus) from the date of
     termination until such time as Employee begins receiving benefits under the
     LTD Plan.  No other  benefits  shall be payable under this Section 7 due to
     Employee's  termination  in the event the Committee  reasonably  determines
     that  the  Company's  termination  of  Employee's  employment  was  due  to
     disability.


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<PAGE>

          7.3 Termination of Employment by the Company for Cause.

               (a) Nothing  herein shall  prevent the Company  from  terminating
          Employee's  employment  under this  Agreement for Cause.  In the event
          Employee is terminated  for Cause,  Employee  shall be paid his unpaid
          Base Salary (but no Bonus  Compensation)  through the end of the month
          in which the  termination  occurs.  The term "Cause",  as used herein,
          shall  mean  any act,  action  or  series  of acts or  actions  or any
          omission,  omissions, or series of omissions which result in, or which
          have  the  effect  of  resulting  in,  any of the  following:  (i) the
          Employee's  commission of fraud,  embezzlement  or theft in connection
          with the Employee's duties for the Company or any Subsidiary; (ii) the
          Employee's  commission of a misdemeanor  involving  moral turpitude or
          the  Employee's  commission of a felony;  (iii) the wrongful  material
          damage to Company or  Subsidiary  property by the  Employee;  (iv) the
          wrongful disclosure of any secret process or confidential  information
          of  the  Employee  or  any  Subsidiary;   (v)  the  violation  of  any
          non-disclosure, non-solicitation or non-competition covenants to which
          the Employee is subject;  (vi) the  Employee's  intentional or grossly
          negligent  breach  of any  stated  material  employment  policy of the
          Company or any Subsidiary;  or (vii) the Employee's  refusal to follow
          reasonable  directions or instructions of a more senior officer or the
          Board as to which the Company has notified the Employee in writing and
          such refusal  shall have  continued for a period of three (3) business
          days after actual receipt of such notice.

               (b)  Termination  of  employment  of  Employee  pursuant  to this
          Section 7.3 shall be made by delivery to Employee of a letter from the
          Chairman of the Board  generally  setting forth a  description  of the
          conduct which  provides the basis for a  termination  of employment of
          Employee for Cause.

     7.4 Termination of Employment Other than for Cause.

          (a) Termination. The Employee's employment under 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;  or (ii) by
     the Employee at any time and for any reason.

          (b) Severance and Non-Competition Payments.

               (1) If this  Agreement is terminated by the Company other than by
          reason of death or  disability or for Cause,  or if this  Agreement is
          terminated  by Employee by reason of a  Constructive  Termination  (as
          defined below) and such termination is other than in connection with a
          Change of Control (as defined below), the Company shall pay Employee a
          severance  and  non-competition  payment  equal to one and one half (1
          1/2) times the Employee's Base Salary (but no Bonus  Compensation)  at
          the time of termination.  Such severance and  non-competition  payment
          shall be payable in equal monthly



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<PAGE>

          installments  commencing  on the  first  day of  the  month  following
          termination  and  continuing  for a total of eighteen (18) months.  In
          addition, the Company shall provide, at no expense to the Employee for
          the  eighteen  (18) month COBRA  period,  continued  health  insurance
          coverage as in effect from time to time for the  Employee  and, to the
          extent they continue to be eligible for such coverage under COBRA, his
          dependents  who were covered by the Company's  health  insurance  plan
          immediately prior to his termination of employment.

               (2) For the  purposes  of this  agreement,  a "Change of Control"
          will be deemed to have occurred upon:

                     (i)    the  acquisition  by any one  person  or a group  of
                            associated  persons  (the  "Person")  of  beneficial
                            ownership  (within  the  meaning of Rule 13d-3 under
                            the Securities  Exchange Act of 1934, as amended) of
                            the  shares of Common  Stock then  outstanding  (the
                            "Outstanding Common Stock") or the voting securities
                            of the  Company  then  outstanding  entitled to vote
                            generally  in  the   election  of   directors   (the
                            "Outstanding    Voting    Securities"),    if   such
                            acquisition of beneficial  ownership would result in
                            such Person  beneficially owning either individually
                            or in the aggregate 50.1% or more of the Outstanding
                            Common Stock or 50.1% or more of the combined voting
                            power   of  the   Outstanding   Voting   Securities;
                            provided,  however,  that immediately  prior to such
                            acquisition  such  Person(s)  was  not a  direct  or
                            indirect  beneficial  owner  of 50.1% or more of the
                            Outstanding  Common  Stock  or  50.1% or more of the
                            combined   voting   power  of   Outstanding   Voting
                            Securities,   as  the  case  may  be;  and  provided
                            further,  however,  that if such acquisition is by a
                            person who was a  shareholder  of the  Company as of
                            October 31, 2000,  then a Change of Control does not
                            occur unless both this Subsection (i) and Subsection
                            (iii)'s change in Board  composition  provisions are
                            met; or

                     (ii)   approval  by the  stockholders  of the  Company of a
                            reorganization,  merger, consolidation,  substantial
                            liquidation or  dissolution of the Company,  sale or
                            disposition  of  all  or  substantially  all  of the
                            assets  of  the   Company,   or  similar   corporate
                            transaction  (in each case  referred  to herein as a
                            "Corporate Transaction");  provided, however, in any
                            such  case,  payment  of any  benefits,  or  amounts
                            (cash, stock or otherwise) shall be conditioned upon
                            the   actual    consummation   of   such   Corporate
                            Transaction; or


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                     (iii)  a change in the  composition  of the Board such that
                            the  individuals  who,   immediately  prior  to  the
                            Effective  Date,  constitute  the Board  (such Board
                            hereinafter  referred to as the  "Incumbent  Board")
                            cease  for  any  reason  to  constitute  at  least a
                            majority of the Board;  provided,  however, that any
                            individual  who  becomes a member of the Board on or
                            subsequent to the Effective Date whose election,  or
                            nomination    for   election   by   the    Company's
                            stockholders,  was as a  result  of the  retirement,
                            resignation  or  removal  of a Board  member  in the
                            ordinary  course of business  and was  approved by a
                            vote of at least a majority of those individuals who
                            are  members of the Board and who were also  members
                            of  the  Incumbent  Board  (or  deemed  to  be  such
                            pursuant to this  proviso)  shall be  considered  as
                            though  such   individual   were  a  member  of  the
                            Incumbent Board; but,  provided,  further,  that any
                            such individual  whose initial  assumption of office
                            occurs as a result of either an actual or threatened
                            election  contest  (as such  terms  are used in Rule
                            l4a-11  of  Regulation   14A  under  the  Securities
                            Exchange Act of 1934 (as amended from time to time),
                            including  any  successor  to such  Rule)  or  other
                            actual or  threatened  solicitation  of  proxies  or
                            consents by or on behalf of a  Person(s)  other than
                            the Board shall not be so  considered as a member of
                            the Incumbent Board.

               (3) For purposes of this Agreement, a "Constructive  Termination"
          shall  be  deemed  to have  occurred  upon  the  Employee's  voluntary
          termination  of employment  within 60 days (or 120 days in the event a
          Change of Control also has occurred)  following the  occurrence of any
          of  the  following:   (a)  a  change  in  the  Employee's   duties  or
          responsibilities,   or  a   change   in   the   Employee's   reporting
          relationships,  either of which  results  in or  reflects  a  material
          diminution   of  the   scope   or   importance   of   the   Employee's
          responsibilities;  (b) a reduction in the Employee's then current base
          salary  or  annual  target  bonus;  (c) a  reduction  in the  level of
          benefits  available  or awarded to the  Employee  under  employee  and
          officer  benefit  plans and  programs  including,  but not limited to,
          annual and  long-term  incentive  and  stock-based  plans and programs
          (other than as part of  reductions  in such benefit  plans or programs
          affecting  similarly  situated  employees  of the  Company);  (d)  any
          failure of any  acquirer  following a Change of Control to agree to be
          bound by this Agreement, or (e) a relocation of the Employee's primary
          employment  location  which  is more  than 50 miles  from his  current
          primary employment location;  provided, however, that for Constructive
          Termination  to have been deemed to have  occurred,  the Employee must
          give the Company  written  notice,  at least 30 days prior to the date
          the  Employee  intends  to  terminate  his  employment,   providing  a
          description of the events



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          constituting  Constructive Termination hereunder and, in the event the
          Company  corrects or cures such events prior to the conclusion of such
          30  day  period,   then  Constructive   Termination  shall  not  exist
          hereunder. In the event of a Constructive  Termination,  except as may
          specifically be provided to the contrary, Employer shall be treated in
          the same manner as if he had been  terminated  by the Company  without
          Cause.

               (4) If this  Agreement is terminated by the Company in connection
          with a Change  of  Control,  and:  (i) if  Employee  is not  offered a
          position  with similar  responsibilities;  or (ii) Employee is offered
          and accepts a position with similar responsibilities but is terminated
          without Cause within twelve (12) months after accepting such position,
          then (in lieu of any other severance payment under this Agreement) the
          Company  shall pay Employee a severance  and  non-competition  payment
          equal to one and  one-half  (1 1/2) times the  Employee's  Base Salary
          (but no Bonus Compensation) at the time of termination. Such severance
          and  non-competition   payment  shall  be  payable  in  equal  monthly
          installments  commencing  on the  first  day of  the  month  following
          termination  and  continuing  for a total  of  eighteen  (18)  months.
          Company  also,  to the  extent  provided  in the Grant,  shall  permit
          Employee to exercise his Options (or  surrender the Options and obtain
          instead  stock  appreciation  rights or other  defined  payments).  In
          addition, the Company shall provide, at no expense to the Employee for
          the  eighteen  (18) month COBRA  period,  continued  health  insurance
          coverage  as in  effect  from  time to time for the  Employee  and his
          dependents  who were covered by the Company's  health  insurance  plan
          immediately prior to his termination of employment.

               (5) If Employee terminates his employment voluntarily, other than
          in the context of a Constructive  Termination,  Employee shall be paid
          his unpaid Base Salary (but no Bonus Compensation) through the date on
          which the voluntary termination occurs.

               (6)  Notwithstanding  anything else in this  Agreement,  the cash
          component and benefits component of any severance and  non-competition
          payment  under this  Agreement  shall  totally cease in the event that
          Employee engages to any extent in a competitive employment or business
          as  described  in Section 9. In  addition,  the cash  component of any
          severance and  non-competition  payment also shall be reduced by fifty
          percent (50%) of any amount of "Severance Period Earnings" (as defined
          below),  whether  or not  competitive,  to the extent  such  Severance
          Period  Earnings  are equal to or less  than  Fifty  Thousand  Dollars
          ($50,000) in any  consecutive  twelve (12) month period.  In addition,
          the cash component of any severance and non-competition  payment under
          this  Agreement  shall no longer be payable to any extent in the event
          that the Employee  receives any amount of Severance Period Earnings in
          excess of Fifty Thousand Dollars  ($50,000) in any consecutive  twelve
          (12) month period.  For purposes of this Agreement,  Severance



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          Period  Earnings  shall mean any  amount(s)  received as income from a
          subsequent  employer or business  during the period such  severance or
          non-competition  amount otherwise would be payable.  In addition,  the
          health   insurance   continuation   component  of  any  severance  and
          non-competition  payment under this Agreement also (except as required
          by  applicable  federal or state "COBRA"  continuation  laws) shall no
          longer  apply in the  event  that the  Employee  becomes  covered,  or
          becomes  eligible  to be covered  (even if  Employee  contribution  or
          application  is  required),  by a  group  health  insurance  plan of a
          subsequent employer or business.

     8. Confidential Information, Inventions.

          8.1 The 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  or any  entity  controlling,  controlled  by or under  common
     control with the Company (each an "Affiliate") except (i) while employed by
     the  Company in the  business  of and for the benefit of the Company or its
     Affiliates  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 its  Affiliates,  or by any  administrative
     body or legislative body (including a committee  thereof) with jurisdiction
     to order  the  Company  or its  Affiliates  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,   pricing  data,  information
     relating to  governmental  relations,  discoveries,  practices,  processes,
     methods, trade secrets, developments (as defined below) marketing plans and
     other non-public,  proprietary and confidential  information of the Company
     or its Affiliates,  that, in any case, is not otherwise generally available
     to the public and has not been disclosed by the Company, or its Affiliates,
     as the case may be, to others not subject to confidentiality agreements. In
     the event the 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  shall make full and prompt  disclosure to the Company of
     all  inventions,   improvements,  ideas,  concepts,  discoveries,  methods,
     developments,   software   and  works  of   authorship,   whether   or  not
     copyrightable,  trademarkable  or  licensable,  which  are  created,  made,
     conceived  or  reduced  to  practice  by  Employee  in the  course of or in
     connection with his services with the Company, whether or not during normal
     working  hours  or on the  premises  of  the  Company  (all  of  which  are
     collectively  referred  to  in  this  Agreement  as  "Developments").   All
     Developments shall be the sole property of the Company, and Employee hereby
     assigns to the Company,  without further  compensation,  all of his rights,
     title and  interests  in and to the



                                       11
<PAGE>

     Developments  and  any  and  all  related  patents,   patent  applications,
     copyrights,  copyright  applications,  trademarks  and  trade  names in the
     United States and elsewhere.

          8.3 Employee  shall assist the Company in obtaining,  maintaining  and
     enforcing  patent,  copyright  and  other  forms  of legal  protection  for
     intellectual  property in any  country.  Upon the  request of the  Company,
     Employee shall sign all applications,  assignments,  instruments and papers
     and  perform  all acts  necessary  or  desired  by the  Company in order to
     protect its rights and interests in any Developments.

          8.4 The Employee and the Company  agree that this  covenant  regarding
     Confidential  Information and  Developments 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.
     The  Employee  agrees  that any breach of the  covenant  contained  in this
     Section 8 would  irreparably  injure the  Company  and/or  its  Affiliates.
     Accordingly, the Employee agrees that the Company and/or its Affiliates, in
     addition  to pursuing  any other  remedies it or they may have in law or in
     equity, may obtain an injunction against the Employee from any court having
     jurisdiction  over the matter,  restraining  any further  violation of this
     Section 8.

          8.5 The  provisions  of this  Section 8 shall  extend for the Term and
     shall further  extend 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.  The provisions of this
     Section 8 shall survive any termination of this Agreement.

     9. Non-Competition, Non-Solicitation.

          9.1 The  Employee  agrees that during the  Non-Competition  Period (as
     defined in Section 9.4 below),  without  the prior  written  consent of the
     Company:  (a) he shall not, within the Territory (as defined in Section 9.5
     below),  directly  or  indirectly,  either as  principal,  manager,  agent,
     consultant,  officer, director, greater than two (2%) percent 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 is now or at
     the time,  has  material  operations  which  are  engaged  in any  business
     activity  competitive  (directly  or  indirectly)  with the business of the
     Company or its Affiliates  (currently (i) the  manufacture  and sale of (x)
     automotive  airbag fabric and cushions,  (y) value-added  synthetic fabrics
     used in a variety of niche  industrial and commercial  applications and (z)
     metal  airbag,   industrial  and  ordinance  components  and  (ii)  systems
     integration and manufacturing for ordnance programs)  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  or its
     Affiliates  to engage  in the  future;  and (b) he shall  not,  within  the
     Territory  (as defined in Section 9.5  below),  on behalf



                                       11
<PAGE>

     of any  competing  entity,  directly or  indirectly,  have any  dealings or
     contact with any suppliers or customers of the Company or its Affiliates.

          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 or its Affiliates at any time
     during  the six (6)  months  immediately  preceding  such date of hiring or
     solicitation.

          9.3  The  Employee  and  the  Company  agree  that  the  covenants  of
     non-competition  and  non-solicitation  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  land to enforce the remainder of these  covenants as
     so amended.  The Employee agrees that any breach of the covenants contained
     in  this  Section  9  would  irreparably  injure  the  Company  and/or  its
     Affiliates.  Accordingly,  the Employee  agrees that the Company and/or its
     Affiliates,  in addition to pursuing any other remedies it or they may have
     in law or in equity, may obtain an injunction against the 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
     shall further extend for any period  following the date of the  termination
     of Employee's  employment  for any reason during which the Employee (or his
     dependents) is receiving  severance and/or  non-competition  payment and/or
     extended  benefits  coverage  from the Company  (herein  referred to as the
     "Non-Competition  Period").  The provisions of this Section 9 shall survive
     any termination of this Agreement.

          9.5 For purposes of this Agreement, "Territory" shall mean:

               (a)  Europe;

                    (b)  The United Kingdom;

                    (c)  Germany;

                    (d)  The Czech Republic;

                    (e)  Japan;

                    (f)  Mexico;

                    (g)  The United States; and


                                       12
<PAGE>

                    (h)  Any state within the United States in which the Company
                    or its Affiliates does business during the Term.

     10. Compliance with Internal Revenue Codess.280G.

          10.1 All  provisions of this  Agreement  which are  contingent  upon a
     change of control  and  "parachute  payments"  as defined by Code ss.  280G
     ("parachute  payments")  shall in all cases be subject and contingent  upon
     the  approval  by a separate  vote of the  persons  who owned,  immediately
     before  the  change  in  ownership  or  control  which  would  trigger  the
     application of Code ss. 280G, more than  seventy-five  (75%) percent of the
     voting power of all  outstanding  stock of the Company.  Such  seventy-five
     (75%) percent vote shall be made  following  adequate  disclosures  to such
     voting persons of all material facts concerning all such material parachute
     payments,  and such vote shall  determine  the right of the  individual  to
     receive or retain such parachute payment.

          10.2  Notwithstanding  the foregoing,  the provisions of  subparagraph
     10.1 shall not apply in the event that a substantial  portion of the assets
     of the Company  consists  directly or  indirectly of stock in a corporation
     and any  ownership  interest  in such  entity  is  readily  tradable  on an
     established  securities  market  or  otherwise.  To the  extent  that it is
     determined by the Company's  independent  auditors that  Codess.ss.280G and
     4999 apply due to this  existence  of readily  tradable  stock or interest,
     then Employee's payments which are deemed to be contingent upon a change of
     control  shall be  increased  by an amount that the  Company's  independent
     auditors  determine  equals twenty (20%) percent (or any lesser  percentage
     amount equal to the excise tax  percentage  in  Codess.4999  applicable  to
     Employee) of the "excess parachute payment" under  Codess.280G,  calculated
     without taking into account this additional payment. The provisions of this
     paragraph  shall  in  all  events  be  interpreted  so  as to  comply  with
     Codess.280G(b)(5)  and the  regulations,  proposed  regulations  and  other
     official guidance thereunder.

     11.  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,  overnight  courier,  or  certified,  registered  or
express  mail,  postage  prepaid.  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),  one day after deposit with an
overnight courier,  or if mailed, five (5) days after the date of deposit in the
United States mails, as follows:


                                       13
<PAGE>


               To the Company:

                  Safety Components International, Inc.
                  41 Stevens Street
                  Greenville, South Carolina  29605
                  Telephone:    (864) 240-2700
                  Fax: (864) 240-2701

                  Attention:   Vice President of Human Resources

               To Employee:

                  Brian P. Menezes
                  307 Black House Road
                  Greenville, South Carolina  29615

     12. Entire Agreement.  This Agreement contains the entire agreement between
the  parties  hereto  with  respect  to  the  matters  contemplated  herein  and
supersedes all prior agreements or  understandings  among the parties related to
such matters.

     13. 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 common stock of the
Company.

     14. No  Assignment.  This  Agreement  shall not be  assignable or otherwise
transferable  by  Employee.  The  Company  shall  have the right to assign  this
Agreement  to any  successor  or any  Affiliate  which agrees to be bound by the
terms hereof.

     15. 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 an officer of the Company
thereunto duly  authorized.  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.

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


                                       14
<PAGE>

     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.

     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.

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

                                          SAFETY COMPONENTS INTERNATIONAL, INC.



                                          By:
                                             -----------------------------------


                                          --------------------------------------
                                          Brian P. Menezes


                                       15