Exhibit 10.21

           AMENDMENT NO. 1 AND CONSENT TO LOAN AND SECURITY AGREEMENT


                                                              November 2, 2001

Congress Financial Corporation (Southern)
200 Galleria Parkway, Suite 1500
Atlanta, Georgia 30339

   Re:  Loan and Security Agreement, dated October 11, 2000

Ladies and Gentlemen:

     Congress  Financial  Corporation  (Southern)  ("Lender")  and Galion,  Inc.
("Galion"),  Valentec  Wells,  LLC,  formerly  known as  Valentec  International
Corporation,  LLC  ("Valentec"),  Safety Components  Fabric  Technologies,  Inc.
("SCFT"),   Automotive  Safety  Components   International,   Inc.  ("Automotive
International"),  Automotive  Safety  Components  International  GmbH  & Co.  KG
("German  Borrower"),  Automotive Safety Components  International  Limited ("UK
Borrower" and together with Galion, Valentec, SCFT, Automotive International and
German Borrower, individually each a "Borrower" and collectively,  "Borrowers"),
Safety Components  International,  Inc. ("Safety"),  ASCI Holdings Germany (DE),
Inc. ("ASCI Germany"),  ASCI Holdings U.K. (DE), Inc. ("ASCI UK"), ASCI Holdings
Mexico (DE),  Inc.  ("ASCI  Mexico"),  ASCI  Holdings  Czech (DE),  Inc.  ("ASCI
Czech"),  Automotive Safety Components International,  S.A. de C.V. ("Automotive
Safety  Mexico")  and  Automotive   Safety   Components   International   s.r.o.
("Automotive Safety Czech" and together with Safety, ASCI Germany, ASCI UK, ASCI
Mexico, ASCI Czech and Automotive Safety Mexico, each individually a "Guarantor"
and  collectively,   "Guarantors")  have  entered  into  financing  arrangements
pursuant to which  Lender has made and may make loans and  advances to Borrowers
as set forth in the Loan and Security Agreement,  dated October 11, 2000, by and
among Lender,  Borrowers and Guarantors (as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced, the
"Loan  Agreement") and other agreements,  documents and instruments  referred to
therein or at any time  executed  and/or  delivered in  connection  therewith or
related thereto,  together with this Amendment (all of the foregoing,  including
the Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented,  extended,  renewed,  restated  or  replaced,  being  collectively
referred to herein as the "Financing  Agreements").  All capitalized  terms used
herein shall have the meaning  assigned  thereto in the Loan  Agreement,  unless
otherwise defined herein.

     UK Borrower has advised Lender that it has entered into an Agreement, dated
November 2, 2001 (the "TISPP  Purchase  Agreement"),  by and between UK Borrower
and TISPP UK Limited (the "Seller"),  pursuant to which the Seller has agreed to
sell, and UK Borrower has agreed to acquire, the Seller's automotive  inflatable
airbag business (the "TISPP Acquired Assets") presently conducted at Cadley Hill
Industrial Estate, Swadlincote,  Derbyshire,  England (the "TISPP Premises") for
an aggregate purchase price of 3,000,000 pounds sterling,  all as more fully set
forth in the TISPP Purchase Agreement.

     Borrowers and Guarantors have requested that Lender agree to amend the Loan
Agreement  as set forth below,  and Lender is willing to agree to such  requests
subject to the terms and conditions contained herein.

<PAGE>

     In consideration of the forgoing and the agreements and covenants contained
herein,  and for  other  good  and  valuable  consideration,  the  adequacy  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1. Amendments

     (a)  Definitions.

          (i) Additional Definitions. Section 1 of the Loan Agreement is hereby
     amended by adding the following definitions in their proper alphabetical
     order:

               "TISPP" shall mean TISPP UK Limited, a company incorporated under
          the laws of England and Wales with company number 446036.

               "TISPP Acquired Assets" shall mean the assets sold by TISPP to UK
          Borrower as set forth on Schedule 1 hereto.

               "TISPP  Purchase  Agreement"  shall  mean  the  Agreement,  dated
          November 2, 2001,  by and between UK Borrower  and TISPP,  as the same
          may be amended, supplemented or otherwise modified from time to time.

               "TISPP  Purchase   Documents"   shall  mean  the  TISPP  Purchase
          Agreement  and all  documents,  agreements  and  instruments  executed
          and/or delivered in connection therewith or relating thereto.

          (ii)  Amendment to Definition of Eligible  Inventory.  Section 1.35 of
     the Loan  Agreement  is hereby  amended  by  adding  the  following  clause
     immediately before the period at the end of the second sentence thereof:

               "; and (r) any  finished  goods which bear or  otherwise  utilize
          (and any raw  materials  which  will bear or  otherwise  utilize)  the
          "Woodville" trade name or any derivation thereof."

     (b)  Encumbrances.  Section 9.8 of the Loan  Agreement is hereby amended by
(a) deleting  the period at the end of clause (j) thereof and  replacing it with
"; and" and (b) adding at the end of such Section a new clause (k) as follows:

          "(k)  liens and  security  interests  of TISPP on the  TISPP  Acquired
     Assets to secure the  Indebtedness  of UK Borrower  permitted under Section
     9.9(h)."

     (c)  Indebtedness.  Section 9.9 of the Loan  Agreement is hereby amended by
(a) deleting  the period at the end of clause (g) thereof and  replacing it with
"; and" and (b) adding at the end of such Section a new clause (h) as follows:

          "(h)  Indebtedness  of UK  Borrower to TISPP  evidenced  by or arising
     under  the TISPP  Purchase  Agreement  (as in  effect on the date  hereof);
     provided, that:

               (i) the principal  amount of such  Indebtedness  shall not exceed
          2,000,000   pounds   sterling,   less  the  aggregate  amount  of  all
          repayments,  repurchases or redemptions  thereof,  whether optional or
          mandatory, and no interest thereon shall be payable,

               (ii) Borrowers and Guarantor  shall not,  directly or indirectly,
          make any  payments  in respect of such  Indebtedness,  except  that UK
          Borrower may make regularly  scheduled  payments of principal when due
          in accordance  with the terms of the TISPP  Purchase  Agreement (as in
          effect on the date hereof),

               (iii)  Lender  shall have  received  true,  correct and  complete
          copies of the TISPP  Purchase  Agreement and the other  material TISPP
          Purchase  Documents,  duly  executed  and  delivered  by  the  parties
          thereto,

               (iv) Borrowers and Guarantor  shall not,  directly or indirectly,
          (A)  amend,  modify,  alter  or  change  any  of  the  terms  of  such
          Indebtedness or any of the TISPP Purchase  Documents,  except that, UK
          Borrower may,  after prior written  notice to Lender,  amend,  modify,
          alter or change the terms thereof so as to extend the maturity thereof
          or defer the timing of any payments in respect thereof,  or to forgive
          or cancel any  portion of such  Indebtedness  other than  pursuant  to
          payments  thereof,  or  (B)  redeem,  retire,  defease,   purchase  or
          otherwise acquire such Indebtedness, or set aside or otherwise deposit
          or invest any sums for such  purpose,  except for  payments  expressly
          permitted by Section 9.9(h)(ii), and


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<PAGE>

               (v) Borrowers and Guarantors  shall furnish to Lender all notices
          or demands in connection with such  Indebtedness  either received by a
          Borrower  or  Guarantor  or on its behalf  promptly  after the receipt
          thereof,  or  sent  by a  Borrower  or  Guarantor  or  on  its  behalf
          concurrently with the sending thereof, as the case may be."

          (d) Loans,  Investments,  Guarantees,  Etc.  Section  9.10 of the Loan
     Agreement is hereby amended by (a) deleting the period at the end of clause
     (p) thereof and replacing it with "; and" and (b) adding at the end of such
     Section and new clause (q) as follows:

               "(q) the  acquisition by UK Borrower of the TISPP Acquired Assets
          in accordance  with the terms of the TISPP  Purchase  Agreement (as in
          effect on the date hereof); provided, that:

                    (i) the  aggregate  amount of the purchase  price payable in
               respect of the TISPP Acquired  Assets shall not exceed  3,000,000
               pounds sterling, not more than 1,000,000 pounds sterling of which
               shall be payable at the closing of such acquisition;

                    (ii) Borrowers and Guarantors and their Subsidiaries,  other
               than UK Borrower,  shall not be directly or indirectly liable (by
               virtue of such  Borrower or  Guarantor  or  Subsidiary  being the
               primary obligor on, guarantor of, or otherwise liable) in respect
               of any  amounts  from time to time owing  under or in  connection
               with the TISPP Purchase Documents;

                    (iii) none of the TISPP Acquired Assets shall be included in
               the Borrowing Base of any Borrower; and

                    (iv) the  occurrence  of a default with respect to the TISPP
               Purchase  Documents  shall not result in, or permit any holder of
               any Indebtedness of any Borrower or Guarantor or Subsidiary owing
               to any Person  (other  than  TISPP) to  declare,  a default  with
               respect to such  Indebtedness  or cause the payment thereof to be
               accelerated or payable prior to its stated maturity.

2.  Consents.   Subject  to  the  terms  and  conditions  contained  herein  and
notwithstanding  anything  to the  contrary  contained  in the  Loan  Agreement,
including  without  limitation  Section 9.12  thereof,  and the other  Financing
Agreements,  Lender hereby consents to (a) the sale by UK Borrower to Automotive
Safety  Czech,  Automotive  Safety  Germany or a newly  formed (or to be formed)
Romanian Subsidiary of Safety (the "Romanian  Subsidiary") of the portion of the
TISPP Acquired Assets  consisting of Equipment (the "TISPP Acquired  Equipment")
in consideration of Indebtedness from Automotive Safety Czech, Automotive Safety
Germany or the Romanian Subsidiary,  as the case may be, to UK Borrower, and (b)
the  relocation  of the TISPP  Acquired  Equipment  to a  location  in the Czech
Republic,   Romania,  United  Kingdom  or  Germany;  provided,  that,  (i)  such
Indebtedness shall not be evidenced by a promissory note or other instrument and
(ii) on the  date of such  sale or  relocation,  no  Event  of  Default  or act,
condition or event which with notice or passage of time or both would constitute
an Event of Default, shall exist or have occurred and be continuing.

3.  Representations,  Warranties  and  Covenants.  Each Borrower and  Guarantor,
jointly and severally,  represents, warrants and covenants with and to Lender as
follows,  which  representations,  warranties  and covenants are  continuing and
shall survive the execution and delivery  hereof,  the truth and accuracy of, or
compliance  with  each,  together  with  the  representations,   warranties  and
covenants in the other Financing Agreements, being a continuing condition of the
making or providing of any Loans or Letter of Credit Accommodations by Lender to
Borrowers:

     (a)  neither  the  execution  and  delivery  of this  Amendment,  the TISPP
Purchase  Agreement or the  documents,  agreements  or  instruments  executed or
delivered in connection  therewith or related  thereto  (collectively,  with the
TISPP Purchase Agreement, the "TISPP Purchase Documents"),  nor the consummation
of the  transactions  herein or therein  contemplated,  nor compliance  with the
provisions  hereof or thereof are in  contravention  of any law or regulation or
any  order or  decree  of any  court or  Governmental  Authority  applicable  to
Borrowers or Guarantors or any of their respective  Subsidiaries in any respect,
or  conflict  with or result in the breach of, or  constitutes  a default in any
respect  under any mortgage,  deed of trust,  security  agreement,  agreement or
instrument  to which any Borrower or  Guarantor  is a party or may be bound,  or
violates any provision of the  Certificate  of  Incorporation  or By-Laws of any
Borrower or Guarantor; and


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<PAGE>

     (b) no Event of Default or act,  condition  or event  which with  notice or
passage  or time or both would  constitute  an Event of  Default,  exists or has
occurred and is continuing.

4. Conditions Precedent. The amendments and consent set forth herein shall be
effective upon the satisfaction of each of the following conditions precedent in
a manner satisfactory to Lender:

     (a) the receipt by Lender of an original of this Amendment, duly
authorized, executed and delivered by Borrowers and Guarantors;

     (b) the  receipt by Lender of the TISPP  Purchase  Agreement  and the other
material TISPP Purchase Documents  (including,  without limitation,  the chattel
mortgage,  the deed of postponement,  the transition  services agreement and the
underlease  agreement),  duly authorized,  executed and delivered by the parties
thereto, which shall be in form and substance satisfactory to Lender;

     (c) the receipt by Lender of evidence (including,  without limitation,  any
discharge or release of any liens of security  interests  in the TISPP  Acquired
Assets),  in form and substance  satisfactory  to Lender,  that (i) Lender holds
valid,  perfected  fixed  charges,  security  interests  and  liens on the TISPP
Acquired Assets,  superior in priority to all other charges,  security interests
and  liens  in  favor  of all  Persons  except  for the  Seller,  (ii)  all lien
registrations  relating to the TISPP  Acquired  Assets in favor of Lender  shall
have been duly filed and recorded  and (iii) all  certificates  of  registration
have  been  filed  with  respect  to the TISPP  Acquired  Assets  consisting  of
intellectual property;

     (d) the  receipt  by Lender of: (i) a  collateral  assignment  of the TISPP
Purchase Documents,  duly authorized,  executed and delivered by UK Borrower and
acknowledged by the Seller,  in form and substance  satisfactory to Lender,  and
(ii) a supplemental equipment mortgage, duly authorized,  executed and delivered
by UK Borrower, in form and substance satisfactory to Lender;

     (e) all requisite  corporate action and proceedings in connection with this
Amendment  shall be  satisfactory  in form and  substance to Lender,  and Lender
shall have  received  all  information  and copies of all  documents,  including
records of  requisite  corporate  action and  proceedings  which Lender may have
requested in connection  therewith,  such documents where requested by Lender or
its counsel to be certified by appropriate  corporate  officers or  governmental
authorities; and

     (f) the  receipt  by Lender of such  reports as to the  Collateral  and the
lending  formulas of each  Borrower as Lender shall  reasonably  request,  which
shall be presented on a pro forma basis after giving effect to the  transactions
contemplated by the TISPP Purchase Documents.

5. General.

     (a) Effect of this Amendment. Except as expressly provided herein, no other
changes or  modifications  to the Financing  Agreements are intended or implied,
and in all other  respects  the  Financing  Agreements  are hereby  specifically
ratified, restated and confirmed by all parties hereto as of the date hereof. To
the extent any  conflict  exists  between  the terms of this  Amendment  and the
Financing Agreements, the terms of this Amendment shall control.

     (b)  Governing  Law.  The rights and  obligations  hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the  internal  laws of the  State of New York  (without  giving  effect  to
principles  of  conflicts of laws or other rules of law that would result in the
application of the law of any jurisdiction other than the State of New York).


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<PAGE>

     (c) Binding  Effect.  This Amendment is binding upon and shall inure to the
benefit of Lender,  Borrowers,  Guarantors and their  respective  successors and
assigns.  Any  amendment or consent  contained  herein shall not be construed to
constitute  an amendment or consent to any other or further  action by Borrowers
or  Guarantors or to entitle  Borrowers or Guarantors to any other  amendment or
consent.  The Loan Agreement and this  Amendment  shall be read and construed as
one agreement.

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<PAGE>


     (d)  Counterparts,  etc.  This  Amendment  may be  executed  in one or more
counterparts,  each of which when so executed  shall be deemed to be an original
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.  In making  proof of this  Amendment,  it shall not be  necessary to
produce or account for more than one  counterpart  hereof  signed by each of the
parties hereto.  This Amendment may be executed and delivered by telecopier with
the same  force  and  effect as if it were a  manually  executed  and  delivered
counterpart.

                                    SAFETY COMPONENTS FABRIC
                                    TECHNOLOGIES, INC.

                                    By:____________________________

                                    Title:_________________________

                                    AUTOMOTIVE SAFETY COMPONENTS
                                    INTERNATIONAL, INC.

                                    By:____________________________

                                    Title:_________________________

                                    AUTOMOTIVE SAFETY COMPONENTS
                                    INTERNATIONAL GmbH & Co. KG

                                    By:____________________________

                                    Title:_________________________

                                    AUTOMOTIVE SAFETY COMPONENTS
                                    INTERNATIONAL LIMITED

                                    By:____________________________

                                    Title:_________________________

                                    VALENTEC WELLS, LLC (formerly known
                                    as Valentec International Corporation, LLC)

                                    By:____________________________

                                    Title:_________________________

                                    SAFETY COMPONENTS INTERNATIONAL, INC.

                                    By:____________________________

                                    Title:_________________________


                       [SIGNATURES CONTINUE ON NEXT PAGE]


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<PAGE>




                                    ASCI HOLDINGS GERMANY (DE), INC.

                                    By:____________________________

                                    Title:_________________________

                                    ASCI HOLDINGS U.K. (DE), INC.

                                    By:____________________________

                                    Title:_________________________

                                    ASCI HOLDINGS MEXICO (DE), INC.

                                    By:____________________________

                                    Title:_________________________

                                    ASCI HOLDINGS CZECH (DE), INC.

                                    By:____________________________

                                    Title:_________________________

                                    AUTOMOTIVE SAFETY COMPONENTS
                                    INTERNATIONAL, S.A. de C.V.

                                    By:____________________________

                                    Title:_________________________

                                    AUTOMOTIVE SAFETY COMPONENTS
                                    INTERNATIONAL S.R.O.

                                    By:____________________________

                                    Title:_________________________


AGREED:

CONGRESS FINANCIAL CORPORATION
(SOUTHERN)

By: _________________________________

Title: ______________________________


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