AGREEMENT

     THIS AGREEMENT (this "Agreement") dated this 4th day of March 1998, is made
and  entered  into by and  between  Safety  Components  International,  Inc.,  a
Delaware corporation (the "Company"), and Robert Sepulveda ("Employee").

                              W I T N E S S E T H :

     WHEREAS,  the Company  desires to employ  Employee as its  President--Metal
Components; and

     WHEREAS,  Employee  desires to accept  such  employment  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 employs  Employee and Employee  hereby
accepts   employment  with  the  Company  commencing  on  March  23,  1998  (the
"Commencement  Date") for the Term (as defined below),  in the position and with
the duties and responsibilities set forth in Section 3 below, and upon the other
terms and subject to the conditions hereinafter stated.

     2. Term. Except as otherwise  specifically provided in Section 7 below, the
term of Employee's  employment  under this Agreement (the "Term") shall commence
on the Commencement  Date, and shall continue until the second (2nd) anniversary
thereof, 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 President--Metal  Components of the Company with responsibility for the
Wells Division (the "Wells Division") of Valentec International  Corporation and
Galion,  Inc.,  each a  wholly-owned  subsidiary  of the Company,  or such other
office  and  position  as is  assigned  to him  during  the Term by the Board of
Directors (the "Board") of the Company and shall be  responsible  for the duties
attendant to such offices,  which duties will be generally  consistent  with his
position  as an  executive  officer of the  Company,  and such other  managerial
duties and  responsibilities  with the Company, its subsidiaries or divisions as
may be assigned  by the  Chairman of the Board,  President  and Chief  Executive
Officer of the Company (the  "CEO"),  the  Executive  Vice  President  and Chief
Operating  Officer of the Company  (the "COO") or the Board.  Employee  shall be
subject to the supervision and control of the CEO and the COO and the provisions
of the By-Laws of the Company.


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<PAGE>



     3.2 Services to be Provided. During the Term, Employee shall (i) devote all
of his 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.

     4. Compensation.

     4.1 Base Salary.  Employee  shall be paid a base salary (the "Base Salary")
at an annual rate of one hundred thirty thousand ($130,000) dollars,  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 reviewed by the
Compensation  Committee of the Board (the "Committee"),  upon the recommendation
of the CEO and the COO,  on or before  April 1 (the first day of the fiscal year
of the  Company) of each year during the Term,  with such reviews to commence in
1999,  and shall be subject to increase in the sole  discretion of the Committee
taking into account  merit,  corporate and  individual  performance  and general
business  conditions,  including  changes  in the  cost of  living  index.  Such
increase,  if any,  shall be  effective  on April 1 of each year during the Term
commencing in 1999.

     4.2  Bonus  Compensation.  Employee  shall  also be  entitled  to an annual
performance-related   bonus  as  set  forth  in  the  next  succeeding  sentence
commencing with the Company's fiscal year ended March 31, 1999 (the "1999 Fiscal
Year").  Employee  shall  be  entitled  to a bonus  (the  "Bonus  Compensation")
pursuant  to the terms of the  Management  Incentive  Plan of the  Company  (the
"Plan")  equal to 30% of the Base Salary  paid to  Employee  in the  immediately
preceding  fiscal year if and to the extent that the Wells  Division and Galion,
Inc. achieve earnings before interest  charges,  income taxes,  depreciation and
amortization  ("EBITDA")  of a target  amount(s)  to be fixed  each  year by the
Committee  (the  "Target") as determined  by reference to the Company's  audited
financial  statements  for such fiscal year prepared by the Company's  certified
public  accountants (the  "Accountants")  in accordance with generally  accepted
accounting principles;  provided,  however, that (i) in the event that EBITDA is
less than 100% of the Target but equal to or greater  than 90% of the Target for
any fiscal year during the Term, the amount of the Bonus  Compensation  shall be
reduced by 5% for every 1% that  EBITDA is below the Target for each such fiscal
year,  (ii) in the event  that  EBITDA is below 90% of the Target for any fiscal
year during the Term, the Bonus  Compensation  shall be equal to zero, and (iii)
in the event that  EBITDA is greater  than the Target for any fiscal year during
the Term,  the amount of the Bonus  Compensation  shall be  increased  by 4% for
every 1% that  EBITDA is above the Target  for each such  fiscal  year,  up to a
maximum of 90% of the Base Salary (the Bonus Compensation, as adjusted, shall be
referred  to herein  as the  "Bonus  Compensation");  provided,  further,  that,
notwithstanding any of the foregoing, the Bonus Compensation for the 1999 Fiscal
Year shall be at least thirty thousand dollars ($30,000).



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<PAGE>



     All issues of  interpretation  in connection  with the  calculation  of the
Bonus  Compensation  of  Employee  shall be  resolved  by the  Committee  in its
reasonable discretion.  The Company shall pay the Bonus Compensation to Employee
for each  fiscal  year of the Term  within  (30) days of the  completion  by the
Accountants of their audit of the Company's  financial  statements for each such
fiscal year,  unless the employment of the Employee  shall have been  terminated
for any reason  prior to such date,  except as set forth in Sections 7.1 and 7.2
below.

     4.3 Stock  Options.  The  Company  hereby  agrees to cause the  issuance to
Employee as of the Commencement  Date of stock options to purchase 20,000 shares
of common  stock  ("Common  Stock"),  $.01 par value per share,  of the  Company
("Base Stock  Options").  Employee  will also be eligible for  consideration  of
additional  stock  options  during each year of the Term,  as  determined by the
Committee, in its sole discretion  ("Additional Stock Options").  All Base Stock
Options and any  Additional  Stock Options  shall be issued  pursuant to, and in
accordance with, the Company's 1994 Stock Option Plan (the "Stock Option Plan").
All Base Stock Options and  Additional  Stock  Options shall be qualified  stock
options under the Stock Option Plan up to the maximum  number as would not cause
a   disqualification   under  applicable   Internal  Revenue  Code  Sections  or
regulations  thereunder,  and the remainder of Base Stock Options and Additional
Stock Options shall be non-qualified  stock options under the Stock Option Plan.
Each Base Stock Option shall be  exercisable at a price equal to the Fair Market
Value (as defined in the Stock  Option  Plan) of the Common Stock on the date of
issuance of such Base Stock Option (or if such date is not a business  day, then
such option  shall be  exercisable  at a price equal to the Fair Market Value on
the next business day following  such date) in accordance  with the terms of the
Stock Option Plan and shall vest over a three year period from the date of grant
at a rate of 331/3% per year,  commencing with the first anniversary of the date
of grant. Employee's vested Base Stock Options shall be exercisable for a period
of ten years from the date of issuance.  Upon the  termination of employment for
any reason,  any unvested Base Stock Options shall lapse and Employee shall have
thirty (30) days from the date of termination of his employment with the Company
to exercise any vested Base Stock  Options (one year in the case of  termination
by reason of death or disability of 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 all
executive  officers of the Company under all benefit  programs,  arrangements or
perquisites  of the Company  including,  but not  limited to,  pension and other
retirement plans, hospitalization,  surgical, dental and major medical coverage,
short and long term disability and life insurance.

     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 two (2) 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


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<PAGE>



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
additional  compensation in the event that Employee,  for whatever reason, fails
to take such  vacation  during any year of his  employment  hereunder.  Employee
shall  also be  entitled  to all  paid  holidays  given  by the  Company  to its
executive officers.

     5.3 Car Allowance.  During the Term, the Company shall pay Employee, on the
first day of each month,  a monthly  automobile  allowance of $600.00 to pay for
the costs associated with Employee's local transportation expenses.

     5.4 Country Club  Membership.  The Company  will,  promptly  following  the
submission of documentation  reasonably  satisfactory to the Company,  reimburse
Employee  for (i) monthly  country  club  membership  fees of up to $350 paid by
Employee  during the Term and (ii) annual country club  membership fees of up to
$4,000 paid by Employee during the first year of the Term.

     6. Expenses.

     6.1 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.

     6.2  Relocation   Expenses.   The  Company  shall  reimburse  Employee  for
reasonable  relocation  expenses,  upon presentation of appropriate  vouchers or
receipts,  up to the amount  permitted by, and in accordance with, the Company's
expense reimbursement policies for executive officers;  provided, however, that,
Employee shall have completed such  relocation by September 1, 1998. The amounts
to be  reimbursed  by the Company  under this Section 6.2,  which are subject to
federal or state  income  taxes and for which  Employee  is not  entitled to any
deduction for  reimbursed  expenses paid by Employee,  shall be adjusted for any
federal  and/or state income  taxes paid by Employee (or on  Employee's  behalf)
with respect to such amounts (the "Tax Adjustment") so that Employee receives on
an  after-tax  basis  the same  amount  that he  would  have  received  had such
reimbursements  and the Tax  Adjustment  been  excluded  from  Employee's  gross
income.  Employee agrees that the Tax Adjustment  shall not result in additional
payments to Employee in excess of the amount necessary to reimburse Employee for
any such taxes paid by Employee.



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<PAGE>



     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 the  Employee  (collectively,  the
"Estate")  shall be paid,  Employee's  unpaid Base  Salary  through the month in
which the death  occurs and any unpaid  Bonus  Compensation  for any fiscal year
which  has  ended as of the date of such  termination  or which was at least one
half (1/2)  completed  as of the date of death.  In the case of such  incomplete
fiscal year, the Bonus  Compensation  (to the extent  earnings based upon EBITDA
for the fiscal year ending next  following the date of death) shall be pro-rated
and all such Bonus Compensation payable as a result of this Section 7.1 shall be
otherwise  payable  as set forth in  Section  4.2  above.  The  Estate  shall be
entitled to all other death  benefits,  if any, in accordance  with the terms of
the Company's benefit programs and plans.

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

     7.3 Termination of Employment of Employee by the Company for Cause. Nothing
herein shall prevent the Company from  terminating  Employee's  employment under
this  Agreement  for  Cause.  In the event  Employee  is  terminated  for Cause,
Employee  shall be paid  his  unpaid  Base  Salary  (but no Bonus  Compensation)
through the month in which the  termination  occurs.  The term  "Cause," as used
herein, shall mean (i) Employee's willful misconduct or fraud in the performance
of his duties  hereunder;  (ii) the continued  failure or refusal of Employee to
carry out any reasonable  request of the CEO, COO or the Board for the provision
of services  hereunder;  (iii) the material breach of the Agreement by Employee;
or (iv) the entering of a plea of guilty or nolo contendere to or the conviction
of Employee for a felony or any other  criminal act involving  moral  turpitude,
dishonesty,  theft or unethical business conduct, including, without limitation,
violations of State or Federal securities laws or regulations.

     Termination of employment of Employee pursuant to this Section 7.3 shall be
made by  delivery  to  Employee  of a letter  from the CEO or the COO  generally
setting  forth a  description  of the  conduct  which  provides  the basis for a
termination of employment of Employee for Cause.



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<PAGE>



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

     (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,  (ii) by the Employee at
any time and for any reason or (iii) upon the expiration of the Term.

     (b) Severance and Non-Competition Payments.

     (1) If this Agreement is terminated by the Company,  other than as a result
of death or  disability  of  Employee or for Cause,  the  Company  shall pay the
Employee a severance  and  non-competition  payment equal to the Base Salary for
twelve  (12)   months  (but  no  Bonus   Compensation).   Such   severance   and
non-competition   payment   shall  be  payable  in  twelve  (12)  equal  monthly
installments commencing on the first day of the month following termination.

     (2) If this  Agreement is not renewed beyond the Term by the parties hereto
solely as a result of the refusal by the Company to extend the term, the Company
shall pay Employee a severance  and  non-competition  payment  equal to the Base
Salary  for six (6)  months  (but no Bonus  Compensation).  Such  severance  and
non-competition   payment  shall  be  payable  in  equal  monthly   installments
commencing on the first day of the month after expiration of the Term.

     (3)  If  Employee  terminates  his  employment  voluntarily  prior  to  the
expiration  of the Term,  Employee  shall be paid his unpaid Base Salary (but no
Bonus Compensation) through the date of such termination.

     8. Confidential information.

     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,   marketing   plans  and  other   non-public,   proprietary  and
confidential information of


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<PAGE>



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 The  Employee  and the  Company  agree  that  this  covenant  regarding
Confidential  Information 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.

     8.3 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,  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
ordnance  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, on
behalf of any competing  entity,  directly or  indirectly,  have any dealings or
contact with any suppliers or customers of the Company or its Affiliates.



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     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  and 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 one year from the date of such  termination  (herein referred
to as the "Non-Competition  Period").    The  provisions of this Section 9 shall
survive any termination of this Agreement

     10.  Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered  personally  or sent
by facsimile  transmission,  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:

To the Company:            Safety Components International, Inc.
                           2160 North Central Road
                           Fort Lee, NJ 07024
                           Telephone:       (201) 592-0008
                           Telecopy:        (201) 592-7501
                           Attention:       Jeffrey J. Kaplan

To Employee:               Mr. Robert Sepulveda
                           948 North 58th Street
                           Mesa, AZ  85205
                           Telephone:       (602) 830-0781


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<PAGE>




     11. 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.

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

     13. 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.

     14. Amendment or Modification;  Waiver.  No provision of this Agreement may
be amended or waived  unless such  amendment or waiver is  authorized by the CEO
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.

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

     16. 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.

     17.   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.

     18. 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.



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<PAGE>


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

                                 SAFETY COMPONENTS INTERNATIONAL, INC.


                                 By:     /s/ Jeffrey J. Kaplan
                                         ---------------------------- 
                                 Name:    Jeffrey J. Kaplan
                                 Title:   Executive Vice President
                                          and Chief Financial Officer

                                         /s/ Robert Sepulveda
                                         ---------------------------- 
                                          Robert Sepulveda


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