CONSULTING AGREEMENT

     Consulting  Agreement (this "Agreement"),  dated as of the 14th day of May,
1998, by and between Safety Components  International,  Inc. (the "Company"),  a
Delaware corporation and Thomas W. Cresante (the "Consultant").

                               W I T N E S S E T H

     WHEREAS,  the Consultant  has been a party to an Employment  Agreement with
the Company, dated May 19, 1997 (the "Employment Agreement");

     WHEREAS,  the Company and the Consultant have agreed that it is appropriate
to enter into an alternative  arrangement  to replace the  Employment  Agreement
with this Agreement;

     WHEREAS,  the Company desires to retain the Consultant,  and the Consultant
desires to be  retained,  as a  consultant  to the  Company as  provided in this
Agreement.

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

     1.  Termination  of  Employment  Agreement.  It is hereby  agreed  that the
Employment  Agreement  is  terminated  in all respects  effective  May 14, 1998,
without  any  further  obligation  of  the  Company  or  Consultant,  except  as
explicitly  provided  herein.  The parties  have  executed  the mutual  releases
annexed hereto as Exhibit A. From and after the date of commencement of the Term
hereof,  the rights and  obligations  of the  parties  shall be governed by this
Agreement.

     2.  Term.  This  Agreement  shall  commence  as of May 14,  1998 and  shall
terminate on May 19, 2000 (the "Term").

     3. Services.

     (a) The  Consultant  agrees  that  during  the  Term,  he will  serve  as a
consultant  to the Company and in such  capacity,  perform such  services as the
Chief Executive  Officer or the Board of Directors of the Company may, from time
to time,  reasonably  request.  Consultant's  responsibilities  shall  generally
include  assistance  with  customer  relationships,  attendance  at industry and
customer  meetings,  conferences  and  facility  tours,  and such other  special
projects as shall be assigned to Consultant.  The Consultant shall report to the
Chief  Executive  Officer of the Company.  The Consultant  shall be available at
such times and places as are reasonably requested by the Company.

     (b) The  Consultant  shall  devote as much time to the  performance  of his
obligations  hereunder as is reasonably required to fulfill his responsibilities
hereunder, which is estimated to average approximately 40 hours per month.



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     (c) The  Consultant's  responsibilities  hereunder  may  from  time to time
include business travel.

     4. Compensation.

     (a) Cash  Compensation.  In consideration  of the services  provided by the
Consultant  hereunder,  the Company  shall pay the  Consultant  compensation  of
$100,000 per year, payable at least on a monthly basis.

     (b)  Stock  Options.   Notwithstanding  any  provisions  contained  in  the
Employment  Agreement,  the  Consultant  and the Company  hereby  agree that the
Consultant  shall be fully  vested as of the date  hereof in options to purchase
85,667  shares  of common  stock,  $.01 par value of the  Company  (the  "Common
Stock")  (the  "Stock  Options"  ) issued to  Consultant  under  the  Employment
Agreement  pursuant to, and in accordance  with, the Company's 1994 Stock Option
Plan (the "Plan").  Such options shall be exercisable  for as long as Consultant
shall  remain a consultant  to the Company and for thirty (30) days  thereafter.
The  remaining  Stock  Options  issued to the  Consultant  under the  Employment
Agreement shall be forfeited.

     (c) Bonus Compensation.  Consultant shall be entitled to the greater of (x)
his guaranteed  bonus of $50,000 for the fiscal year ended March 31, 1998 or (y)
his entitlement for such year under The Senior  Management  Incentive Plan. Such
bonus shall be paid on or before June 30, 1998.  Consultant  shall thereafter be
entitled  only  to  such  bonus  compensation,  if any,  as is  approved  by the
Compensation  Committee  of the  Board of  Directors,  in its  sole  discretion.
Consultant shall have no rights under the Company's Senior Management  Incentive
Plan or the Stock Appreciation Rights Award Plan.

     5. Reimbursement of Expenses.  During the Term, the Company shall reimburse
the Consultant  upon  presentation  of  appropriate  vouchers or receipts and in
accordance with the Company's expense reimbursement policies for employees,  for
all reasonable  travel (including first class airline tickets) and entertainment
expenses  incurred by the Consultant in connection  with the  performance of his
duties under the Agreement.

     6. Benefits.

     (a) Health  Insurance.  During the Term,  the Company shall continue to pay
the premiums on health insurance for the Consultant and his covered  dependents,
if any,  on a  basis  consistent  with  premiums  paid  during  the  term of his
Employment Agreement.

     (b) Life Insurance;  Disability  Insurance.  Subject to the availability on
commercially  reasonable  terms,  during the Term, the Company shall maintain in
effect  and pay the  premiums  for a term life  insurance  policy  covering  the
Consultant  in an amount equal to two million  dollars  ($2,000,000)  (the "Life
Insurance  Amount"),  the  beneficiary  of  which  shall  be  designated  by the
Consultant.  Consultant  shall also be entitled to continued  benefits under the
Company's  short and long term  disability  plan to the extent such benefits are
made available to executive officers, generally.


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     (c)  Automobile.  During the Term,  the Company will provide the Consultant
with an  automobile  allowance of $1,200 per month for all expenses  relating to
the insurance, maintenance and operation of Consultant's automobile.

     (d) Country Club  Membership.  During the Term, the Company will,  promptly
following  the  submission  of  documentation  reasonably  satisfactory  to  the
Company, reimburse the Consultant for annual membership and associated fees paid
by Consultant  during such fiscal year in the so-called  "Gainey  Ranch" country
club.  At the end of the Term,  the  membership  rights of the Company  shall be
transferred to Consultant.

     7. Consequences of Termination of Consultancy.

     (a)  Death.  In the event of the death of the  Consultant  during the Term,
Consultant's consulting obligations hereunder shall be terminated as of the date
of his death and Consultant's designated beneficiary, or, in the absence of such
designation,  the  estate  or  other  legal  representative  of  the  Consultant
(collectively,  the "Estate")  shall be paid, in addition to any life  insurance
proceeds  pursuant  to Section  6(c)  above,  Consultant's  unpaid  compensation
through the month in which the death occurs.

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

     (c) For Cause.  Nothing  herein shall prevent the Company from  terminating
this  Agreement  for Cause  (as  defined  below).  In the  event  Consultant  is
terminated for Cause, Consultant shall be paid his unpaid Compensation,  if any,
under Section 4(a) through the month in which such termination  occurs. The term
"Cause" as used herein, shall mean (i) Consultant's willful misconduct, material
dishonesty  or  fraud  in the  performance  of his  duties  hereunder,  (ii) the
continued failure or refusal of Consultant (following written notice thereof) to
carry out any reasonable  request of the Company's  Chief  Executive  Officer or
Board for the provision of services hereunder,  (iii) the material breach of the
Agreement  by  Consultant  or (iv)  the  entering  of a plea of  guilty  or nolo
contendere  to,  or the  conviction  of  Consultant  of, a felony  or any  other
criminal act involving moral turpitude,  dishonesty, theft or unethical business
conduct.  For  purposes  of this  Section  7(c),  no act or  omission  shall  be
considered  willful  unless  done or omitted to be done in bad faith and without
reasonable  belief  that such act or  omission  was in the best  interest of the
Company.

     Termination of this Agreement for Cause pursuant to this Section 7(c) shall
be made by delivery to Consultant of a letter from the Board  generally  setting
forth a description of the conduct which provides the basis for a termination of
this Agreement for Cause; provided,


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however,  that,  prior to the termination of the Agreement for a basis set forth
in  Sections  7.3(ii) or  7.3(iii)  above  (which is  capable  of being  cured),
Consultant shall be given notice of the basis for termination by the Company and
a reasonable opportunity to cure such breach.

     (d)  Termination of this  Agreement  Other than for Death,  Disability,  or
Cause.  This  Agreement  may be  terminated  (i) by the Company (in  addition to
termination  pursuant to Sections 7(a),  (b) or (c) above),  at any time and for
any reason,  (ii) by the Consultant at any time and for any reason or (iii) upon
the expiration of the Term. If the Agreement is terminated by the Company (other
than as a result of death or disability of Consultant or for Cause), the Company
shall (x) pay  Consultant a severance  and  noncompetition  payment equal to the
Compensation  under  Section 4(a), if any, for the remainder of the Term and (y)
shall provide fringe benefits under Section 6 to Consultant for the remainder of
the Term. Such severance and  non-competition  payment shall be payable in equal
monthly  installments  commencing  on  the  first  day of  the  month  following
termination and shall continue for the remainder of the Term.

     (e)  Voluntary   Termination.   If  Consultant  terminates  this  Agreement
voluntarily  prior to the expiration of the Term,  Consultant  shall be paid his
unpaid  Compensation  under  Section  4(a),  if any,  through  the  date of such
voluntary termination.

     8. Confidential Information.

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

     (b) The  Consultant  and the  Company  agree  that the  covenant  regarding
confidential  information  contained in this Section 8 is a reasonable  covenant
under the circumstances,  and further agree that if, in the opinion of any court
of competent jurisdiction,  such covenant is not reasonable in any respect, such
court  shall  have the  right,  power and  authority  to  excise or modify  such
provision or provisions of this covenant as to the court shall


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appear not  reasonable  and to  enforce  the  remainder  of the  covenant  as so
amended. The Consultant agrees that any breach of the covenant contained in this
Section 8 would  irreparably  injure the Company.  Accordingly,  the  Consultant
agrees that the Company,  in addition to pursuing any other remedies it may have
in law or in equity,  may obtain an injunction  against the Consultant  from any
court having jurisdiction over the matter,  restraining any further violation of
this Section 8.

     (c) The  provisions  of this  Section 8 shall extend for the Term and shall
survive  the  termination  of the  Agreement  for two  years  from  the date the
Agreement is terminated.

     9. Non-Competition; Non-Solicitation.

     (a) The  Consultant  agrees  that,  during the  Non-Competition  Period (as
defined  in  Section  9(d)  below),  without  the prior  written  consent of the
Company: (i) he shall not, directly or indirectly,  either as principal manager,
agent, consultant,  officer,  director, greater than 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  subsidiaries
(currently the manufacture and sale of (x) automotive airbag fabric and cushions
and metal airbag components;  (y) synthetic  fabrics;  and (z) military ordnance
products)  including,  for  these  purposes,  any  business  in  which,  at  the
termination of his engagement hereunder,  there was a bona fide intention on the
part of the Company to engage in the future; and (ii) he shall not, on behalf of
any competing entity, directly or indirectly,  have any dealings or contact with
any  suppliers  or customers of the  Company.  Nothing in this  paragraph  shall
prevent Consultant from serving as an employee or consultant of (i) an entity in
the  automotive  industry so long as it is not engaged in any of the  businesses
specified  in  clause  (x) of this  paragraph  above  or (ii)  TRW  Inc.,  Breed
Technologies   Inc.,  or  other  module   manufacturers   or  their   respective
subsidiaries  but only with  respect to their  sensor,  propellant,  inflater or
module businesses.

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

     (c)  The   Consultant   and  the  Company   agree  that  the  covenants  of
non-competition and non-solicitation  contained in this Section 9 are reasonable
covenants under the circumstances,  and further agree that if, in the opinion of
any court of competent  jurisdiction  such  covenants are not  reasonable in any
respect,  such  court  shall have the right,  power and  authority  to excise or
modify such  provision or  provisions  of these  covenants as to the court shall
appear not  reasonable  and to enforce the  remainder  of these  covenants as so
amended.  The  Consultant  agrees that any breach of the covenants  contained in
this Section 9 would irreparably


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injure the Company.  Accordingly,  the  Consultant  agrees that the Company,  in
addition to  pursuing  any other  remedies it may have in law or in equity,  may
obtain an injunction  against the Consultant from any court having  jurisdiction
over the matter, restraining any further violation of this Section 9.

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

     10.  Independent  Contractor.  The  relationship  of the  Consultant to the
Company established by this Agreement is that of an independent contractor,  and
nothing  contained  in this  Agreement  shall  be  construed  to:  (a)  give the
Consultant the power to (i) direct or control any activities of the Company,  or
(ii)  create or assume any  obligation  on behalf of the Company for any purpose
whatsoever;  (b)  constitute  the  Consultant  as an employee of the Company or,
except as provided herein, entitle the Consultant to participate in any employee
benefit plans or fringe benefit plans made available to the Company's employees;
or (c) constitute the Consultant as an agent of the Company.

     11. Return of Documents.  Promptly following  termination of this Agreement
for any reason,  the  Consultant  shall  immediately  deliver to the Company all
plans,  designs,  drawings,   specifications,   listings,   manuals,  memoranda,
projections,   minutes,  records,  notebooks,   computer  programs  and  similar
repositories of or containing  Confidential  Information,  including all copies,
then in the Consultant's possession or control or available from persons outside
the Company  receiving such documents from the Consultant,  whether  prepared by
the  Consultant or others.  At such time,  the  Consultant  shall not retain any
copies or abstracts of any such documents.

     12.  Notices.  For  the  purposes  of this  Agreement,  notices  and  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly  given when  personally  delivered,  sent by  overnight
courier or sent by certified mail,  return receipt  requested,  postage prepaid,
addressed to the Company at its principal  executive office and to Consultant at
the address  reflected in the Company's  records as the  Consultant's  principal
residence,  or such other respective address as is last given by either party to
the other,  provided  that all notices to the  Company  shall be directed to the
attention  of the Chief  Executive  Officer  of the  Company.  All  notices  and
communications  shall be deemed to have been  received  on the date of  delivery
thereof,  one day  after  deposit  with an  overnight  courier,  or on the third
business day after the mailing thereof,  except that notice of change of address
shall be effective only upon receipt.

     13. Successors and Assigns.

     (a) This Agreement  shall be binding upon and shall inure to the benefit of
the Company and its successors  and assigns,  and the term the "Company" as used
herein shall  include its  successors  and assigns.  The terms  "successors  and
assigns" as used herein shall mean


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a corporation or other entity acquiring all or substantially  all the assets and
business of the Company  (including this Agreement)  whether by operation of law
or otherwise.

     (b) Neither this  Agreement  nor any right or interest  hereunder  shall be
assignable or transferable by the Consultant,  his heirs, beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall be binding upon and inure to the benefit of the Consultant,  his
heirs, beneficiaries and legal personal representatives.

     14. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing and signed by the  Consultant  and the  Company.  No waiver by any party
hereto at any time of any breach by any other party  hereto or  compliance  with
any  condition  or  provision  of this  Agreement  to be performed by such other
party,  shall  be  deemed  a waiver  of  similar  or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreement  or
representation,  oral or  otherwise,  express or  implied,  with  respect to the
subject  matter  hereof has been made by any party  which is not  expressly  set
forth in this Agreement.

     15.  Governing Law. This  Agreement  shall be governed by and construed and
enforced in  accordance  with the laws of the state of Delaware  without  giving
effect to the conflict of law principles thereof.

     16. Severability. The provision of this Agreement shall be deemed severable
and the  invalidity or  unenforceability  of any provision  shall not affect the
validity or enforceability of the other provisions hereof.

     17.  Entire  Agreement  and  Effect  on Other  Agreements.  This  Agreement
constitutes  the entirety of the agreement  between the parties,  and supersedes
all  prior  agreements,   understandings  and  arrangements,   oral  or  written
(including the Employment Agreement),  between the parties on the subject matter
hereof.  The  payments  and  benefits  provided  to the  Consultant  under  this
Agreement  are in lieu of all other salary or benefit  continuation  benefits to
which the  Consultant  may  otherwise  be entitled  under all other  agreements,
plans,   policies,   practices  and   arrangements   (including  the  Employment
Agreement).

     18. Survival.  The provisions of Sections 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18, 19 and 20 shall survive the termination of this Agreement.

     19. No Admission. The execution of this Agreement shall not be construed as
an  admission  of a  violation  of any  statute  or law or breach of any duty or
obligation by either the Consultant or the Company.

     20. Taxes.  The parties  acknowledge and agree that the Company will not be
obligated to make, and that it is the sole  responsibility  of the Consultant to
make, all periodic  filings and payments  required to be made in connection with
withholding taxes,  estimated taxes or any other federal,  state or local taxes,
payments or filings required to be made or paid in


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connection  with the  monthly  payments  made and stock  options  granted to the
Consultant hereunder.

     21.   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.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Consultant has executed this Agreement as of
the date 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/  Thomas W. Cresante
                                          -------------------------
                                               Thomas W. Cresante


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