CONSULTING AGREEMENT

         Consulting  Agreement (this  "Agreement"),  dated as of the 31st day of
May, 1997, by and between Safety Components International, Inc. (the "Company"),
a Delaware corporation and W. Hardy Myers (the "Consultant").

                               W I T N E S S E T H

         WHEREAS, the Consultant was a party to an Employment Agreement with the
Company,  dated as of the 19th day of April, 1994 (the "Employment  Agreement");
and

         WHEREAS,  the Consultant intends to resign as (i) an employee under the
Employment  Agreement,  (ii)  an  officer  of the  Company  and  certain  of its
subsidiaries,  (iii) a director of the Company and certain of its  subsidiaries,
(iv) an employee  of  Valentec  International  Corporation  ("Valentec"),  (v) a
director  of  Valentec  and  certain  of its  subsidiaries,  (vi) an  officer of
Valentec and certain of its subsidiaries, (vii) a trustee of Valentec's Employee
Stock Ownership Plan, as amended (the "ESOP"), and (viii) a trustee of the Wells
Restated  Profit  Sharing Plan (the "Wells  Plan"),  and the Company  desires to
retain  the  Consultant  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. Resignation from  Employment;  Termination of Employment  Agreement.
Effective as of June 1, 1997 (the "Effective  Date") (i) the Consultant  resigns
from his  position  as (a) an  employee  of the  Company  under  the  Employment
Agreement, (b) an officer of the Company and certain of its subsidiaries,  (c) a
director  of the Company  and  certain of its  subsidiaries,  (d) an employee of
Valentec,  (e) a director of Valentec  and certain of its  subsidiaries,  (f) an
officer of Valentec and certain of its subsidiaries,  (g) a trustee of the ESOP,
and (h) a  trustee  of the  Wells  Plan,  (ii)  shall  cease to be an  employee,
director  or officer of the  Company  and any of its  subsidiaries,  (iii) shall
cease  to be an  employee,  director  or  officer  of  Valentec  and  any of its
subsidiaries,  and (iv) any rights that either the Company or the Consultant may
have had under the  Employment  Agreement  are hereby  terminated.  No covenants
shall survive the  termination of the Employment  Agreement,  including  without
limitation non-compete,  non-solicitation and confidentiality covenants, each of
which is replaced by the covenants  contained herein. 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  on June 1,  1997 and shall
terminate on May 31, 1998 (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,


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Chief Operating  Officer or the Board of Directors of the Company may, from time
to time,  reasonably  request in  connection  with the  functions of the Company
formerly  performed by the  Consultant,  and such other projects as are mutually
agreed to by the Consultant and the Company.  The Consultant shall report to the
Chief  Operating  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 reasonably required, in the judgment
of the Chief Executive Officer or the Chief Operating  Officer,  in consultation
with the  Consultant,  to the  business and  commercial  success of the Company;
provided,  however,  that nothing  contained herein shall prevent the Consultant
from accepting another engagement or full-time position and the Consultant shall
be permitted to perform the services  required  hereunder in a manner which does
not  interfere  with his  ability  to  fulfill  the  commitments  of such  other
engagement or position.

                  (c)  The  Consultant  shall  not  be  required  to  travel  in
connection with his services to be performed hereunder.

         4.  Compensation.  In  consideration  of the  services  provided by the
Consultant  hereunder,  the  Company  shall pay to the  Consultant  on a monthly
basis,  compensation of $15,333.34 payable in twelve monthly installments on the
first day of each calendar  month, if such day is a business day in the State of
California,  otherwise on the next business day  thereafter,  during the Term of
this  Agreement.  It is  acknowledged  and agreed  that (i) the  Consultant  has
received an advance  from the Company for his  expenses in an amount of $10,000,
(ii) the Consultant shall reconcile such advance against  unreimbursed  expenses
incurred by him within thirty days of the execution hereof, and (iii) the second
monthly installment to be made by the Company to the Consultant  hereunder shall
be adjusted in favor of either the Company or the Consultant,  as applicable, to
reflect any resulting difference between amounts so reconciled.

         5.       Other Employment.

                  (a) Subject to Section 7 hereof,  the Consultant shall be free
to render full-time or part-time advisory,  consultant or any other professional
services to other employers, whether as an employee, consultant or otherwise.

                  (b) Any compensation  the Consultant  receives from such other
employment or  consultancy  services shall not be offset against the payments to
be made to the Consultant by the Company hereunder.

         6.       Benefits.

                  (a) Pursuant to the  requirements of COBRA,  the  Consultant's
covered  dependents,  if any, are eligible to continue health insurance coverage
for  eighteen  (18)  months  from the date of the  Consultant's  resignation  of
employment from the Company. The Company


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shall bear the Consultant's COBRA expense during the Term hereof. After the Term
hereof, the Consultant, at his sole expense, shall be eligible to continue COBRA
coverage for the remaining six (6) months.  The Consultant  hereby  acknowledges
that he has received the requisite  COBRA  information and is hereby electing to
continue his health  coverage with the Company until he revokes such election by
providing the Company with reasonable prior written notice of such revocation.

                  (b)  As  provided  in  the  Employment  Agreement,  all of the
options  granted to the  Consultant  pursuant to the Company's 1994 Stock Option
Plan, as amended (the "Option Plan") and his Employment  Agreement,  i.e. 70,000
stock  options  (the  "Options")  shall be vested  on the  Effective  Date.  The
Consultant  shall have ninety (90) days from the  termination  of this Agreement
(i.e., until August 31, 1998) to exercise the Options. The exercise price of the
Options is in the agreement(s) evidencing the grant of such Options.

                  (c) Consultant shall be entitled to receive his benefits under
(i) the Company's and Valentec's 401(k) plans (individually a "401(k) Plan", and
collectively  the "401(k)  Plans"),  if any, and (ii) the ESOP. All rights under
the 401(k) Plans and the ESOP shall be governed by the terms of the 401(k) Plans
and  the  ESOP,  as  applicable,  and  the  Company's  and  Valentec's  standard
administrative practices.

                  (d) The  Company (i) shall pay the life  insurance  premium on
the  policy  maintained  by it for the  benefit of the  Consultant's  designated
beneficiaries,  in the amount of  $3,000,000,  which was due and payable on June
12,  1997,  and (ii) has paid the  insurance  premium on the  disability  policy
maintained by it for the benefit of the Consultant's  designated  beneficiaries.
Thereafter,  the Consultant shall have the right to assume each such policy, but
the Company shall make no further premium payments thereon.

         7.       Certain Covenants

                  (a)      Confidentiality

                  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 herein defined)  pertaining to the business of the
Company and Valentec,  their respective  divisions,  subsidiaries and affiliates
(collectively,  the "Affiliated Group") except when required to do so by a court
of  competent  jurisdiction,  by  any  governmental  agency  having  supervisory
authority over the business of the Affiliated  Group,  or by any  administrative
body or legislative  body (including a committee  thereof) with  jurisdiction to
order one or more of the members of the Affiliated Group to divulge, disclose or
make accessible such information.  For purposes of the Agreement,  "Confidential
Information" shall mean non-public information concerning the Affiliated Group's
financial data,  statistical  data,  strategic  plans,  business plans,  product
development  data (or other  proprietary  product  data),  customer and supplier
information,   information  relating  to  governmental  relations,  discoveries,
practices, processes, methods, analyses, assessments, reports, data, statistics,
correspondence, business records, business plans, strategies, contacts,


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trade  secrets,   marketing   plans  and  other   non-public,   proprietary  and
confidential  information  of the  Affiliated  Group,  that, in any case, is not
otherwise  generally  available to the public and has not been  disclosed by the
Affiliated Group to others not subject to confidentiality agreements.

                  (b)      Non-Solicitation

                  The Consultant agrees that during the Term and for a period of
twelve (12) months thereafter, without the prior written consent of the Company,
he 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 was employed
by the Company at any time during the six (6) months immediately  preceding such
date of hiring or solicitation by the Consultant.

                  (c)      Non-Disparagement

                  The Consultant and the Company each agree that,  except as may
be required by law,  neither will at any time in the future,  either directly or
indirectly,  engage in, any Disparaging Conduct. For purposes of this Agreement,
"Disparaging  Conduct"  shall  mean the  publication  by the  Consultant  or the
Company,  orally or in  writing,  of any  negative  or  disparaging  statements,
comments,  or remarks  regarding  the other or in the case of the  Company,  any
member of the Affiliated  Group and their respective  subsidiaries,  affiliates,
directors, officers, or employees, as the case may be.

                  (d)      Non-Competition.

                  The Consultant agrees that during the Term,  without the prior
written consent of the Company, he shall not directly or indirectly,  whether as
an owner, stockholder,  director, employee, partner, agent, consultant or in any
other individual or representative capacity, (i) carry on, be engaged in or have
any financial  interest 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  any
Affiliated Group member, including,  without limitation,  any business which any
member of the  Affiliated  Group  has,  as of the  Effective  Date,  a bona fide
intention to engage in in the future, and (ii) approach,  contact, solicit, sell
to any  supplier  or any client or  customer of the  Affiliated  Group,  for the
purpose of offering, obtaining,  selling, soliciting,  diverting or receiving to
or from said  individual or firm,  business in  competition  with the Affiliated
Group or orders for products in competition with those of the Affiliated Group.

                  (e)      Confidentiality of Agreement

                  The  Consultant  and the Company  (other than as required as a
matter of  public  disclosure  under  the  securities  laws)  each  agree not to
disclose  the terms of this  Agreement  or to  otherwise  provide a copy of this
Agreement to anyone (other than to professional  advisors and as may be required
by applicable law and the Consultant's new employer should such employer request
a copy hereof.)

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                  (f)      Acknowledgments      Respecting      Confidentiality,
Non-Solicitation Non- Disparagement and Non-Competition Covenants

                  With respect to the covenants  made by the  Consultant and the
Company and set forth in this Section (individually a "Covenant" or collectively
the  "Covenants"),  the  Consultant and the Company each  acknowledge  and agree
that:

                  (i) the  Covenants are in addition to any rights they may have
at law or at equity; and

                  (ii)  the  Covenants  are  reasonable   Covenants   under  the
circumstances,  and if, in the opinion of any court of  competent  jurisdiction,
any 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 such
Covenant  as to the court  shall  appear not  reasonable  and to enforce (A) the
remainder of the Covenant as so amended and (B) the other Covenants. Each agrees
that any breach of any Covenant  contained  in this Section 7 would  irreparably
injure the non-breaching party. Accordingly,  each agrees that the non-breaching
party,  in  addition  to  pursuing  any other  remedies it may have in law or in
equity,  may obtain an  injunction  against the  breaching  party from any court
having  jurisdiction over the matter,  restraining any further violation of this
Section 7.

         8.  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
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.

         9. Return of Documents.

                  (a)  Promptly  following  execution  of  this  Agreement,  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.

                  (b)  Promptly  upon   termination  of  this   Agreement,   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. Upon such


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termination, the Consultant shall not retain any copies or abstracts of any such
 documents.

         10.  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  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  last given by each 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 or on the third business day after the
mailing thereof, except that notice of change of address shall be effective only
upon receipt.

         11. 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 terms the
"Company" and "Affiliated Group" as used herein shall include its successors and
assigns.  The  terms  "successors  and  assigns"  as used  herein  shall  mean a
corporation or other entity  acquiring all or  substantially  all the assets and
business of the  Company or the  Affiliated  Group  (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.

         12.  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.

         13.  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.

         14.  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.



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         15. 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).

         16.  Survival.  The  provisions of Sections 7, 9, 10, 11, 12 13, 14, 15
and 16, shall survive the termination of this Agreement.

         17. Taxes. The parties  acknowledge and agree that the Company will not
and shall 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  connection
with the monthly payments made to the Consultant hereunder.




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         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:
                                          Name:
                                          Title:





W. HARDY MYERS

ACCEPTED AND AGREED:
     this         day of June, 1997

VALENTEC INTERNATIONAL
   CORPORATION


By:
      Name:
      Title:



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