EMPLOYMENT AGREEMENT

                  THIS AGREEMENT (the  "Agreement")  is made and entered into by
and between Safety Components  International,  Inc., a Delaware corporation (the
"Company"),  and Thomas W. Cresante ("Employee") and is dated as of the 19th day
of May, 1997.

                              W I T N E S S E T H:

                  WHEREAS,  the  Company  desires  to  employ  Employee  as  its
Executive Vice President and Chief Operating Officer; and

                  WHEREAS,  Employee  desires to accept such employment upon the
terms set forth in the 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 is hereby  acknowledged,  the  parties  agree as
follows:

                  1.  Employment.   The  Company  hereby  employs  Employee  and
Employee hereby accepts  employment  with the Company,  commencing as of May 19,
1997 (the "Effective  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 the Agreement (the "Term") shall commence on the Effective
Date and shall continue until the third (3rd) anniversary of the Effective Date,
subject to the terms and conditions of the Agreement.

                  3.  Position,   Duties,   Responsibilities  and  Services;  No
Violation

                  3.1 Position,  Duties and  Responsibilities.  During the Term,
Employee shall serve as Executive Vice President and Chief Operating  Officer 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
Company's Chief Executive  Officer or the Board of Directors of the Company (the
"Board").  Employee  shall be  subject  to the  supervision  and  control of the
Company's Chief Executive Officer and Board and the provisions of the By-Laws of
the Company.

                  3.2 Services to be Provided.  During the Term,  Employee shall
(i) devote at least eighty  percent  (80%) of his working  time,  attention  and
energies to the affairs of

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<PAGE>

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 as are from time to
time in effect during the Term. It shall be  understood  that,  during the Term,
Employee shall devote the remaining  portion of his working time,  attention and
energies  (not to  exceed  twenty  percent  (20%)  to the  affairs  of  Valentec
International Corporation ("Valentec") as its Executive Vice President and Chief
Operating Officer;  provided,  however,  that the Company may at any time in its
sole  discretion  terminate this provision and require that Employee  devote one
hundred  percent (100%) of his working time to the Company.  The Agreement shall
not be construed as preventing  Employee from serving as an outside  director of
any other company or from investing his assets, in each case, to the extent that
it does not require a material amount of his time and, in each case,  subject to
the non-competition obligations contained in Section 9 below.

                  3.3 No  Violation.  Employee  represents  and  warrants to the
Company  that  the  execution,  delivery  and  performance  of the
Agreement  by  Employee  will not breach,  violate,  conflict  with,  or cause a
default  under,  any  other  agreement  to which he is a party.  Notwithstanding
anything to the contrary contained herein,  the representation  contained in the
preceding sentence shall survive any termination or expiration of the Agreement.

                  4. Compensation.

                  4.1 Base Salary.  Employee  shall be paid a base salary ("Base
Salary")  at an annual  rate of two hundred  and  thirty-five  thousand  dollars
($235,000) per year,  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 Board on or before April 1 (the first day of the
fiscal  year  of  the  Company)  of  each  year  during  the  Term,  based  upon
recommendations of the Company's Chief Executive  Officer,  with such reviews to
commence in 1998, and shall be subject to increase in the sole discretion of the
Board,  taking into account the  recommendation of the Company's Chief Executive
Officer,  merit,  corporate  and  individual  performance  and general  business
conditions,  including  changes in the cost of living  index.  Any such increase
shall be  retroactive  to the  anniversary  of the  Effective  Date  immediately
preceding such review.

                  4.2 Bonus Compensation. Employee shall also be eligible for an
annual  performance-related  bonus ("Bonus  Compensation")  commencing  with the
Company's  fiscal year ended March 31, 1998 (the "1998  Fiscal  Year").  For the
1998 Fiscal Year, the Company shall pay Employee Bonus Compensation of a minimum
of fifty thousand dollars ($50,000). The Bonus Compensation of Employee, if any,
for each fiscal year of the Term,  including any amount in excess of the $50,000
minimum amount for the 1998 Fiscal Year, shall be determined by the compensation
committee  of the  Board  ("Compensation  Committee"),  in its sole  discretion,
taking into account the recommendation of the Company's Chief Executive Officer,
and  may be paid in  cash  and/or  capital  stock  of the  Company  in the  sole
discretion of the Board. Bonus

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<PAGE>

Compensation  shall be based  upon  the  achievement  of  certain  numerate  and
non-numerate performance objectives to be established for each fiscal year which
entitle  Employee to Bonus  Compensation  targeted at fifty percent (50%) of the
Base  Salary of  Employee.  The  Company  shall pay the  Bonus  Compensation  to
Employee,  if any,  for each fiscal year of the Term within  thirty (30) days of
the  completion  by the  Company's  accountants  of their audit of the Company's
financial statements for such fiscal year.

                  4.3 Stock Options.  On the Effective  Date, the Company hereby
agrees to cause the issuance to Employee of stock options  ("Stock  Options") to
purchase shares of common stock, $.01 par value, of the Company ("Common Stock")
as follows:  Stock  Options to  purchase  225,000  shares of Common  Stock to be
issued on the  Effective  Date ("Base  Stock  Options").  Employee  will also be
eligible for  consideration  of additional stock options during each year of the
Term,  as  determined  by the  Compensation  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 "Plan").  The issuance of the Base Stock Options shall be
subject to approval of the Shareholders of the Company. The Company shall submit
for approval of its  Shareholders  at the next annual meeting of Shareholders of
the  Company,  any  increase in the shares  authorized  under the Plan as may be
necessary  for issuance of the Base Stock Options to be granted  hereunder.  The
maximum number of Base Stock Options shall be qualified  stock options under the
Plan as would not cause a  disqualification  under  applicable  Internal Revenue
Code Sections or regulations thereunder, and the remainder of Base Stock Options
shall be  non-qualified  stock  options  under the Plan.  Each Base Stock Option
shall be  exercisable  at a price equal to the Fair Market  Value (as defined in
the 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 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 the Agreement,  any unvested Base Stock Options shall lapse,
except as otherwise  provided in Section 7 below, and Employee shall have ninety
(90) days from the date of termination of his employment  with the Company,  for
any reason,  to exercise any vested Base Stock  Options (one year in the case of
termination by reason of death or disability of Employee).

                  5. Employee Benefits.

                  5.1  Benefit  Programs.  During  the Term,  Employee  shall be
entitled to participate in and receive benefits  generally made available now or
hereafter  to  executive  officers  of the Company  under all benefit  programs,
arrangements  or  perquisites  of the  Company  including,  but not  limited to,
pension and other retirement  plans,  including a 401(K) plan,  hospitalization,
surgical,  dental and major medical  coverage and short and long term disability
benefits.


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                  5.2 Vacation.  During the Term,  Employee shall be entitled to
four (4) weeks  vacation with pay during each year of his  employment  hereunder
consistent with his position as an executive  officer of the Company  (pro-rated
as necessary for partial  calendar  years during the Term);  provided,  however,
that the  vacation  days  taken do not  interfere  with  the  operations  of the
Company. Such vacation may be taken, in Employee's  discretion,  at such time or
times as are not inconsistent with the reasonable business needs of the Company.
Employee shall not be entitled to any 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  Life   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  Employee
in an amount  equal to two million  dollars  ($2,000,000)  (the "Life  Insurance
Amount"), the beneficiary of which shall be designated by Employee.

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

                  5.5  Country  Club  Membership.  During the Term,  the Company
will, promptly following the submission of documentation reasonably satisfactory
to the Company,  reimburse  Employee for annual  membership and associated  fees
paid by Employee during such fiscal year in the so-called "Gainey Ranch" country
club, or another equivalent country club.

                  6.  Expenses.  Upon  submission by Employee of a bill from his
previous employer,  the Company shall deliver to Employee's  previous employer a
check made  payable to such  employer in the  approximate  amount of  fifty-five
thousand dollars ($55,000),  in order to repay advances received by Employee for
relocation  and temporary  living  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  (other than
automobile  expenses) incurred by Employee in connection with the performance of
his duties under the Agreement.

                  7. Consequences of Termination of Employment.

                  7.1 Death.  In the event of the death of  Employee  during the
Term,  Employee's employment hereunder shall be terminated as of the date of his
death  and  Employee's  designated  beneficiary,  or,  in the  absence  of  such
designation,   the  estate  or  other  legal   representative  of  the  Employee
(collectively,  the "Estate")  shall be paid, in addition to any life  insurance
proceeds  pursuant to Section 5.3 above,  Employee's  unpaid Base Salary through
the month in which the death occurs and any unpaid Bonus  Compensation  which is
set forth in this  Agreement  or  thereafter  approved  by the  Company's  Board
(taking into account the


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<PAGE>

recommendation  of the Company's  Chief  Executive  Officer) 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  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 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 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 such termination  occurs,  plus Bonus Compensation on the same 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  the  Agreement  for Cause (as  defined  below).  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 such termination occurs.
The term "Cause" as used herein,  shall mean (i) Employee's willful  misconduct,
material  dishonesty or fraud in the performance of his duties  hereunder,  (ii)
the continued failure or refusal of Employee  (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  Employee  or  (iv)  the  entering  of a plea  of  guilty  or nolo
contendere  to, or the conviction of Employee of, a felony or any other criminal
act involving moral turpitude,  dishonesty, theft or unethical business conduct.
For purposes of this Section 7.3, 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 employment of Employee pursuant to this Section
7.3 shall be made by delivery  to Employee of a letter from the Board  generally
setting  forth a  description  of the  conduct  which  provides  the basis for a
termination of employment of Employee for Cause; provided,  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), Employee shall be given notice
of the basis for termination by the Company and a reasonable opportunity to cure
such breach.

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<PAGE>



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

                         (a) Termination. The 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 the  Agreement  is  terminated  by the  Company,
including by reason of a Constructive Termination (as defined below), other than
as a result of death or  disability  of Employee or for Cause (and other than in
connection  with a change in control of the  Company (as  defined  below)),  the
Company shall pay Employee a severance and  noncompetition  payment equal to the
sum of (x) an amount equal to the Base Salary for the remainder of the Term plus
(y) an amount equal to the Bonus Compensation  earned by the Employee in respect
of the last year  immediately  preceding the year of termination,  multiplied by
the number of years remaining in the Term  (including,  in the case of a partial
year, the fraction of such year which is remaining);  provided;  however, that a
termination  during the last twelve (12) months of the Term shall be governed by
Subsection 7.4(b)(5) below. 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.

                         (2) For purposes of the Agreement, a "change in control
of the Company"  shall be deemed to have  occurred if (i) the Company shall have
merged or  consolidated  with an  unaffiliated  entity or the Company shall have
transferred or sold all or  substantially  all of its assets to an  unaffiliated
entity,  other than a transaction  which is approved by Employee in his capacity
as a  shareholder  of the  Company,  or (ii)  there  shall  be a  change  in the
constituency  of a majority of the  members of the Board  within any twelve (12)
month  period,  other  than a  change  which  Employee  voted in favor of in his
capacity as a shareholder of the Company.

                         (3) For  purposes  of the  Agreement,  a  "Constructive
Termination"  shall be deemed to have  occurred upon (i) the removal of Employee
from or a failure of Employee to continue as Executive  Vice President and Chief
Operating Officer of the Company,  (ii) any material diminution in the nature or
scope of the authorities, powers, functions, duties or responsibilities attached
to such positions,  or (iii) the material breach by the Company of the Agreement
if, in any such case,  the Employee  does not agree to such change and elects to
terminate his employment.

                         (4) In the event of a termination  of employment by the
Company  following a change in control of the Company  (including by reason of a
Constructive  Termination),  the Company  shall pay the Employee a severance and
non-competition payment

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equal to two (2) times the sum of the Base Salary plus the Bonus Compensation in
respect  of the  year  immediately  preceding  the  year  of  termination.  Such
severance  and  non-competition  payment  shall be  payable in a lump sum on the
first day of the month following the termination. In addition, all unvested Base
Stock  Options  which were  granted  prior to the date of  termination  shall be
deemed to have vested on the date of such change in control.

                         (5) If this Agreement is not renewed beyond the Term by
the parties  hereto or if the Agreement is terminated by the Company (other than
as a result of death or  disability  of  Employee or for Cause and other than in
connection  with a change in  control),  including  by reason of a  Constructive
Termination,  in  accordance  with this  Section 7 during the last  twelve  (12)
months  of  the  Term,   the  Company   shall  pay  Employee  a  severance   and
noncompetition  payment  equal  to the sum of (x) an  amount  equal  to the Base
Salary in respect of the year immediately preceding the year of termination plus
(y) an amount equal to the Bonus  Compensation  earned by Employee in respect of
the year  immediately  preceding  the year of  termination.  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.  In
addition,  all unvested Base Stock Options shall be deemed to have vested on the
date of such termination.

                         (6) 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  voluntary
termination.

                         (7) The Employee  shall not be required to mitigate the
amount of any  severance  and  non-competition  payment  provided  for under the
Agreement by seeking other employment or otherwise.

                  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 Valentec  except (i) while employed by the Company or
Valentec,  in the  business of and for the benefit of the Company or Valentec 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  Valentec,  or  by  any  administrative  body  or  legislative  body
(including  a  committee  thereof)  with  jurisdiction  to order the  Company or
Valentec to divulge, disclose or make accessible such information.  For purposes
of the Agreement,  "Confidential  Information" shall mean non-public information
concerning  the  Company's  or  Valentec's  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 Valentec,  that, in
any case, is not otherwise generally

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available to the public and has not been disclosed by the Company or Valentec to
others  not  subject  to  confidentiality  agreements.  In the event  Employee's
employment is terminated  hereunder for any reason,  he immediately shall return
to the Company or Valentec all Confidential Information in his possession.

                  8.2 The  Employee  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
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 or Valentec,  as the case may be.
Accordingly,  the Employee agrees that the Company and/or Valentec,  in addition
to pursuing  any other  remedies it 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  survive the  termination  of the Agreement for the greater of (x) the
period in which severance and non-competition  payments are made pursuant to the
Agreement or (y) two years from the date the Agreement is terminated.

                  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 or  Valentec,  as the case may be: (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  (currently  the  manufacture  and sale of (i)
automotive airbags and (ii) military ordnance  products) or Valentec  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 Valentec 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 or Valentec.

                  9.2 During the Non-Competition  Period,  Employee agrees that,
without the prior  written  consent of the Company or Valentec,  as the case may
be, (and other than on behalf of the Company or Valentec),  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

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has been employed by the Company or Valentec at any time during the one (1) year
period 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 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 Employee agrees that any breach of the covenants contained in this
Section 9 would irreparably injure the Company or Valentec,  as the case may be.
Accordingly,  the Employee agrees that the Company, or Valentec, as the case may
be, in addition to pursuing any other  remedies it 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 survive the  termination  of the  Agreement  for the greater of (x) one year
from the date of such  termination  and (y) the  period in which  severance  and
non-competition payments are made to Employee pursuant to this Agreement (herein
referred to as the "Non-Competition Period").

                  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.
                           3190 Pullman Street
                           Costa Mesa, California 92626
                           Telephone: (714) 662-7756
                           Telecopy: (714) 662-7649
                           Attention: Chief Executive Officer

or to its  principal  executive  offices  as set forth on the cover  page of its
latest filing with the Securities and Exchange Commission, if different.

To Employee:               Thomas W. Cresante
                           8656 E. Larkspar
                           Scottsdale, AZ 85260

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or  to  such  other  address  as is reflected in  the  Company's records  as the
Employee's principal residence.

                  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, the
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 capital
stock of the Company.

                  13. No Assignment. Except as contemplated by Section 12 above,
the Agreement shall not be assignable or otherwise transferable by either party.

                  14.  Amendment or  Modification;  Waiver.  No provision of the
Agreement may be amended or waived unless such amendment or waiver is authorized
by the  Board  and is agreed to in  writing,  signed by  Employee  and by a duly
authorized officer of the Company.  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. Fees and Expenses.  If either party  institutes any action
or proceedings to enforce any rights the party has under this Agreement,  or for
damages by reason of any alleged breach of any provision of this  Agreement,  or
for a  declaration  of each party's  rights or  obligations  hereunder or to set
aside any provision  hereof,  or for any other judicial  remedy,  the prevailing
party shall be entitled to reimbursement  from the other party for its costs and
expenses incurred thereby,  including but not limited to, reasonable  attorneys'
fees and disbursements.

                  16. 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.

                  17.  Titles.  Titles to the  Sections  in this  Agreement  are
intended  solely for  convenience  and no provision  of this  Agreement is to be
construed by reference to the title of any Section.

                  18.  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  which together shall constitute one agreement.  It shall not
be necessary for each party to sign each  counterpart  so long as each party has
signed at least one counterpart.


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<PAGE>



                  19.  Severability.  Any term or  provision  of this  Agreement
which  is  invalid  or  unenforceable  in any  jurisdiction  shall,  as to  such
jurisdiction,   be   ineffective   to  the   extent   of  such   invalidity   or
unenforceability  without rendering invalid or unenforceable the remaining terms
and


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<PAGE>


provisions of the Agreement or affecting the validity or  enforceability  of any
of the terms and provisions of the Agreement in any other jurisdiction.

                  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:   
                                     -------------------------------------
                              Name:  Robert A. Zummo
                              Title: President and Chief Executive Officer


                                     -------------------------------------
                                     Thomas W. Cresante

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