SUBSIDIARY GUARANTY


                  SUBSIDIARY  GUARANTY,  dated as of May 21,  1997 (as  amended,
modified or supplemented  from time to time, "this  Guaranty"),  made by each of
the undersigned  (each,  together with its successors and assigns, a "Guarantor"
and  collectively,  the  "Guarantors"),  with KEYBANK  NATIONAL  ASSOCIATION,  a
national banking association, as Administrative Agent (herein, together with its
successors and assigns in such capacity, the "Administrative  Agent") for itself
and the other Lenders (defined below), for the benefit of (i) the Administrative
Agent, (ii) the Lenders from time to time party to the Credit Agreement referred
to below, and (iii) the Hedge Creditors referred to below:

                  PRELIMINARY STATEMENTS:

                  (1) Except as otherwise defined herein,  terms used herein and
defined in the Credit  Agreement  (as  defined  below)  shall be used  herein as
therein defined.

                  (2) This  Guaranty is made  pursuant to the Credit  Agreement,
dated as of the date hereof (herein,  as amended or otherwise modified from time
to time, the "Credit Agreement"), among Safety Components International, Inc., a
Delaware  corporation  (herein,  together with its successors  and assigns,  the
"Company"),  the other Borrowers named therein, the financial institutions named
as lenders therein,  and the Administrative  Agent, as agent for the Lenders (as
defined in the Credit  Agreement),  providing,  among other things, for loans or
advances or other extensions of credit to or for the benefit of the Borrowers of
up to  $27,000,000,  with such loans or advances  being  evidenced by promissory
notes (the "Notes",  such term to include all notes and other securities  issued
in exchange therefor or in replacement thereof).

                  (3) The  Company or any of its  Subsidiaries  may from time to
time be party to one or more  Designated  Hedged  Agreements  (as defined in the
Credit  Agreement).  Any institution that  participates,  and in each case their
subsequent  assigns,  as  a  counterparty  to  any  Designated  Hedge  Agreement
(collectively,  the "Hedge Creditors," and the Hedge Creditors together with the
Lenders,  collectively  the  "Creditors"),  shall  benefit  hereunder  as herein
provided.  This Guaranty is made for the pro rata benefit of the  Administrative
Agent and the  Creditors  to  guarantee  the  payment  of the  principal  of and
interest on the Notes and the payment and  performance by the Borrowers of their
obligations under the Credit Agreement,  the other Credit Documents to which any
Borrower is a party,  and the payment and  performance  by the Company or any of
its  Subsidiaries of its obligations  under Designated  Hedge  Agreements.  This
Guaranty is one of the Credit Documents referred to in the Credit Agreement.

                  (4) Each Guarantor is a direct or indirect Subsidiary  of  the
Company.

                  (5) It is a condition  to the making of Loans and the issuance
of and  participation in, Letters of Credit under the Credit Agreement that each
Guarantor shall have executed and delivered this Guaranty.


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                  (6) Each Guarantor will obtain benefits from the incurrence of
Loans by, and the  issuance of Letters of Credit for the account of, the Company
and the other Borrowers under the Credit Agreement and, accordingly,  desires to
execute  this  Guaranty  in order to satisfy  the  conditions  described  in the
preceding paragraph and to induce the Lenders to make Loans to, and to issue and
participate  in Letters of Credit for the  account of, the  Borrowers  or any of
their Subsidiaries.

                  NOW,  THEREFORE,  in  consideration of the foregoing and other
benefits  accruing to each  Guarantor,  the receipt and sufficiency of which are
hereby acknowledged,  each Guarantor hereby makes the following  representations
and  warranties  to the  Administrative  Agent  and  the  Creditors  and  hereby
covenants and agrees with the Administrative Agent and each Creditor as follows:

         1.   Each   Guarantor,   jointly   and   severally,   irrevocably   and
unconditionally guarantees:

         (i) to the Lenders the full and prompt payment when due (whether at the
stated  maturity,  by  acceleration  or  otherwise)  of (x) the principal of and
interest on the Notes issued by, and the Loans made to, the Borrowers  under the
Credit  Agreement and all  reimbursement  obligations  and Unpaid  Drawings with
respect to Letters of Credit issued under the Credit Agreement and (y) all other
obligations  (including  obligations  which,  but for any  automatic  stay under
section 362(a) of the Bankruptcy Code,  would become due) and liabilities  owing
by the Borrowers to the Lenders under the Credit Agreement  (including,  without
limitation,  indemnities,  Fees and interest  thereon) now existing or hereafter
incurred under, arising out of or in connection with the Credit Agreement or any
other Credit  Document and the due  performance and compliance with the terms of
the Credit Documents by the Borrowers (all such principal, interest, liabilities
and  obligations   being  herein   collectively   called  the  "Credit  Document
Obligations"); and

         (ii) to each  Hedge  Creditor  the full  and  prompt  payment  when due
(whether  at  the  stated  maturity,   by  acceleration  or  otherwise)  of  all
obligations  (including  obligations  which,  but for any  automatic  stay under
section 362(a) of the Bankruptcy Code,  would become due) and liabilities  owing
by the Company or any of its Subsidiaries  under any Designated Hedge Agreement,
whether now in existence  or  hereafter  arising,  and the due  performance  and
compliance by the Company and any such Subsidiary with all terms, conditions and
agreements  contained therein (all such obligations and liabilities,  the "Hedge
Obligations",  and the  Hedge  Obligations  together  with the  Credit  Document
Obligations, collectively the "Guaranteed Obligations").

Each Guarantor  understands,  agrees and confirms that the Creditors may enforce
this Guaranty up to the full amount of the  Guaranteed  Obligations  against any
Guarantor without proceeding against any other Guarantor,  any Borrower or other
person, against any security for the Guaranteed Obligations,  or under any other
guaranty covering all or a portion of the Guaranteed  Obligations.  All payments
by each  Guarantor  under  this  Guaranty  shall  be made on the  same  basis as
payments by the Borrowers under sections 5.2 and 5.3 of the Credit Agreement.


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         2. Additionally, each Guarantor, jointly and severally, unconditionally
and irrevocably, guarantees the payment of any and all Guaranteed Obligations to
the Creditors,  whether or not due or payable by the obligor  thereon,  upon the
occurrence in respect of the Company or any other  Borrower of any of the events
specified in section 10.1(g) of the Credit Agreement,  and  unconditionally  and
irrevocably,  jointly and severally, promises to pay such Guaranteed Obligations
to the Administrative Agent, for the benefit of the Administrative Agent and the
Creditors, on demand, in lawful money of the United States.

         3.  The  liability  of  each  Guarantor   hereunder  is  exclusive  and
independent  of any security for or other  guaranty of the  indebtedness  of any
Borrower  whether  executed by such Guarantor,  any other  Guarantor,  any other
guarantor or by any other person, and the liability of each Guarantor  hereunder
shall not be  affected or impaired by (i) any  direction  as to  application  of
payment by any Borrower or by any other  person,  (ii) any other  continuing  or
other guaranty,  undertaking or maximum liability of a guarantor or of any other
person  as to the  indebtedness  of any  Borrower,  (iii) any  payment  on or in
reduction  of any such other  guaranty  or  undertaking,  (iv) any  dissolution,
termination or increase,  decrease or change in personnel by any Borrower or (v)
any payment made to any Creditor on the  indebtedness  which any Creditor repays
to any  Borrower  pursuant  to court  order in any  bankruptcy,  reorganization,
arrangement,  moratorium or other debtor relief  proceeding,  and each Guarantor
waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding.

         4. The  obligations of each Guarantor  hereunder are independent of the
obligations of any other Guarantor,  any other guarantor or any Borrower,  and a
separate action or actions may be brought and prosecuted  against each Guarantor
whether  or not  action  is  brought  against  any  other  Guarantor,  any other
guarantor  or any  Borrower  and whether or not any other  Guarantor,  any other
guarantor  of any  Borrower  or any  Borrower  be joined  in any such  action or
actions.

         5. Each  Guarantor  hereby waives notice of acceptance of this Guaranty
and  notice of any  liability  to which it may  apply,  and  waives  promptness,
diligence,  presentment,  demand of  payment,  protest,  notice of  dishonor  or
nonpayment  of any such  liabilities,  suit or  taking  of other  action  by the
Administrative Agent or any other Creditor against, and any other notice to, any
party liable thereon  (including  such  Guarantor or any other  guarantor of any
Borrower).

         6. Any  Creditor  may at any time and  from  time to time  without  the
consent of or notice to, any Guarantor, without incurring responsibility to such
Guarantor,  without  impairing or releasing the  obligations  of such  Guarantor
hereunder upon or without any terms or conditions and in whole or in part ( but,
in each case, in accordance  with the Credit  Agreement or the Designated  Hedge
Agreement, as the case may be):

                  (i) change the manner,  place or terms of payment  of,  and/or
         change or extend the time of  payment  of,  renew or alter,  any of the
         Guaranteed  Obligations,   any  security  therefor,  or  any  liability
         incurred  directly or indirectly in respect  thereof,  and the guaranty
         herein made shall apply to the  Guaranteed  Obligations  as so changed,
         extended, renewed or altered;

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                  (ii)  sell,  exchange,  release,  surrender,  realize  upon or
         otherwise  deal with in any  manner  and in any order any  property  by
         whomsoever  at any time pledged or  mortgaged  to secure,  or howsoever
         securing,  the Guaranteed Obligations or any liabilities (including any
         of those hereunder)  incurred directly or indirectly in respect thereof
         or hereof, and/or any offset thereagainst;

                  (iii)  exercise or refrain from  exercising any rights against
         any Borrower or others or otherwise act or refrain from acting;

                  (iv) settle or compromise any of the  Guaranteed  Obligations,
         any  security  therefor  or  any  liability  (including  any  of  those
         hereunder)  incurred  directly  or  indirectly  in  respect  thereof or
         hereof,  and may  subordinate the payment of all or any part thereof to
         the payment of any  liability  (whether  due or not) of any Borrower to
         creditors of such Borrower;

                  (v) apply any sums by whomsoever  paid or whomsoever  realized
         to any  liability  or  liabilities  of any  Borrower  to the  Creditors
         regardless of what liabilities of such Borrower remain unpaid;

                  (vi)  consent to or waive any breach of, or any act,  omission
         or default under, any of the Credit Documents or any of the instruments
         or  agreements  referred  to therein,  or  otherwise  amend,  modify or
         supplement any of the Credit Documents or any of such other instruments
         or agreements; and/or

                  (vii)  act or fail to act in any  manner  referred  to in this
         Guaranty  which may deprive such  Guarantor of its right to subrogation
         against any Borrower to recover full  indemnity  for any payments  made
         pursuant to this Guaranty.

         7. No invalidity,  irregularity or  unenforceability of all or any part
of the Guaranteed  Obligations or of any security therefor shall affect,  impair
or be a defense to this Guaranty,  and this Guaranty shall be primary,  absolute
and unconditional  notwithstanding  the occurrence of any event or the existence
of any other circumstances which might constitute a legal or equitable discharge
of a surety or guarantor except payment in full of the Guaranteed Obligations.

         8. This Guaranty is a continuing  one and all  liabilities  to which it
applies or may apply under the terms  hereof shall be  conclusively  presumed to
have been  created in  reliance  hereon.  No failure or delay on the part of the
Administrative Agent or any Creditor in exercising any right, power or privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any  right,  power or  privilege  hereunder  preclude  any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and  remedies  herein  expressly  specified  are  cumulative  and not
exclusive of any rights or remedies which any Creditor would  otherwise have. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to
any  other  further  notice  or  demand in  similar  or other  circumstances  or
constitute a waiver of the rights of any Creditor to any other or further action
in any circumstances without notice or demand. It is not necessary for the

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Administrative  Agent or any  Creditor to inquire into the capacity or powers of
the Company or any of its Subsidiaries or the officers,  directors,  partners or
agents acting or purporting to act on its behalf,  and any indebtedness  made or
created  in  reliance  upon  the  professed  exercise  of such  powers  shall be
guaranteed hereunder.

         9.  Any  Indebtedness  of any  Borrower  now or  hereafter  held by any
Guarantor is hereby  subordinated  to the  Indebtedness  of such Borrower to the
Creditors;  and such  indebtedness  of such  Borrower to any  Guarantor,  if the
Administrative Agent, after an Event of Default has occurred so requests,  shall
be  collected,  enforced  and  received  by such  Guarantor  as trustee  for the
Creditors and be paid over to the  Administative  Agent,  for the benefit of the
Creditors, on account of the Indebtedness of such Borrower to the Creditors, but
without  affecting or impairing  in any manner the  liability of such  Guarantor
under  the  other  provisions  of  this  Indebtedness  of any  Borrower  to such
Guarantor,  such Guarantor shall mark such note or negotiable  instrument with a
legend that the same is subject to this subordination.

         10. (a) Each Guarantor waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Administrative  Agent or
any of the Creditors  to:(i) proceed against any Borrower,  any other Guarantor,
any other guarantor of any Borrower or any other party;  (ii) proceed against or
exhaust any  security  held from any  Borrower,  any other  Guarantor  any other
guarantor of any  Borrower or any other party;  or (iii) pursue any other remedy
in the Administrative Agent's or the Creditors' power whatsoever. Each Guarantor
waives,  to the extent  permitted by  applicable  law,  any defense  based on or
arising  out of any  defense of any  Borrower,  any other  Guarantor,  any other
guarantor  of any  Borrower or any other party other than  payment in respect of
the Guaranteed  Obligations or that the Guaranteed  Obligations  are not yet due
and payable, including,  without limitation, any defense based on or arising out
of the disability of any Borrower,  any other Guarantor,  any other guarantor of
any Borrower or any other  person,  or the  unenforceability  of the  Guaranteed
Obligations or any part thereof from any cause,  or the cessation from any cause
of the liability of any Borrower other than payment in respect of the Guaranteed
Obligations.  The Creditors  may, at their  election,  foreclose on any security
held by the Administrative Agent, the Collateral Agent or the other Creditors by
one or more judicial or  nonjudicial  sales,  whether or not every aspect of any
such sale is  commercially  reasonable  (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Administrative  Agent
or the  Creditors  may have  against  any  Borrower or any other  party,  or any
security,  without  affecting  or  impairing  in any  way the  liability  of any
Guarantor  hereunder  except to the extent the Guaranteed  Obligations have been
paid.

         (b) Each Guarantor  waives,  to the extent permitted by applicable law,
all  presentments,  demands for  performance,  protests and notices,  including,
without limitation,  notices of nonperformance,  notices of protest,  notices of
dishonor,  notices of acceptance of this Guaranty, and notices of the existence,
creation or incurring of new or additional indebtedness.  Each Guarantor assumes
all  responsibility  for being and keeping  itself  informed of each  Borrower's
financial condition and assets, and of all other circumstances  bearing upon the
risk of  nonpayment  of the  Guaranteed  Obligations  and the nature,  scope and
extent of the risks which such Guarantor assumes and incurs

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hereunder, and agrees that the Administrative Agent and the Creditors shall have
no duty to advise any  Gurantor  of  information  known to them  regarding  such
circumstances or risks.

         (c) Until  such time as the  Guaranteed  Obligations  have been paid in
full in cash or Cash  Equivalents,  each  Guarantor  hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether contractual, under section 509 of the Bankruptcy Code, or otherwise) to
the claims of the  Creditors  against any Borrower,  any other  Guarantor or any
other guarantor of the Guaranteed Obligations and all contractual,  statutory or
common law rights of reimbursement,  contribution or indemnity from any Borrower
or any other  Guarantor  which it may at any time  otherwise have as a result of
this Guaranty.

         11. If and to the extent  that any  Guarantor  makes any payment to any
Creditor or to any other person pursuant to or in respect of this Guaranty,  any
claim which such Guarantor may have against any Borrower by reason thereof shall
be  subject  and  subordinate  to the prior  payment  in full of the  Guaranteed
Obligations to each Creditor.

         12.  Each  Guarantor  covenants  and agrees  that on and after the date
hereof and until the  termination of the Total  Commitment and when no Letter of
Credit or Note remains outstanding and all Guaranteed Obligations have been paid
in full, such Guarantor shall take, or will refrain from taking, as the case may
be, all actions that are necessary to be taken or not taken so that no violation
of any  provision,  covenant  or  agreement  contained  in section 8 or 9 of the
Credit Agreement,  and so that no Default or Event of Default,  is caused by the
actions of such Guarantor or any of its Subsidiaries.

         13. The Guarantors  hereby  jointly and severally  agree to pay, to the
extent not paid pursuant to section 13.1 of the Credit Agreement, all reasonable
out-of-pocket  costs  and  expenses  of each  Creditor  in  connection  with the
enforcement  of this  Guaranty  and any  amendment,  waiver or consent  relating
hereto (including,  without limitation, the reasonable fees and disbursements of
counsel employed by the Administative Agent or any of the Creditors).

         14.  This  Guaranty  shall  be  binding  upon  each  Guarantor  and its
successors  and  assigns,  and shall inure to the benefit of the  Administrative
Agent and the Creditors and their successors and assigns to the extent permitted
under the Credit Agreement (or any Designated Hedge Agreement, in the case of an
Hedge Creditor).

         15.  Neither  this  Guaranty nor any  provision  hereof may be changed,
waived, discharged or terminated except with the written consent of the Required
Lenders  (or to the extent  required by section  13.12 of the Credit  Agreement,
with the written consent of each Lender) and each Guarantor affected thereby (it
being  understood that the addition or release of any Guarantor  hereunder shall
not  constitute  a  change,  waiver,  discharge  or  termination  affecting  any
Guarantor other than the Guarantor so added or released).


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         16. Each Guarantor acknowledges that an executed (or conformed) copy of
each of the Credit Documents has been made available to its principal  executive
officers and such officers are familiar with the contents thereof.

         17. In addition to any rights now or hereafter granted under applicable
law and not by way of limitation  of any such rights,  upon the  occurrence  and
during the  continuance  of an Event of Default (such term to mean any "Event of
Default" as defined in the Credit  Agreement  or any payment  default  under any
Designated Hedge Agreement after any applicable grace period),  each Creditor is
hereby  authorized  at any time or from  time to time,  without  notice  to such
Guarantor or to any other person, any such notice being expressly waived, to set
off and to appropriate  and apply any and all deposits  (general or special) and
any other  indebtedness at any time held or owing by such Creditor to or for the
credit  or  the  account  of  such  Guarantor,  against  and on  account  of the
obligations  and  liabilities  of such  Guarantor  to such  Creditor  under this
Guaranty,  irrespective  of  whether  or not such  Creditor  shall have made any
demand hereunder and although said obligations, liabilities, deposits or claims,
or any of them,  shall be  contingent  or  unmatured.  Each  Creditor  agrees to
promptly notify the relevant  Guarantor after any such set off and  application,
provided,  however  that the  failure to give such  notice  shall not affect the
validity of such set off and application.

         18. All  notices  requests,  demands or other  communications  pursuant
hereto  shall  be made  in  writing  (including  telegraphic,  telex,  facsimile
transmission  or  cable   communication)  and  mailed,   telegraphed,   telexed,
transmitted,  cabled or delivered, if to any Guarantor, at the address specified
for it in Schedule I hereto;  if to the  Administrative  Agent or any Lender, as
provided in the Credit Agreement;  if to any Hedge Creditor,  as provided in the
Designated  Hedge Agreement to which it is a party; or in any case at such other
address as any of the persons  listed above may  hereafter  notify the others in
writing.  All such  notices  and  communication  shall be  mailed,  telegraphed,
telexed,  facsimile  transmitted,  or cabled or sent by overnight  courier,  and
shall be effective when received.

         19. If claim is ever made upon any Creditor  for  repayment or recovery
of any  amount or  amounts  received  in  payment  or on  account  of any of the
Guaranteed  Obligations  and any of the  aforesaid  payees repays all or part of
said  amount  by  reason  of (i) any  judgment,  decree or order of any court or
administrative  body having  jurisdiction over such payee or any of its property
or (ii) any  settlement or  compromise of any such claim  effected by such payee
with any such claimant  (including  any  Borrower),  then and in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor,  notwithstanding  any revocation hereof or
other  instrument  evidencing any liability of any Borrower,  and such Guarantor
shall be and remain liable to the aforesaid  payees  hereunder for the amount so
repaid or  recovered  to the same extent as if such amount had never  originally
been received by any such payee.

         20. (a) THIS GUARANTY AND THE RIGHTS AND  OBLIGATIONS  OF THE CREDITORS
AND  OF THE  UNDERSIGNED  HEREUNDER  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with  respect to this  Guaranty may be brought in the Courts of the State of New
York, or of the United States of America for the Southern District of New York,

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and,  by  execution  and  delivery  of  this  Guaranty,  each  Guarantor  hereby
irrevocably  accepts for itself and in respect of its  property,  generally  and
unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby
irrevocably  consents to the service of process out of any of the aforementioned
courts in any such  action or  proceeding  by the  mailing of copies  thereof by
registered mail, return receipt requested,  to each Guarantor at its address set
forth  opposite its signature  below,  such service to become  effective 30 days
after such mailing,  or such earlier time as may be provided by applicable  law.
Nothing herein shall affect the right of the Administrative  Agent or any of the
Creditors to serve  process in any other manner  permitted by law or to commence
legal  proceedings  or otherwise  proceed  against  each  Guarantor in any other
jurisdiction.

         (b) Each Guarantor hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid  actions or
proceedings  arising  out of or in  connection  with this  Guaranty or any other
Credit  Document  brought in the courts  referred to in section  20(a) above and
hereby further  irrevocably  waives and agrees not to plead or claim in any such
court that such action or proceeding  brought in any such court has been brought
in an inconvenient forum.

         (c) Each Guarantor,  the Administrative  Agent and each Creditor hereby
irreovably  waives all rights to a trial by jury in any  action,  proceeding  or
counterclaim  arising  out of or  relating to this  Guaranty,  the other  Credit
Documents or the transactions contemplated hereby or thereby.

         21. In the event that all of the capital stock of one or more Gurantors
is  sold  or  otherwise  disposed  of  or  liquidated  in  compliance  with  the
requirements  of  section  9.2 of the  Credit  Agreement  (or such sale or other
disposition has been approved in writing by the Required Lenders (or all Lenders
if required by section 13.12 of the Credit  Agreement)) and the proceeds of such
sale,  disposition  or liquidation  are applied,  to the extent  applicable,  in
accordance with the provisions of the Credit Agreement, such Gurarantor shall be
released from this Guaranty and this Guaranty  shall,  as to each such Guarantor
or  Guarantors,  terminate,  and have to  further  force  or  effect  (it  being
understood and agreed that the sale of one or more persons that own, directly or
indirectly,  all of the capital stock or other equity  interests of any Gurantor
shall be deemed to be a sale of such  Guarantor for the purposes of this section
21).

         22. Each Guarantor, in addition to the subrogation rights it shall have
against any Borrower  under  applicable  law as a result of any payment it makes
hereunder,  shall also have a right of contribution against all other Guarantors
in respect of any such payment pro rata among same based on their respective net
fair value as  enterprises,  provided  any such right of  contribution  shall be
subject  and  subordinate  to the  prior  payment  in  full  of  the  Guaranteed
Obligations (and such  Guarantor's  obligations in respect  thereof).  It is the
desire and intent of each  Guarantor and the Creditors  that this Guaranty shall
be enforced to the fullest extent permissible under the laws and public policies
applied in each  jurisdiction  in which  enforcement  is  sought.  If and to the
extent that the  obligations of any Guarantor  under this Guaranty would, in the
absence of this sentence,  be adjudicated to be invalid or unenforceable because
of any  applicable  state or federal law relating to fraudulent  conveyances  or
transfers, then the amount of such Guarantor's liability hereunder in respect

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of the  Guaranteed  Obligations  shall be deemed to be reduced ab initio to that
maximum  amount  which  would be  permitted  without  causing  such  Guarantor's
obligations hereunder to be so invalidated.

         23. The Creditors  agree that this Guaranty may be enforced only by the
action of the Administrative Agent, acting upon the instructions of the Required
Lenders,  and that no  Creditor  shall  have any right  individually  to seek to
enforce or to  enforce  this  Guaranty  or to realize  upon the  security  to be
granted by the  Security  Documents,  it being  understood  and agreed that such
rights  and  remedies  may be  exercised  by  the  Administrative  Agent  or the
Collateral  Agent  for the  benefit  of the  Creditors  upon  the  terms of this
Guaranty and the  Security  Documents.  The  Creditors  further  agree that this
Guaranty may not be enforced  against any  director,  officer or employee of any
Guarantor.

         24. This Guaranty may be executed in any number of counterparts  and by
the different  parties  hereto on separate  counterparts,  each of which when so
executed and  delivered  shall be an original,  but all of which shall  together
constitute one and the same  instrument.  A set of counterparts  executed by all
the parties hereto shall be lodged with the Company and the Administative Agent.

                                                 
                                        9

<PAGE>



         IN WITNESS  WHEREOF,  each  Guarantor  has caused  this  Guaranty to be
executed and delivered as of the date first above written.

                          AUTOMOTIVE SAFETY COMPONENTS,
                                   INTERNATIONAL, INC.


                          By:
                              ------------------------------
                              Executive Vice President


                          ASCI HOLDINGS GERMANY (DE), INC.


                          By:
                              ------------------------------
                              Executive Vice President


                          ASCI HOLDINGS CZECH (DE), INC.


                          By:
                              ------------------------------
                              Executive Vice President



                          ASCI HOLDINGS MEXICO (DE), INC.


                          By:
                              ------------------------------
                              Executive Vice President


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


                          By:
                              ------------------------------
                              Executive Vice President


                                       10

<PAGE>


                          ASCI HOLDINGS ASIA (DE), INC.


                          By:
                              ------------------------------
                              Executive Vice President


                          VALENTEC SYSTEMS, INC.



                          By:
                              ------------------------------
                              Executive Vice President


                          GALION, INC.


                          By:
                              ------------------------------
                              Executive Vice President


                                       11