Automotive Safety Components International Limited
                            Penyfan Industrial Estate
                             Crumlin, Gwent, NP1 4EF


                                                                    May 18, 1998

John Laurence Hakes
Overhanger
Hindhead Road
Haslemere, Surrey, GU27 1LP

Dear John:

     As you know,  the  reverse  merger of  Valentec  International  Corporation
("Valentec") into a wholly-owned subsidiary of Safety Components  International,
Inc. ("SCI") has been completed in the United States and Valentec  International
Limited  ("VIL") has been  separated  into a private UK company  independent  of
SCI's  wholly-owned UK subsidiary,  Automotive Safety  Components  International
Limited ("ASCIL").  This makes your positions as President,  European Operations
of SCI and as  President of ASCIL  redundant,  effective at the end of May 1998.
However,  both ASCIL and VIL will require certain services from you for the next
12 months.

     In light of these developments,  this letter will confirm our understanding
that,  effective  immediately (the "Effective Date"), your employment  agreement
with VIL and ASCIL,  dated as of June 1, 1995 (the  "Employment  Agreement")  is
hereby terminated.  In consideration of the payments and other consideration set
forth in this letter agreement (collectively,  the "Consideration"),  you hereby
agree to (i) resign as the President,  European  Operations of ASCIL and any and
all  other  positions  and  directorships  currently  held by you with SCI or an
affiliate or subsidiary thereof (VIL, ASCIL, SCI and their respective affiliates
are collectively  referred to herein as the "Company"),  (ii) relinquish any and
all rights under the Employment  Agreement,  substituting  this Letter Agreement
therefor and (iii) continue to provide certain services to both VIL and ASCIL as
described  below.  You hereby agree that the  Consideration  offered hereby will
fully  terminate the Employment  Agreement and your  employment as an officer of
ASCIL, and any possible claims arising from or through that relationship.

     1. Positions Offered Hereby.

     (a) At our  request,  you will  continue  to be employed by VIL as Managing
Director  for a period of 12 months from the  Effective  Date and shall  perform
such duties and  exercise  such powers as shall from time to time be  reasonably
and  lawfully  required of you by the Board of  Directors of VIL and shall serve
VIL and any  associated  company to the best of your  ability  and use your best
endeavors to promote the interests and welfare of VIL and any associated company
and shall  conform to the  directions  of the Board of  Directors  of VIL in the
performance


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of your duties and shall perform such specific duties in relation to VIL and any
associated  company  as the  Board of  Directors  of VIL may  from  time to time
require.

     (b) Further,  for a period of 12 months from the Effective  Date,  you will
serve as a consultant  to ASCIL and provide such services as may be requested of
you by the Board of Directors of ASCIL.

2.   Compensation

     Upon  the  acknowledgment  by you of this  Letter  Agreement,  you  will be
entitled to receive from ASCIL and VIL (as they shall allocate between them), as
consideration  for the termination of your Employment  Agreement and as complete
compensation for your continued employment with VIL and consulting for ASCIL for
the 12  month  period  following  the  Effective  Date,  a lump sum  payment  of
(pound)146,688  (British pounds) (less applicable  withholding taxes),  which is
equal to the  combined  salary  paid to you by ASCIL and VIL during the one year
period  immediately prior to the Effective Date. You will also be compensated by
VIL at the  previously  agreed  rates for any export  revenues  received  by VIL
during the 12 month period following the Effective Date.

3.   Other Benefits

     (a) For a period of 12 months from the Effective Date, ASCIL shall continue
to pay all insurance  premiums due under your life  insurance  policy  currently
maintained pursuant to the Employment Agreement.

     (b) For a period of 12 months from the Effective Date, you will be entitled
to be a member of VIL's  Contributory  Pension  Scheme on the  normal  terms and
conditions from time to time applicable to that scheme in respect of directors.

     (c) In addition to the foregoing,  stock options to purchase  35,000 shares
of common  stock of SCI granted to you under SCI's 1994 Stock  Option Plan shall
be deemed to have  vested as of the  Effective  Date and you will be entitled to
exercise such options  during the 12 month period  following the Effective  Date
and for a 30 day period thereafter.

     (d) Further, the Company acknowledges that you will be entitled to keep the
automobile which was awarded to you as your 1996/1997 annual  performance  bonus
and which is already in your possession.



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4.   Restrictive Covenants

     (a)  Nondisparagement.  You hereby  agree not to comment  adversely or make
disparaging remarks concerning the Company or any of their respective  officers,
and the Company  agrees not to comment  adversely  or make  disparaging  remarks
concerning you.

     (b)  Confidentiality  of this  Letter  Agreement.  You hereby  agree not to
disclose the terms of this Letter  Agreement  or to otherwise  provide a copy of
this Letter Agreement to anyone (except your professional advisors and except as
may be required by applicable law).

5.   Employment Agreement

     Except for  Sections  4.5  (Holidays),  4.6 (Out of Pocket  Expenses),  5.1
(Service),  5.2  (Confidentiality),  5.3 ([no heading]),  5.4 (Inventions),  5.5
(Restraint  on  Competition),  5.6  (Copyright),  6 (Scope of  Restrictions  and
Application),  7.1 ([no heading]),  7.2 ([no heading]),  7.3 ([no heading]), 7.4
([no heading]), 8 (Holding Out), 9 (Notices),  10 (Relevant Law), 11 (Overriding
Legislation),  12  (Individual  Clause  Construction),  17  (Assignment)  and 18
(Grievance) of the Employment Agreement, which are hereby incorporated herein by
reference  as if fully set forth  herein,  the  Employment  Agreement  is hereby
terminated and of no further force or effect.

6.   General Provisions

     (a) This Letter  Agreement,  together  with the release  annexed  hereto as
Exhibit A,  constitutes  the  entire  understanding  of ASCIL,  VIL and you with
respect to the subject matter hereof,  and supersedes all prior  understandings,
written or oral. The terms of this Letter Agreement may be changed,  modified or
discharged  only by an instrument  in writing  signed by the parties  hereto.  A
failure of a party to insist on strict  compliance  with any  provision  of this
Letter  Agreement  shall not be deemed a waiver of such  provision  or any other
provision hereof.  The invalidity or  unenforceability  of any provision of this
Letter  Agreement shall in no way affect the validity or  enforceability  of any
other  provision.  In the event that any  provision of this Letter  Agreement is
determined  to be so  broad  as to be  unenforceable,  such  provision  shall be
interpreted to be only so broad as is enforceable.

     (b) In the event of any  material  breach of this  Agreement  (including  a
payment obligation), the nonbreaching party shall be relieved of its obligations
hereunder.

     (c) This Agreement shall be binding upon the parties hereto
and their respective heirs, successors and assigns.


   
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     If the foregoing is in  accordance  with our  understanding,  kindly sign a
copy of this letter in the space provided  below and return it to us,  whereupon
this  letter  shall  constitute  a binding  agreement  between us as of the date
hereof.

                     Sincerely,
                     AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL LIMITED
                     By:     /s/Robert A. Zummo
                             ------------------
                     Name:
                     Title:


                     VALENTEC INTERNATIONAL LIMITED
                     By:     /s/ Robert A. Zummo
                             ------------------- 
                     Name:
                     Title:

Agreed To and Accepted as of the date hereof:


    /s/ John Laurence Hakes
    -----------------------
        JOHN LAURENCE HAKES



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