AGREEMENT

     THIS  AGREEMENT  (this  "Agreement")  effective as of this 9th day of March
1998,  is made and entered  into by and  between  Automotive  Safety  Components
International,  Inc., a Delaware  corporation (the "Company"),  and Paul M. Betz
("Employee").

                              W I T N E S S E T H :

     WHEREAS, the Company desires to employ Employee as its President; and

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

     1.  Employment.  The Company  hereby employs  Employee and Employee  hereby
accepts  employment with the Company  commencing on the date hereof 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 Employee's  employment  under this Agreement (the "Term") shall commence
on the date hereof, and shall continue until the second (2nd) anniversary of the
date hereof, subject to the terms and conditions of this Agreement.

     3. Position, Duties, Responsibilities and Services.

     3.1 Position; Duties and Responsibilities.  During the Term, Employee shall
serve as  President  of the  Company or such other  office  and  position  as is
assigned to him during the Term by the Board of Directors  (the  "Board") 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 Chairman of the
Board,  President and Chief  Executive  Officer of the Company (the "CEO"),  the
Executive Vice President and Chief Operating  Officer of the Company (the "COO")
or the Board.  Employee shall be subject to the  supervision  and control of the
CEO and the COO and the provisions of the By-Laws of the Company.

     3.2 Services to be Provided. During the Term, Employee shall (i) devote all
of his working  time,  attention  and energies to the affairs of the Company and
its  subsidiaries  and  divisions,  (ii) use his best efforts to promote its and
their best interests, (iii) faithfully and


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diligently perform his duties and  responsibilities  hereunder,  and (iv) comply
with  and be  bound  by  the  Company's  operational  policies,  procedures  and
practices from time to time in effect during the Term.

     4. Compensation.

     4.1 Base Salary.  Employee  shall be paid a base salary (the "Base Salary")
at an annual rate of one hundred forty thousand ($140,000)  dollars,  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
Compensation  Committee of the Board of Directors  (the  "Committee")  of Safety
Components  International,  Inc.  ("SCI"),  the sole shareholder of the Company,
upon the  recommendation of the CEO and the COO, on or before April 1 (the first
day of the fiscal year of the  Company) of each year during the Term,  with such
reviews  to  commence  in 1999,  and shall be subject  to  increase  in the sole
discretion of the Committee taking into account merit,  corporate and individual
performance and general business  conditions,  including  changes in the cost of
living index. Such increase,  if any, shall be effective on April 1 of each year
during the Term commencing in 1999.

     4.2  Bonus  Compensation.  Employee  shall  also be  entitled  to an annual
performance-related   bonus  as  set  forth  in  the  next  succeeding  sentence
commencing with the Company's fiscal year ended March 31, 1999 (the "1999 Fiscal
Year").  Employee  shall  be  entitled  to a bonus  (the  "Bonus  Compensation")
pursuant to the terms of the Management Incentive Plan of SCI (the "Plan") equal
to 30% of the Base Salary paid to Employee in the immediately  preceding  fiscal
year if and to the extent that the Company  achieves  earnings  before  interest
charges,  income taxes,  depreciation  and  amortization  ("EBITDA") of a target
amount to be fixed each year by the  Committee  (the  "Target") as determined by
reference to the Company's  audited  financial  statements  for such fiscal year
prepared by the Company's  certified public  accountants (the  "Accountants") in
accordance with generally accepted  accounting  principles;  provided,  however,
that (i) in the event  that  EBITDA is less than 100% of the Target but equal to
or  greater  than 90% of the Target for any  fiscal  year  during the Term,  the
amount of the Bonus Compensation shall be reduced by 5% for every 1% that EBITDA
is below the Target for each such fiscal year,  (ii) in the event that EBITDA is
below  90% of the  Target  for any  fiscal  year  during  the  Term,  the  Bonus
Compensation  shall be equal to zero,  and  (iii) in the  event  that  EBITDA is
greater  than the Target for any fiscal year during the Term,  the amount of the
Bonus  Compensation  shall be  increased by 4% for every 1% that EBITDA is above
the Target for each such fiscal year,  up to a maximum of 90% of the Base Salary
(the Bonus Compensation,  as adjusted, shall be referred to herein as the "Bonus
Compensation").

     All issues of  interpretation  in connection  with the  calculation  of the
Bonus  Compensation  of  Employee  shall be  resolved  by the  Committee  in its
reasonable discretion.  The Company shall pay the Bonus Compensation to Employee
for each fiscal year of the Term within


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(30) days of the  completion by the  Accountants of their audit of the Company's
financial  statements  for each such fiscal year,  unless the  employment of the
Employee shall have been terminated for any reason prior to such date, except as
set forth in Sections 7.1 and 7.2 below.

     4.3 Stock  Options.  The  Company  hereby  agrees to cause the  issuance to
Employee as of the date hereof of stock  options to  purchase  10,000  shares of
common stock ("Common  Stock"),  $.01 par value per share, of the Company ("Base
Stock Options").  Employee will also be eligible for consideration of additional
stock options during each year of the Term, as determined by the  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 "Stock Option  Plan").  All Base Stock
Options and Additional  Stock Options shall be qualified stock options under the
Stock Option Plan up to the maximum number as would not cause a disqualification
under applicable Internal Revenue Code Sections or regulations  thereunder,  and
the  remainder  of Base Stock  Options and  Additional  Stock  Options  shall be
non-qualified  stock options under the Stock Option Plan. Each Base Stock Option
shall be  exercisable  at a price equal to the Fair Market  Value (as defined in
the Stock  Option 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 Stock Option 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 employment  for any reason,  any
unvested Base Stock Options shall lapse and Employee shall have thirty (30) days
from the date of termination of his employment  with the Company to exercise any
vested  Base Stock  Options  (one year in the case of  termination  by reason of
death or disability of Employee).

     5. Employment Benefits.

     5.1  Benefit  Programs.  During the Term,  Employee  shall be  entitled  to
participate  in and receive  benefits  made  available  now or  hereafter to all
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, hospitalization,  surgical, dental and major medical coverage,
short and long term disability and life insurance.

     5.2 Vacation.  During the Term, Employee shall be entitled to such vacation
with pay  during  each  year of his  employment  hereunder  consistent  with the
policies  of the  Company,  but in no event  less than two (2) weeks in any such
calendar  year  (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


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employment hereunder. Employee shall also be entitled to all paid holidays given
by the Company to its executive officers.

     5.3 Car Allowance.  During the Term, the Company shall pay Employee, on the
first day of each month,  a monthly  automobile  allowance of $600.00 to pay for
the costs associated with Employee's local transportation expenses.

     6. Expenses.

     6.1 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 incurred by Employee in connection
with the performance of his duties under this Agreement.

     6.2 Relocation  Expenses.  The Company shall reimburse Employee for certain
reasonable  relocation  expenses  pursuant to the terms of that  certain  Letter
Agreement   between  the  Company  and  Employee  in  connection  with  Employee
relocating  his place of residence  from  Scottsdale,  Arizona to a place within
commuting  distance  from the  Company's  Costa Mesa,  California  facility upon
presentation  of  appropriate  vouchers or receipts and in  accordance  with the
Company's  expense  reimbursement  policies for  executive  officers;  provided,
however,  that,  Employee shall have  completed such  relocation by September 1,
1998.

     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,  Employee's  unpaid Base  Salary  through the month in
which the death  occurs and any unpaid  Bonus  Compensation  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  (to the extent  earnings based upon EBITDA
for the fiscal year ending next  following the date of death) 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,  if any, 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 Employee's employment under this Agreement by


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<PAGE>



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 the termination  occurs,  plus Bonus  Compensation on
the same pro-rata 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
this  Agreement  for  Cause.  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 the  termination  occurs.  The term  "Cause," as used
herein, shall mean (i) Employee's willful misconduct or fraud in the performance
of his duties  hereunder;  (ii) the continued  failure or refusal of Employee to
carry out any reasonable  request of the CEO, COO or the Board for the provision
of services  hereunder;  (iii) the material breach of the Agreement by Employee;
(iv) the  failure  of  Employee  on more  than one  occasion  to  satisfy  (a) a
commitment made by or on behalf of Employee to any customer of the Company or an
affiliate  of the Company  with  respect to a product  delivery  date or (b) any
reasonable  material  request of any  customer of the Company or an affiliate of
the Company, which Employee is or should be aware of, with respect to a delivery
date, product quality or product specification; or (v) the entering of a plea of
guilty or nolo  contendere to or the  conviction of Employee for a felony or any
other criminal act involving  moral  turpitude,  dishonesty,  theft or unethical
business conduct, including, without limitation,  violations of State or Federal
securities laws or regulations.

     Termination of employment of Employee pursuant to this Section 7.3 shall be
made by  delivery  to  Employee  of a letter  from the CEO or the COO  generally
setting  forth a  description  of the  conduct  which  provides  the basis for a
termination of employment of Employee for Cause.

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

     (a)  Termination.  The  Employee's  employment  under this 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 this Agreement is terminated by the Company,  other than as a result
of death or  disability  of  Employee or for Cause,  the  Company  shall pay the
Employee a severance  and  non-competition  payment equal to the Base Salary for
twelve  (12)   months  (but  no  Bonus   Compensation).   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.



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<PAGE>



     (2) If this  Agreement is not renewed beyond the Term by the parties hereto
solely as a result of the refusal by the Company to extend the term, the Company
shall pay Employee a severance  and  non-competition  payment  equal to the Base
Salary  for six (6)  months  (but no Bonus  Compensation).  Such  severance  and
non-competition  payment shall be payable in six (6) equal monthly  installments
commencing on the first day of the month after expiration of the Term.

     (3)  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 termination.

     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 any entity  controlling,  controlled by or under common  control with
the Company (each an "Affiliate")  except (i) while employed by the Company,  in
the  business of and for the benefit of the  Company or its  Affiliates  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 its
Affiliates,  or by any  administrative  body or  legislative  body  (including a
committee  thereof) with  jurisdiction to order the Company or its Affiliates to
divulge,  disclose or make  accessible  such  information.  For purposes of this
Agreement,   "Confidential   Information"  shall  mean  non-public   information
concerning the Company'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 its  Affiliates,  that,  in  any  case,  is not
otherwise  generally  available to the public and has not been  disclosed by the
Company,  or its  Affiliates,  as the case may be,  to  others  not  subject  to
confidentiality agreements. In the event the Employee's employment is terminated
hereunder  for any  reason,  he  immediately  shall  return to the  Company  all
Confidential Information in his possession.

     8.2 The  Employee  and the  Company  agree  that  this  covenant  regarding
Confidential  Information 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


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contained  in this  Section 8 would  irreparably  injure the Company  and/or its
Affiliates.  Accordingly,  the  Employee  agrees  that the  Company  and/or  its
Affiliates,  in addition to pursuing  any other  remedies it or they 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
further  extend  for the  greater  of (x) the  period  in  which  severance  and
non-competition  payments are made  pursuant to this  Agreement or (y) two years
from the date this  Agreement is  terminated.  The  provisions of this Section 8
shall survive any termination of this Agreement.

     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: (a) he
shall  not,  directly  or  indirectly,  either  as  principal,  manager,  agent,
consultant, officer, director, greater than two (2%) percent holder of any class
or series of equity securities,  partner, investor, lender or employee or in any
other  capacity,  carry on, be engaged in or have any  financial  interest in or
otherwise  be  connected  with,  any  entity  which is now or at the  time,  has
material  operations  which are  engaged in any  business  activity  competitive
(directly  or  indirectly)  with the  business of the Company or its  Affiliates
(currently  (i) the  manufacture  and sale of (x)  automotive  airbag fabric and
cushions,  (y)  value-added  synthetic  fabrics  used  in  a  variety  of  niche
industrial  and  commercial  applications  and (z) metal airbag,  industrial and
ordnance  components and (ii) systems integration and manufacturing for ordnance
programs)  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 its Affiliates to engage in the future;  and (b) 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 its Affiliates.

     9.2 During the  Non-Competition  Period,  Employee agrees that, without the
prior written  consent of the Company (and other than on behalf of the Company),
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 has
been  employed by the Company or its  Affiliates  at any time during the six (6)
months 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   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 and/or its Affiliates.  Accordingly,  the
Employee agrees that the Company and/or its


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Affiliates,  in addition to pursuing  any other  remedies it or they 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 shall
further extend for one year from the date of such  termination  (herein referred
to as the "Non-Competition  Period").    The  provisions of this Section 9 shall
survive any termination of this Agreement

     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:            Automotive Safety Components International, Inc.
                           c/o Safety Components International, Inc.
                           2160 North Central Road
                           Fort Lee, NJ  07024
                           Telephone:       (201) 592-0008
                           Telecopy:        (201) 592-7501
                           Attention:       Jeffrey J. Kaplan

To Employee:               Mr. Paul M. Betz
                           7206 East Camino Del Monte
                           Scottsdale, AZ 85255
                           Telephone:       (602) 473-2395

     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,  this 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 common stock of the
Company.

     13. No  Assignment.  This  Agreement  shall not be  assignable or otherwise
transferable  by  Employee.  The  Company  shall  have the right to assign  this
Agreement  to any  successor  or any  Affiliate  which agrees to be bound by the
terms hereof.



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<PAGE>


     14. Amendment or Modification;  Waiver.  No provision of this Agreement may
be amended or waived  unless such  amendment or waiver is  authorized by the CEO
and is agreed to in writing, signed by Employee and by an officer of the Company
thereunto duly  authorized.  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. 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.

     16. 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.

     17.   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.

     18. 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 provisions of this
Agreement or affecting  the validity or  enforceability  of any of the terms and
provisions of this 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.

                                   AUTOMOTIVE SAFETY COMPONENTS
                                   INTERNATIONAL, INC.


                                    By:   /s/Jeffrey J. Kaplan
                                          ------------------------------  
                                    Name:    Jeffrey J. Kaplan
                                    Title:   Executive Vice President
                                             and Chief Financial Officer

                                           /s/Paul M. Betz
                                           ------------------------------
                                              Paul M. Betz



                                        9