January 23, 1998


Mr. Philip Lelliott
Field Place
Snitterfield
Stratford on Avon  CV37 0LF

Dear Philip,

Following  our recent  discussions I am now pleased to offer you the position of
Managing  Director,  Europe,  Automotive  Safety Components  International  Ltd.
(ASCI) based in Crumlin,  Wales.  You will also be responsible for China and any
operation in Brazil. The position is as described below:

     Base  salary.  (pound)90,000  per annum,  which will be  reviewed  annually
commencing on March 31, 1999 and annually thereafter.

     Performance   bonus.  You  will   participate  in  the  Safety   Components
International, Inc. Management Incentive Plan. The bonus scheme is calculated on
the following basis:

     Results  achieved  at 90 percent of approved  Business  Plan for the fiscal
year ended  March 31,  1999 for the  European  operations  will  provide a bonus
payment of 15 percent of salary.

     Results  achieved at 100 percent of approved  Business  Plan for the fiscal
year ended  March 31,  1999 for the  European  operations  will  provide a bonus
payment of 30 percent of salary.

     Results  achieved at 150 percent of approved  Business  Plan for the fiscal
year ended  March 31,  1999 for the  European  operations  will  provide a bonus
payment of 90 percent of salary.

     A minimum  guaranteed bonus of (pound)15,000 will be paid regardless of the
financial  results.  This  (pound)15,000 will be reduced by any bonus paid after
this date by your current  employer and any earnings  achieved on your  existing
share scheme.  The (pound)15,000 or the remainder,  if any, will not be additive
to the bonus, if any, paid on financial results.

     You must be employed on the last day of fiscal 1999 to be eligible  for the
bonus.

     Sign-on bonus.  We will make a one-off payment to you of  (pound)10,000  in
lieu of the expected bonus from your present  employers which will not otherwise
be paid. The (pound)10,000 payment will be made on joining ASCI.

     Pension.  ASCI runs a money  purchase  pension  scheme which matches each 1
percent of salary  contributed by the employee with 1 percent ASCI contribution.
The maximum is 15 percent of salary.  Your  participation will be subject to the
terms set forth in the pension plan.

     Company share scheme.  You will be provided  options under the terms of the
Safety  Components  International,  Inc.  Stock Option Plan. You will be offered
options  of 25,000  shares at market  value at  starting  date with  three  year
vesting on a pro rata basis.  In the event of  termination of employment for any
reasons, unvested options will be forfeited and vested options must be exercised
within 30 days of termination.


<PAGE>



                                                         Mr. Philip Lelliott
                                                         January 23, 1998
                                                         Page 2


     Medical Insurance.  You will be offered medical insurance on the same basis
as the senior executives of the company.

     Car.  ASCI will either  purchase or lease the Mercedes 300 Estate which you
already  have on order  for  delivery  on 15 March  1998.  The car will be fully
expensed with all fuel and maintenance costs paid by ASCI.

     Removal  Costs.  We  understand  you will  continue  living at your present
address and will not require removal expenses.

     Holiday. 25 days per year, no payment for days not taken.

     Notice  Period.  The Company is  required to give you six months  notice of
termination  of employment and you are required to give six months notice before
leaving the Company.

This offer is subject to your commencing  employment on or before March 1, 1998.
This offer is subject to  satisfactory  references and a medical  check.  Please
arrange the medical check and send us the results.

We very much look  forward  to your  joining  ASCI and  working  with you in the
future development of the European operation.

Please  acknowledge  your acceptance of our offer by signing and returning to us
the copy of this letter which is enclosed.

                                                     Sincerely yours,

                                                     /s/ JEFFREY J. KAPLAN  
                                                     Jeffrey J. Kaplan
                                                     Executive Vice President
                                                     and Chief Financial Officer

JJK/jm

cc::     Robert A. Zummo
         Thomas W. Cresante


                                                     AGREED TO AND ACCEPTED THIS
                                                       4th day of May, 1998.

                                                     /s/ PHILIP LELLIOT
                                                     Philip Lelliot