EMPLOYMENT AGREEMENT

         THIS  AGREEMENT  (the  "Agreement")  is made  and  entered  into by and
between  Safety  Components  International,  Inc., a Delaware  corporation  (the
"Company"),  and Jeffrey J. Kaplan  ("Employee") and is dated as of the 15th day
of February, 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 Financial 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 February 15, 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.

         3.1 Position,  Duties and  Responsibilities.  During the Term, Employee
shall serve as  Executive  Vice  President  and Chief  Financial  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").
Additionally,  the Company will nominate and recommend  Employee for election to
the Board for each fiscal year during the Term. Employee shall be subject to the
supervision  and control of the 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 the Company and its  subsidiaries  and  divisions,  (ii) use his best
efforts to promote its and their

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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  Financial
Officer.  The  Agreement  shall not be construed  as  preventing  Employee  from
serving as an outside  director of any other company,  from investing his assets
or  from  winding  down  certain  business  matters  relating  to  his  previous
employment,  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 Domicile.  During the Term, the Employee shall conduct his business
activities at a Company  office  located in the New York  metropolitan  area, it
being understood however, that business travel shall be required.

         4. Compensation.

         4.1 Base Salary.  Employee shall be paid a base salary ("Base  Salary")
at an annual rate of two  hundred and twenty  thousand  dollars  ($220,000)  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 February 15 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 $30,000.
The Bonus  Compensation  of Employee,  if any, for each fiscal year of the Term,
including any amount in excess of the $30,000 minimum amount for the 1998 Fiscal
Year,  shall be determined  by the Board,  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 Board's sole discretion.
The Company shall pay the Bonus Compensation to Employee 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.  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") in accordance with the following
schedule: (i) Stock

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Options to purchase  125,000 shares of Common Stock to be issued on February 15,
1997;  (ii) Stock Options to purchase 50,000 shares of Common Stock to be issued
on April 1, 1997,  unless  Employee is not,  for any reason,  an employee of the
Company on such date;  and (iii)  Stock  Options to  purchase  50,000  Shares of
Common  Stock to be issued on April 1, 1998,  unless  Employee  is not,  for any
reason, an employee of the Company on such date. All such Stock Options shall be
issued pursuant to, and in accordance with, the Company's 1994 Stock Option Plan
(the "Plan").  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 Stock Options
to be granted  hereunder.  The  maximum  number of such 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 such Stock Options shall be  non-qualified  stock options under
the Plan.  Each 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 Stock Option (or if such date is not a business  day, than 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 four year  period  from the date of grant at a rate of 25%
per year, commencing with the first anniversary of the date of grant. Employee's
vested Stock  Options  shall be  exercisable  for a period of ten years from the
date of issuance.  Upon the  termination  of the  Agreement,  any unvested 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  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, hospitalization,  surgical, dental and major medical coverage.
In  addition,  Employee  shall be  entitled  to short and long  term  disability
benefits at least  comparable  to those made  available  to the  previous  Chief
Financial Officer of the Company.

         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.

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<PAGE>

         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 shall lease and provide
the Employee with an appropriate  automobile,  and pay or reimburse Employee for
all expenses relating to the insurance,  maintenance and operation thereof.  The
total cost borne by the Company  under this  Section 5.4 shall be  approximately
$1,200 per month,  unless a greater  amount is approved by the  Company's  Chief
Executive Officer.

         6. 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
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.

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         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.

         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 director or  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 director or 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
Financial 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,  (iii) the breach by the Company of the  domicile  provision
contained in Section 3.3 hereof,  or (iv) 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  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  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 Stock Options shall be deemed to have vested on the date
of such termination.


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                  (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 month in which the  voluntary  termination
occurs.

                  (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 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

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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 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").


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<PAGE>
         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:                        Jeffrey J. Kaplan
                                    39 Hudson Avenue
                                    Nyack, New York 10960

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

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<PAGE>


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 New York, 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.

         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 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


                                          -------------------------------------
                                          Jeffrey J. Kaplan


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