Exhibit 10.1.1


     MAKE-WHOLE AGREEMENT


     AGREEMENT,  dated as of October 30, 1997 by and between BREED TECHNOLOGIES,
INC., a Delaware corporation (the "Company") and SIEMENS  AKTIENGESELLSCHAFT,  a
company  organized under the laws of the Federal  Republic of Germany  (together
with its permitted assigns, the "Holder").

     WHEREAS,  at a closing held on the date of this Agreement,  the Company has
issued and sold to the Holder  4,883,227  of the  Company's  Series A Preference
Shares (the  "Shares"),  each of which (i)  represents  one-one  thousandth of a
share of the Company's 1997 Series A Convertible Non-Voting Preferred Stock, par
value $.001 per share and (ii) is convertible  into the Company's  common stock,
par value $.01 per share (the "Common Stock") at an initial rate of one share of
Common Stock per Series A Preference  Share,  subject to adjustment (the Shares,
any  additional  Series A  Preference  Shares which in the future are issued and
paid as  dividends  on the  Shares  and the  securities  into  which they may be
converted in the future are sometimes  hereinafter  collectively  referred to as
the "Securities"); and

     WHEREAS,  the Company  and the Holder have  entered  into a  memorandum  of
understanding,  dated  the  same  date  as  this  Agreement,  providing  for the
formation of a joint venture (the "Joint Venture"); and

     WHEREAS,  in order to induce the Holder to purchase the Shares, the Company
has agreed to grant to the Holder the rights set forth in this Agreement;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, agree as follows:

     Section 1. Make-Whole Right.

     (a) At any time after the occurrence of a Triggering  Event (as hereinafter
defined), the Holder shall have the right (the "Make-Whole Right"),  exercisable
within 30 days after the  Triggering  Event,  to require the Company to take the
action  specified in Section 1(b). The Make-Whole  Right shall be exercisable by
delivery of a written notice to the Company (the "First Make-Whole Notice").

     (b) Upon the exercise of the Make-Whole  Right,  the Company may elect,  at
the Company's sole option, either (i) to purchase all (but not less than all) of
the Securities for the Make-Whole  Price (as  hereinafter  defined) at a closing
(the "Purchase  Closing") to be held at a time and place specified by the Holder
in the First  Make-Whole  Notice or (ii) to comply  with any  Second  Make-Whole
Notice that may be delivered as described  in Section  2(a).  The Company  shall
advise the Holder of its election by delivery of a notice (the "Company Election
Notice")  to the  Holder  not later  than the last to occur of (x) 10 days after
delivery of the First Make-Whole Notice and (y) June 1, 1998.

     (c) If the Company makes the election  described in Section 1(b)(i),  then,
at the Purchase  Closing (and subject to Section 2), the Company shall  purchase
the  Securities  and the  Holder  shall  convey  good  and  valid  title  to the
Securities to the Company,  free and clear of all liens,  security interests and
similar  encumbrances  (collectively,  "Liens")  by  delivering  to the  Company
against payment therefor certificates for the Securities, duly endorsed in blank
or with stock powers attached. (d) For purposes of this Agreement:

     (i) "Triggering Event" means any of the following:  (A) the Company and the
Holder  shall  have  abandoned  their  negotiations  with  respect  to the Joint
Venture; (B) the definitive documentation with respect to the Joint

                                                                 

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     Venture  shall not have been  executed and  delivered by December 15, 1997;
(C) the parties shall have been unable after  diligent and good faith efforts to
obtain the requisite  governmental  clearances,  approvals,  or  terminations of
waiting periods required or applicable (including under antitrust or competition
laws) with respect to the  formation of the Joint  Venture or  conversion of the
Shares  into  Common  Stock  without  the   imposition  of  materially   adverse
conditions;  or (D) the  formation  of the  Joint  Venture  shall  not have been
completed,  in accordance  with the  definitive  agreements  entered into by the
Company and the Holder, by June 30, 1998.

     (ii) "Make-Whole  Price" means  $115,000,000 plus $15,753 multiplied by the
number of days elapsed  between  December 15, 1997 and the first to occur of (i)
payment in full in cash by the Company of the Make- Whole Price;  (ii)  delivery
by the  Company of the  Make-Whole  Shares;  and (iii) the receipt by Siemens of
sale proceeds as described in Section 2(c).

     Section 2. Make-Whole Provision.

     (a) If (i) the Company makes the election described in Section 1(b)(ii), or
(ii) the Company  fails to furnish the Company  Election  Notice within the time
specified in Section  1(b),  or (iii) the Company shall have failed by the later
of (x) the date that is 10 days after  delivery of the First  Make-Whole  Notice
and (y) June 1, 1998 to  establish  to the  satisfaction  of the Holder that the
Company has access to the funds required to purchase the Securities  when and as
required by Section 1, and that such purchase  will not be prohibited  under the
terms of the Company's material contractual obligations, the Holder may elect in
its sole  discretion  to deliver a notice (a "Second Make Whole  Notice") to the
Company  to the  effect  that  (x)  the  Holder  has  entered  into a bona  fide
arm's-length  agreement with a financial  institution to sell the Securities and
the Make-Whole  Shares to the institution at a price (the "Sale Price") not less
than (1) if the Securities  are sold at a time when a registration  statement is
in  effect  under  the  Securities  Act with  respect  to those  shares  and the
Make-Whole Shares (as hereinafter defined),  90% of the last reported sale price
per share of the Common Stock on the New York Stock Exchange on the last trading
day preceding at the date of the Make-Whole Notice or (2) otherwise, 75% of such
last reported sale price; and (y) the number (the "Make-Whole Number") of shares
of Common  Stock that will be required to be sold at the Sale Price in order for
the Holder to realize net proceeds from such sale equal to the Make-Whole Price.

     (b) Not later than the first to occur of (i) three New York Stock  Exchange
trading  days  after the date of the Second  Make-Whole  Notice and (ii) July 1,
1998,  the Company  shall  convey to the Holder good and valid  title,  free and
clear  of all  Liens,  to a  number  of  shares  of  Common  Stock  equal to the
Make-Whole Number ( the "Make-Whole Shares").

     (c) Nothing in this  Agreement  shall  restrict  the right of the Holder to
sell or otherwise dispose of the Securities at any time;  subject,  however,  to
the  provision  of Section  3(c).  If after the  delivery of a First  Make-Whole
Notice when the Holder  disposes of the  Securities  it realizes net proceeds in
excess of the Make-Whole Price, it will promptly remit the amount of such excess
to the Company.

     (d) Siemens will not issue a press release or make any other similar public
announcement  regarding  any  intention  to sell  or  otherwise  dispose  of any
Securities, except to the extent required by law or on the advice of counsel.

     Section 3. Amendment and Modification; Termination.

     (a) This Agreement may be amended or modified,  or any provision hereof may
be waived, provided that such amendment,  modification or waiver is set forth in
writing  executed by the Company and the Holder.  No course of dealing or course
of conduct  between or among any persons  having any interest in this  Agreement
will be deemed effective to modify, amend or waive any part of this Agreement or
any rights or obligations of any person under or by reason of this Agreement.


                                                                 

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     (b) No failure  or delay by any party in  exercising  any  right,  power or
privilege  hereunder  shall operate as a waiver  thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

     (c) This Agreement shall terminate (i) if at any time prior to the delivery
of a Second Make-Whole Notice the Holder shall sell or otherwise transfer any of
the  Securities to any person other than a direct or indirect  subsidiary of the
Holder or (ii) if the Holder shall not have delivered a Second Make-Whole Notice
by the  later to occur of (x) July 31,  1998 or (y) 45 days  after a  Triggering
Event.

     Section 4.  Successors  and Assigns;  Entire  Agreement.  Neither party may
assign its rights or delegate its obligations under this Agreement,  except that
Siemens  Aktiengesellschaft  may  transfer  the  Securities,  and in  connection
therewith  assign its rights  under this  Agreement,  to any direct or  indirect
subsidiary.  Subject to the foregoing,  this Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties  hereto and
their respective successors and assigns. This Agreement and the other agreements
referred to herein  together set forth the entire  agreement  and  understanding
between the parties as to the subject  matter  hereof and merges and  supersedes
all prior  discussions,  agreements and  understandings  of any and every nature
among them.

     Section 5. Separability.  In the event that any provision of this Agreement
or the application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent  jurisdiction,  the remainder of
this Agreement shall not be affected.

     Section 6. Notices.

     (a) All  notices  provided  for or  permitted  hereunder  shall  be made in
writing by hand-delivery,  telecopier or air courier overnight  delivery service
to the other at the  following  addresses  (or at such other address as shall be
specified in a notice given by any party to the others in  accordance  with this
Section):

     If to the Company to:

         Breed Technologies, Inc.
         5300 Old Tampa Highway
         Lakeland, Florida  33811
         Attention:  Charles J. Speranzella, Jr.
           and
         General Counsel
         Telecopier: (941) 668-6016
         If to the Holder:

         Siemens Aktiengesellschaft
         Legal Department ZFR3
         Werner-von-Siemens Strasse
         D-91052 Erlangen
         Germany
         Telecopier:  011-49-9317-29001
         Attention:  Counsel for Automotive Systems Group

         With a copy to:

         Siemens Corporation

                                                                 

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         1301 Avenue of the Americas
         New York, New York  10019
         Attention:        General Counsel
         Telecopier:                (212) 258-4945

     (b) All  such  notices  shall be  deemed  to have  been  duly  given:  when
delivered by hand, if personally  delivered;  upon receipt, if received prior to
5:00 p.m.  local time on a Business Day (and  otherwise  on the next  succeeding
Business Day), if telecopied;  and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Section  7.  Governing  Law;  Jurisdiction;  Waiver of Jury  Trial.  (a)The
validity, performance,  construction and effect of this Agreement is governed by
and shall be construed  in  accordance  with the  internal  laws of the State of
Delaware, without giving effect to principles of conflicts of law.

     (b)  Subject to the  provisions  of Section 12, each of the Company and the
Holder each hereby  agrees to submit to the exclusive  jurisdiction  of the U.S.
Federal  courts in the Southern  District of the State of New York, and consents
that  service  of  process  with  respect  to all  such  courts  may be  made by
registered  mail to such  Person  at the  address  of such  Person  set forth in
Section 6 with respect to any disputes arising out of this Agreement.

     (c) Each of the  Company,  for  itself and its  affiliates,  and the Holder
hereby irrevocably  waives all right to trial by jury in any action,  proceeding
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to the actions of the Company and the Holder or its affiliates pursuant
to this Agreement in the negotiation, administration, performance or enforcement
thereof. The party in whose favor a final judgment is rendered shall be entitled
to reasonable costs and reasonable attorneys' fees.

     Section 8. Headings and  Counterparts.  The headings in this  Agreement are
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement  nor shall  they  affect its  meaning,  construction  or effect.  This
Agreement may be executed in two or more  counterparts and by the parties hereto
in separate  counterparts,  each of which when so executed shall be deemed to be
an original,  and all of which taken together shall  constitute one and the same
instrument.

     Section 9. Further  Assurances.  Each party shall  cooperate  and take such
action as may be reasonably requested by another party in order to carry out the
provisions  and purposes of this  Agreement  and the  transactions  contemplated
hereby.  Section  10.  Remedies.  In the  event of a breach by any party to this
Agreement of its  obligations  under this  Agreement,  any party injured by such
breach,  in addition to being  entitled to exercise  all rights  granted by law,
including recovery of damages,  will be entitled to specific  performance of its
rights  under this  Agreement.  The parties  agree that the  provisions  of this
Agreement shall be specifically enforceable, it being agreed by the parties that
the remedy at law, including monetary damages, for breach of such provision will
be inadequate  compensation  for any loss and that any defense in any action for
specific  performance  that a remedy at law would be adequate is waived.  In the
event of any breach of this  Agreement by any party hereto,  each such breaching
party agrees to indemnify the persons to whom a  representation  and warranty is
given or an obligation is owed under this  Agreement for all damages,  costs and
expenses (including reasonable attorneys' fees) actually incurred as a result of
any such breach.


     Section 11. Pronouns.  Whenever the context may require,  any pronouns used
herein shall be deemed also to include the corresponding single, plural, neuter,
masculine or feminine forms.

     Section 12. Consent to  Jurisdiction.  Subject to the provisions of Section
7, each of the Company and the Holder  hereby  agrees to submit to the exclusive
jurisdiction of the U.S. Federal courts in the Southern District of the State of
New York,  and consents  that service of process with respect to all such courts
may be made by registered mail to such

                                                                 

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     Person at the address of such Person set forth in Section 6 with respect to
any disputes arising out of this Agreement.

     Section 13.  Release of Siemens  Aktiengesellschaft.  If the Holder assigns
its rights and obligations  under this Agreement  pursuant to Section 4, so long
as Siemens  Corporation is subject to the jurisdiction of the Federal,  state or
local courts of the United States relating to claims arising out of, or disputes
relating to, this Agreement or the transaction  contemplated hereby, the Company
and its Affiliates hereby irrevocably and unconditionally  waive and release all
rights and claims that it or any of them may  thereafter  have that Holder is or
has been at any time subject to the jurisdiction of the Federal,  state or local
courts of the United  States  relating  to claims  arising  out of, or  disputes
relating to, this Agreement or the transactions contemplated hereby.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.

                                                     BREED TECHNOLOGIES, INC.

                                                     By:
                                                         Name:
                                                         Title:

                                                     SIEMENS AKTIENGESELLSCHAFT

                                                     By:
                                                         Name:
                                                         Title:

                                                     By:
                                                         Name:
                                                         Title: