Exhibit 10.1.2

     REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT,  dated as of October 30, 1997, 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  under this  Agreement,  the
"Holder").

     WHEREAS,  the  Company and the Holder have  entered  into a Stock  Purchase
Agreement, dated as of October 14, 1997 (the "Stock Purchase Agreement"), by and
between the Company and the Holder, pursuant to which the Company has issued and
sold to the Holder 4,883,227 shares (the "Series A Preference Shares," each such
Series A Preference Share representing one  one-thousandth  (1/1,000) of a share
of the Company's 1997  Convertible  Non-Voting  Preferred Stock, par value $.001
per share);

     WHEREAS,  the Series A Preference  Shares are  convertible at the option of
the Holder into shares of Common Stock (as hereinafter defined); and

     WHEREAS,  in order to induce the  Holder to enter  into the Stock  Purchase
Agreement and to purchase the Series A Preference  Shares, the Company agreed to
grant to the Holder the registration rights set forth in this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:

     SECTION 1 Definitions. As used in this Agreement, the following terms shall
have the following meanings:

     "Advice" shall have the meaning set forth in Section 5.

     "Affiliate"  means, with respect to any specified person,  any other person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with such specified person.  For the purposes of this definition,
"control"  when used with  respect to any  specified  person  means the power to
direct the  management  and  policies of such  person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "Business  Day" means any day that is not a  Saturday,  a Sunday or a legal
holiday on which banking  institutions in the State of New York are not required
to be open.

     "Capital  Stock"  means,  with respect to the Company,  any and all shares,
interests,  participations or other equivalents  (however designated) of capital
stock issued by the Company,  including each class of common stock and preferred
stock of the Company.

     "Common  Stock" means the Common  Stock,  par value $.01 per share,  of the
Company or any other shares of capital stock or other  securities of the Company
into  which  such  shares of Common  Stock  shall be  reclassified  or  changed,
including,   by   reason   of  a  merger,   consolidation,   reorganization   or
recapitalization. If the Common Stock has been so reclassified or changed, or if
the  Company  pays a dividend  or makes a  distribution  on the Common  Stock in
shares of capital stock, or subdivides (or combines) its  outstanding  shares of
Common Stock into a greater (or  smaller)  number of shares of Common  Stock,  a
share of Common  Stock  shall be deemed to be such number of shares of stock and
amount  of  other  securities  to  which a holder  of a share  of  Common  Stock
outstanding  immediately  prior  to  such  change,  reclassification,  exchange,
dividend, distribution, subdivision or combination would be entitled.

                                                                 

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     "Company" has the meaning set forth in the introductory clauses.

     "Delay Period" has the meaning set forth in Section 2(d).

     "Demand Notice" has the meaning set forth in Section 2(a).

     "Demand Registration" has the meaning set forth in Section 2(b).

     "Effectiveness Period" has the meaning set forth in Section 2(d).

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the SEC promulgated thereunder.

     "Holdback Period" has the meaning set forth in Section 4.

     "Holder" has the meaning set forth in the introductory clauses and includes
any assignee thereof in accordance with Section 9 of this Agreement.

     "Indemnified Party" has the meaning set forth in Section 8(c).

     "Indemnifying Party" has the meaning set forth in Section 8(c).

     "Inspectors" has the meaning set forth in Section 5(j).

     "Interruption Period" has the meaning set forth in Section 5.

     "Losses" has the meaning set forth in Section 8(a).

     "Person" means any  individual,  corporation,  partnership,  joint venture,
association,   joint-stock  company,  trust,   unincorporated   organization  or
government or any agency or political subdivision thereof.

     "Piggyback Registration" has the meaning set forth in Section 3(a).

     "Prospectus"  means the prospectus  included in any Registration  Statement
(including a prospectus  that discloses  information  previously  omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule  430A),  as amended or  supplemented  by any  prospectus  supplement,  with
respect to the terms of the  offering of any portion of the  Registrable  Shares
covered by such Registration  Statement and all other amendments and supplements
to such  prospectus,  including  post-effective  amendments,  and  all  material
incorporated  by  reference  or deemed to be  incorporated  by reference in such
prospectus.

     "Records" has the meaning set forth in Section 5(j).

     "Registrable  Shares" means Series A Preference  Shares or shares of Common
Stock owned by a Holder at any time during the Registration  Period,  unless (i)
they have been effectively  registered under Section 5 of the Securities Act and
disposed  of  pursuant  to  an  effective  Registration  Statement,   (ii)  such
securities can be freely sold and transferred without restriction under Rule 144
or any other restrictions under the Securities Act or (iii) such securities have
been transferred  pursuant to Rule 144 under the Securities Act or any successor
rule such that, after any such transfer  referred to in this clause (iii),  such
securities may be freely  transferred  without  restriction under the Securities
Act.

     "Registration"  means  registration under the Securities Act of an offering
of Registrable Shares pursuant to a Demand

                                                                

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     Registration or a Piggyback Registration.

     "Registration Period" has the meaning set forth in Section 2(a).

     "Registration   Statement"  means  any  registration  statement  under  the
Securities Act of the Company that covers any of the Registrable Shares pursuant
to the  provisions  of this  Agreement,  including the related  Prospectus,  all
amendments and supplements to such  registration  statement,  including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by
reference  or  deemed  to be  incorporated  by  reference  in such  registration
statement.

     "SEC" means the Securities and Exchange Commission.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations of the SEC promulgated thereunder.

     "Series A Preference  Shares" has the meaning set forth in the introductory
clauses.

     "Shelf Registration" has the meaning set forth in Section 2(b).

     "Stock  Purchase  Agreement" has the meaning set forth in the  introductory
clauses.

     "Underwritten  Registration or Underwritten  Offering" means a registration
under the  Securities  Act in which  securities  of the  Company  are sold to an
underwriter for reoffering to the public.

     SECTION 2 Demand Registration.

     (a) The Holder shall have the right,  during the period (the  "Registration
Period")  commencing on June 1, 1998 and ending on the tenth  anniversary of the
date of this  Agreement,  by written  notice (the "Demand  Notice") given to the
Company,  to request the Company to register  under and in  accordance  with the
provisions of the  Securities Act all or any portion of the  Registrable  Shares
designated  by such Holder;  provided,  however,  that the  aggregate  number of
Registrable Shares requested to be registered  pursuant to any Demand Notice and
pursuant to any  related  Demand  Notices  received  pursuant  to the  following
sentence  shall be at least  1,000,000  (subject to  adjustment)  and  provided,
further, however, that such registration shall, at the option of the Company, be
on Form S-3 (or its  successor  form) if such form is then  available for use by
the Company.  Upon receipt of any such Demand Notice, the Company shall promptly
notify any other Holders of the receipt of such Demand Notice and allow them the
opportunity  to  include  Registrable  Shares  held  by  them  in  the  proposed
registration  by submitting  their own Demand  Notice.  In  connection  with any
Demand  Registration  in which more than one Holder  participates,  in the event
that such Demand Registration involves an Underwritten Offering and the managing
underwriter or underwriters participating in such offering advise in writing the
Holders of  Registrable  Shares to be included in such  offering  that the total
number of Registrable  Shares to be included in such offering exceeds the amount
that can be sold in (or during the time of) such  offering  without  delaying or
jeopardizing the success of such offering  (including the price per share of the
Registrable  Shares to be sold),  then the  amount of  Registrable  Shares to be
offered for the account of such  Holders  shall be reduced pro rata on the basis
of the number of  Registrable  Shares to be registered by each such Holder.  The
Holders as a group shall be entitled to three Demand  Registrations  pursuant to
this Section 2 unless any Demand  Registration  does not become  effective or is
not maintained for a period (whether or not continuous) of at least 120 days (or
such shorter period as shall terminate when all the  Registrable  Shares covered
by such Demand Registration have been sold pursuant thereto),  in which case the
Holders will be entitled to an additional Demand Registration pursuant hereto.

     (b) The Company, within 30 days of the date on which the Company receives a
Demand  Notice given by Holders in  accordance  with Section 2(a) hereof,  shall
file with the SEC,  and the  Company  thereafter  shall use its best  efforts to
cause to be declared effective, a Registration Statement on the appropriate form
(subject to the last proviso of

                                                                

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     the first  sentence  of Section  2(a)) for the  registration  and sale,  in
accordance  with the intended  method or methods of  distribution,  of the total
number of  Registrable  Shares  specified by the Holders in such Demand  Notice,
which may include a "shelf"  registration (a "Shelf  Registration")  pursuant to
Rule 415 under the Securities Act (a "Demand Registration").

     (c) The  Company  shall use  commercially  reasonable  efforts to keep each
Registration  Statement filed pursuant to this Section 2 continuously  effective
and usable for the resale of the  Registrable  Shares covered thereby (i) in the
case of a  Registration  that is not a Shelf  Registration,  for a period of 120
days  from  the date on  which  the SEC  declares  such  Registration  Statement
effective and (ii) in the case of a Shelf  Registration,  continuously  from the
date on which the SEC declares such Registration Statement effective,  in either
case (x) until all the Registrable Shares covered by such Registration Statement
have been sold pursuant to such Registration Statement),  and (y) as such period
may be extended pursuant to this Section 2.

     (d)  The  Company   shall  be  entitled  to  postpone  the  filing  of  any
Registration  Statement  otherwise  required  to be  prepared  and  filed by the
Company  pursuant  to this  Section  2,  or  suspend  the  use of any  effective
Registration  Statement  under this Section 2, for a reasonable  period of time,
but not in excess of 45 days (a "Delay Period"), if any executive officer of the
Company determines that in such executive officer's reasonable judgment and good
faith the registration and distribution of the Registrable  Shares covered or to
be covered by such  Registration  Statement would materially  interfere with any
pending material  financing,  acquisition or corporate  reorganization  or other
material corporate  development involving the Company or any of its subsidiaries
or would require  premature  disclosure  thereof and promptly  gives the Holders
written  notice of such  determination,  containing  a general  statement of the
reasons  for  such  postponement  and  an  approximation  of the  period  of the
anticipated  delay;  provided,  however,  that (i) the aggregate  number of days
included in all Delay Periods during any  consecutive 12 months shall not exceed
the aggregate of (x) 90 days minus (y) the number of days  occurring  during all
Holdback Periods (as defined in Section 4) and Interruption  Periods (as defined
in Section 5(k)) during such consecutive 12 months and (ii) a period of at least
60 days shall  elapse  between the  termination  of any Delay  Period,  Holdback
Period or Interruption Period and the commencement of the immediately succeeding
Delay  Period.  If the Company  shall so postpone  the filing of a  Registration
Statement,  the Holders of  Registrable  Shares to be registered  shall have the
right to withdraw the request for registration by giving written notice from the
Holders of a majority of the  Registrable  Shares that were to be  registered to
the Company  within 45 days after receipt of the notice of  postponement  or, if
earlier,  the  termination  of such  Delay  Period  (and,  in the  event of such
withdrawal,  such request shall not be counted for purposes of  determining  the
number of requests for  registration to which the Holders of Registrable  Shares
are entitled  pursuant to this Section 2). The time period for which the Company
is required to maintain the effectiveness of any Registration Statement shall be
extended by the  aggregate  number of days of all Delay  Periods,  all  Holdback
Periods and all Interruption Periods occurring during such Registration and such
period  and  any   extension   thereof  is   hereinafter   referred  to  as  the
"Effectiveness  Period."  The Company  shall not be entitled to initiate a Delay
Period  unless it shall (A) to the extent  permitted  by  agreements  with other
security  holders  of the  Company,  concurrently  prohibit  sales by such other
security holders under registration  statements covering securities held by such
other security  holders and (B) in accordance  with the Company's  policies from
time to time in effect,  forbid purchases and sales in the open market by senior
executives of the Company.

     (e) Except to the extent required by agreements with other security holders
of the Company  entered into prior to the date of the Stock Purchase  Agreement,
the Company shall not include any securities that are not Registrable  Shares in
any  Registration  Statement  filed pursuant to this Section 2 without the prior
written consent of the Holders of a majority in number of the Registrable Shares
covered by such Registration Statement.

     (f)  Holders  of a  majority  in  number  of the  Registrable  Shares to be
included in a Registration Statement pursuant to this Section 2 may, at any time
prior to the  effective  date of the  Registration  Statement  relating  to such
Registration,  revoke such request by providing a written  notice to the Company
revoking such request. The Holders of Registrable Shares who revoke such request
shall reimburse the Company for all its  out-of-pocket  expenses incurred in the
preparation,  filing and  processing of the  Registration  Statement;  provided,
however, that, if such revocation was

                                                                 

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     based on the Company's  failure to comply in any material  respect with its
obligations hereunder, such reimbursement shall not be required.

     SECTION 3 Piggyback Registration.

     (a) Right to Piggyback.  If at any time during the Registration  Period the
Company proposes to file a registration  statement under the Securities Act with
respect to a public  offering of securities of the same type as the  Registrable
Shares pursuant to a firm commitment  underwritten  offering solely for cash for
its own account (other than a registration statement (i) on Form S-4 or Form S-8
or any  successor  forms  thereto,  or (ii) filed  solely in  connection  with a
dividend  reinvestment  plan or  employee  benefit  plan  covering  officers  or
directors of the Company or its  Affiliates) or for the account of any holder of
securities of the same type as the  Registrable  Shares or the  securities  into
which the  Registrable  Securities  then are convertible (to the extent that the
Company  has  the  right  to  include  Registrable  Shares  in any  registration
statement to be filed by the Company on behalf of such holder), then the Company
shall give  written  notice of such  proposed  filing to the Holders at least 15
days before the anticipated filing date. Such notice shall offer the Holders the
opportunity to register such amount of Registrable Shares as they may request (a
"Piggyback Registration"). Subject to Section 3(b), the Company shall include in
each such Piggyback  Registration  all Registrable  Shares with respect to which
the Company has received written  requests for inclusion  therein within 10 days
after  notice has been given to the  Holders.  Each Holder shall be permitted to
withdraw  all or any  portion of the  Registrable  Shares of such  Holder from a
Piggyback Registration at any time prior to the effective date of such Piggyback
Registration; provided, however, that if such withdrawal occurs after the filing
of the Registration Statement with respect to such Piggyback  Registration,  the
withdrawing  Holders  shall  reimburse  the  Company  for  the  portion  of  the
registration  expenses  payable  with  respect  to  the  Registrable  Shares  so
withdrawn.

     (b)  Priority on  Piggyback  Registrations.  The Company  shall  permit the
Holders to include all such Registrable  Shares on the same terms and conditions
as  any  similar   securities,   if  any,  of  the  Company  included   therein.
Notwithstanding  the  foregoing,  if the Company or the managing  underwriter or
underwriters  participating  in such offering advise the Holders in writing that
the total  amount of  securities  requested  to be  included  in such  Piggyback
Registration  exceeds  the  amount  which can be sold in (or during the time of)
such  offering  without  delaying or  jeopardizing  the success of the  offering
(including the price per share of the securities to be sold), then the amount of
securities  to be offered for the  account of the  Holders and other  holders of
securities who have piggyback  registration rights with respect thereto shall be
reduced  (to zero if  necessary)  pro rata on the basis of the  number of common
stock  equivalents  requested  to be  registered  by each such  Holder or holder
participating in such offering.

     (c) Right To Abandon.  Nothing in this Section 3 shall create any liability
on the part of the Company to the Holders if the Company in its sole  discretion
should decide not to file a registration statement proposed to be filed pursuant
to Section 3(a) or to withdraw  such  registration  statement  subsequent to its
filing,  regardless  of any  action  whatsoever  that a Holder  may have  taken,
whether as a result of the  issuance by the Company of any notice  hereunder  or
otherwise.

     SECTION 4 Holdback Agreement.  If (i) during the Effectiveness  Period, the
Company shall file a registration  statement  (other than in connection with the
registration of securities issuable pursuant to an employee stock option,  stock
purchase  or  similar  plan  or  pursuant  to  a  merger,  exchange  offer  or a
transaction of the type specified in Rule 145(a) under the Securities  Act) with
respect to the Common  Stock or similar  securities  or  securities  convertible
into,  or  exchangeable  or  exercisable  for,  such  securities  and (ii)  with
reasonable prior notice, the Company (in the case of a non- underwritten  public
offering by the Company  pursuant to such  registration  statement)  advises the
Holders in writing that a public sale or distribution of such Registrable Shares
would materially  adversely affect such offering or the managing  underwriter or
underwriters  (in the case of an  underwritten  public  offering  by the Company
pursuant  to such  registration  statement)  advises  the Company in writing (in
which  case  the  Company  shall  notify  the  Holders)  that a  public  sale or
distribution  of  Registrable  Shares  would  materially  adversely  impact such
offering, then each Holder shall, to the extent not inconsistent with applicable
law, refrain from, and agree in a writing to the Company and the underwriter or

                                                                 

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     underwriters to refrain from,  effecting any public sale or distribution of
Registrable  Shares  during  the ten days  prior to the  effective  date of such
registration  statement  and until the earliest of (A) the  abandonment  of such
offering, (B) 90 days from the effective date of such registration statement and
(C) if such offering is an underwritten offering, the termination in whole or in
part of any "hold back" period  obtained by the  underwriter or  underwriters in
such offering  from the Company in  connection  therewith but in no event longer
than 120 days (each such period, a "Holdback Period").

     SECTION 5.  Registration  Procedures.  In connection with the  registration
obligations of the Company  pursuant to and in accordance  with Sections 2 and 3
(and subject to Sections 2 and 3), the Company shall use commercially reasonable
efforts  to effect  such  registration  to permit  the sale of such  Registrable
Shares in accordance with the intended method or methods of disposition thereof,
and pursuant thereto the Company shall as expeditiously as possible (but subject
to Sections 2 and 3):

     (a) prepare and file with the SEC a Registration  Statement for the sale of
the Registrable Shares on any form for which the Company then qualifies or which
counsel for the Company shall deem  appropriate in accordance with such Holders'
intended method or methods of distribution thereof,  subject to the last proviso
of the first  sentence  of  Section  2(a),  Section  2(b),  and,  subject to the
Company's right to terminate or abandon a registration pursuant to Section 3(c),
use  commercially  reasonable  Efforts to cause such  Registration  Statement to
become effective and remain effective as provided herein;

     (b) prepare and file with the SEC such amendments (including post-effective
amendments) to such Registration Statement,  and such supplements to the related
Prospectus,  as may  be  required  by the  rules,  regulations  or  instructions
applicable to the Securities Act during the applicable period in accordance with
the intended methods of disposition  specified by the Holders of the Registrable
Shares covered by such Registration Statement, make generally available earnings
statements  satisfying  the  provisions of Section 11(a) of the  Securities  Act
(provided  that the Company shall be deemed to have complied with this clause if
it has complied with Rule 158 under the  Securities  Act), and cause the related
Prospectus  as so  supplemented  to be  filed  pursuant  to Rule 424  under  the
Securities Act; provided,  however, that before filing a Registration  Statement
or  Prospectus,  or any  amendments or  supplements  thereto (other than reports
required to be filed by it under the Exchange Act), the Company shall furnish to
the Holders of  Registrable  Shares covered by such  Registration  Statement and
their  counsel for review and comment,  copies of all  documents  required to be
filed;

     (c)  notify  the  Holders  of  any  Registrable   Shares  covered  by  such
Registration  Statement  promptly  and (if  requested)  confirm  such  notice in
writing,  (i) when a Prospectus or any Prospectus  supplement or  post-effective
amendment has been filed,  and, with respect to such  Registration  Statement or
any post-effective  amendment,  when the same has become effective,  (ii) of any
request by the SEC for amendments or supplements to such Registration  Statement
or the related Prospectus or for additional  information regarding such Holders,
(iii) of the issuance by the SEC of any stop order suspending the  effectiveness
of such  Registration  Statement or the initiation of any  proceedings  for that
purpose,  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the  Registrable  Shares  for  sale in any  jurisdiction  or the  initiation  or
threatening of any proceeding for such purpose,  and (v) of the happening of any
event that  requires the making of any changes in such  Registration  Statement,
Prospectus or documents  incorporated  or deemed to be  incorporated  therein by
reference so that they will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading;

     (d) use  commercially  reasonable  efforts to obtain the  withdrawal of any
order  suspending  the  effectiveness  of such  Registration  Statement,  or the
lifting of any suspension of the  qualification or exemption from  qualification
of any Registrable Shares for sale in any jurisdiction in the United States;

     (e)  furnish  to the  Holder  of any  Registrable  Shares  covered  by such
Registration  Statement,  each  counsel  for  such  Holders  and  each  managing
underwriter, if any, without charge, one conformed copy of such Registration

                                                                 

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     Statement,  as declared  effective by the SEC,  and of each  post-effective
amendment thereto, in each case including financial statements and schedules and
all exhibits and reports  incorporated or deemed to be  incorporated  therein by
reference; and deliver, without charge, such number of copies of the preliminary
prospectus,  any amended preliminary  prospectus,  each final Prospectus and any
post-effective  amendment or supplement  thereto,  as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Shares of such
Holder  covered  by  such   Registration   Statement  in  conformity   with  the
requirements of the Securities Act;

     (f) prior to any public  offering  of  Registrable  Shares  covered by such
Registration  Statement,  use  commercially  reasonable  efforts to  register or
qualify such Registrable  Shares for offer and sale under the securities or Blue
Sky laws of such  jurisdictions as the Holders of such Registrable  Shares shall
reasonably request in writing;  provided,  however, that the Company shall in no
event be required to qualify  generally to do business as a foreign  corporation
or as a dealer in any  jurisdiction  where it is not at the time so qualified or
to  execute  or file a  general  consent  to  service  of  process  in any  such
jurisdiction  where it has not  theretofore  done so or to take any action  that
would  subject  it to  general  service  of  process  or  taxation  in any  such
jurisdiction where it is not then subject;

     (g) upon the  occurrence of any event  contemplated  by paragraph  5(c)(v),
prepare a supplement or post-effective  amendment to such Registration Statement
or  the  related  Prospectus  or  any  document  incorporated  or  deemed  to be
incorporated  therein by reference and file any other required document so that,
as thereafter  delivered to the purchasers of the Registrable  Shares being sold
thereunder (including upon the termination of any Delay Period), such Prospectus
will not  contain an untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;

     (h) use  commercially  reasonable  efforts to cause all Registrable  Shares
covered by such Registration  Statement to be listed on each securities exchange
or automated  interdealer  quotation system, if any, on which similar securities
issued by the Company are then listed or quoted;

     (i) on or before the effective date of such Registration Statement, provide
the  transfer  agent of the Company  for the  Registrable  Shares  with  printed
certificates for the Registrable Shares covered by such Registration  Statement,
which are in a form eligible for deposit with The Depository Trust Company;

     (j) if such  offering  is an  underwritten  offering,  make  available  for
inspection by any Holder of  Registrable  Shares  included in such  Registration
Statement,  any  underwriter  participating  in any  offering  pursuant  to such
Registration Statement, and any attorney,  accountant or other agent retained by
any such Holder or underwriter (collectively,  the "Inspectors"),  all financial
and other  records and other  information,  pertinent  corporate  documents  and
properties  of  any  of  the  Company  and  its   subsidiaries   and  affiliates
(collectively,  the "Records"),  as shall be reasonably necessary to enable them
to exercise their due diligence  responsibilities;  provided,  however, that the
Records that the Company determines, in good faith, to be confidential and which
it notifies the Inspectors in writing are confidential shall not be disclosed to
any Inspector unless such Inspector signs a confidentiality agreement reasonably
satisfactory  to the Company  (which shall permit the disclosure of such Records
in such Registration  Statement or the related  Prospectus if necessary to avoid
or  correct  a  material   misstatement  in  or  material   omission  from  such
Registration  Statement  or  Prospectus)  or either (i) the  disclosure  of such
Records is  necessary  to avoid or correct a  misstatement  or  omission in such
Registration  Statement or (ii) the release of such Records is ordered  pursuant
to a subpoena or other order from a court of  competent  jurisdiction;  provided
further,  however, that (A) any decision regarding the disclosure of information
pursuant to subclause (i) shall be made only after consultation with counsel for
the applicable Inspectors and the Company and (B) with respect to any release of
Records  pursuant to subclause  (ii),  each Holder of Registrable  Shares agrees
that it shall, promptly after learning that disclosure of such Records is sought
in a court having jurisdiction,  give notice to the Company so that the Company,
at the Company's expense, may undertake appropriate action to prevent disclosure
of such Records; and


                                                                 

<PAGE>



     (k)  if  such  offering  is  an  underwritten  offering,  enter  into  such
agreements (including an underwriting  agreement in form, scope and substance as
is customary in underwritten  offerings) and take all such other appropriate and
reasonable  actions  requested  by the Holders of a majority of the  Registrable
Shares being sold in connection  therewith (including those reasonably requested
by the managing underwriters) in order to expedite or facilitate the disposition
of such  Registrable  Shares,  and in  such  connection,  (i)  use  commercially
reasonable  efforts to obtain  opinions  of counsel to the  Company  and updates
thereof  (which  counsel and opinions (in form,  scope and  substance)  shall be
reasonably  satisfactory to the managing underwriters and counsel to the Holders
of the  Registrable  Shares  being sold),  addressed  to each selling  Holder of
Registrable  Shares  covered  by such  Registration  Statement  and  each of the
underwriters  as to the matters  customarily  covered in opinions  requested  in
underwritten  offerings and such other matters as may be reasonably requested by
such  counsel and  underwriters,  (ii) use  commercially  reasonable  efforts to
obtain "cold comfort" letters and updates thereof from the independent certified
public  accountants  of the Company (and, if  necessary,  any other  independent
certified public accountants of any subsidiary of the Company or of any business
acquired by the Company for which  financial  statements and financial data are,
or are required to be,  included in the  Registration  Statement),  addressed to
each selling holder of Registrable Shares covered by the Registration  Statement
(unless such accountants  shall be prohibited from so addressing such letters by
applicable standards of the accounting profession) and each of the underwriters,
such  letters  to  be in  customary  form  and  covering  matters  of  the  type
customarily  covered in "cold comfort"  letters in connection with  underwritten
offerings,  (iii) if requested and if an underwriting agreement is entered into,
provide  indemnification  provisions and procedures  substantially to the effect
set forth in  Section 8 hereof  with  respect to all  parties to be  indemnified
pursuant to such  Section.  The above shall be done at each  closing  under such
underwriting or similar agreement, or as and to the extent required thereunder.

     The Company may require  each  Holder of  Registrable  Shares  covered by a
Registration  Statement to furnish such  information  regarding  such Holder and
such Holder's  intended method of disposition of such  Registrable  Shares as it
may from time to time reasonably request in writing.  If any such information is
not furnished within a reasonable  period of time after receipt of such request,
the Company may exclude such Holder's  Registrable Shares from such Registration
Statement.

     Each  Holder of  Registrable  Shares  covered by a  Registration  Statement
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv) or 5(c)(v),
that such Holder shall  forthwith  discontinue  disposition  of any  Registrable
Shares covered by such  Registration  Statement or the related  Prospectus until
receipt of the copies of the supplemented or amended Prospectus  contemplated by
Section 5(g),  or until such Holder is advised in writing (the  "Advice") by the
Company  that  the use of the  applicable  Prospectus  may be  resumed,  and has
received copies of any amended or  supplemented  Prospectus or any additional or
supplemental  filings which are incorporated,  or deemed to be incorporated,  by
reference  in  such  Prospectus   (such  period  during  which   disposition  is
discontinued  being an "Interruption  Period") and, if requested by the Company,
the Holder  shall  deliver to the Company (at the  expense of the  Company)  all
copies then in its  possession,  other than  permanent  file copies then in such
holder's  possession,  of the Prospectus covering such Registrable Shares at the
time of receipt of such request.

     Each  Holder of  Registrable  Shares  covered by a  Registration  Statement
further  agrees not to utilize any material  other than the  applicable  current
preliminary  prospectus or  Prospectus  in connection  with the offering of such
Registrable Shares.

     SECTION 6. Registration Expenses. Whether or not any Registration Statement
is filed or  becomes  effective,  the  Company  shall  pay all  costs,  fees and
expenses  incident  to the  Company's  performance  of or  compliance  with this
Agreement, including (i) all registration and filing fees, including NASD filing
fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws,
including reasonable fees and disbursements of counsel in connection  therewith,
(iii)  printing  expenses  (including  expenses  of  printing  certificates  for
Registrable Shares and of printing  prospectuses if the printing of prospectuses
is  requested  by the  Holders  or  the  managing  underwriter,  if  any),  (iv)
messenger,  telephone  and  delivery  expenses,  (v) fees and  disbursements  of
counsel  for  the  Company,  (vi)  fees  and  disbursements  of all  independent
certified  public  accountants of the Company  (including  expenses of any "cold
comfort"

                                                                 

<PAGE>



     letters  required in connection  with this Agreement) and all other persons
retained by the Company in connection with such  Registration  Statement,  (vii)
fees  and  disbursements  of one  counsel,  other  than the  Company's  counsel,
selected by Holders of a majority of the Registrable Shares being registered, to
represent  all such  Holders,  (viii)  fees and  disbursements  of  underwriters
customarily  paid by the  issuers or sellers  of  securities  and (ix) all other
costs,  fees and expenses  incident to the Company's  performance  or compliance
with this Agreement. Notwithstanding the foregoing, the fees and expenses of any
persons retained by any Holder, other than one counsel for all such Holders, and
any  discounts,  commissions  or  brokers'  fees or fees of  similar  securities
industry professionals and any transfer taxes relating to the disposition of the
Registrable  Shares by a Holder,  will be payable by such Holder and the Company
will have no obligation to pay any such amounts.

     SECTION 7. Underwriting Requirements.

     (a) Subject to Section  7(b),  any Holder shall have the right,  by written
notice,  to request  that any Demand  Registration  provide for an  underwritten
offering.

     (b)  In  the  case  of  any  underwritten  offering  pursuant  to a  Demand
Registration, the Holders of a majority of the Registrable Shares to be disposed
of in connection  therewith shall select the  institution or  institutions  that
shall manage or lead such offering,  which institution or institutions  shall be
reasonably satisfactory to the Company. In the case of any underwritten offering
pursuant to a Piggyback  Registration,  the Company shall select the institution
or  institutions  that shall  manage or lead such  offering.  No Holder shall be
entitled to participate in an underwritten offering unless and until such Holder
has entered  into an  underwriting  or other  agreement  (including  a "holdback
agreement"  to the  effect  set forth in  Section  4) with such  institution  or
institutions  for such offering in such form as the Company and such institution
or institutions shall determine.

     SECTION 8. Indemnification.

     (a) Indemnification by the Company.  The Company shall,  without limitation
as to time,  indemnify and hold harmless,  to the full extent  permitted by law,
each Holder of  Registrable  Shares  whose  Registrable  Shares are covered by a
Registration  Statement or  Prospectus,  the officers,  directors and agents and
employees of each of them, each Person who controls each such Holder (within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act)
and the  officers,  directors,  agents and  employees  of each such  controlling
person,  to the  fullest  extent  lawful,  from and  against any and all losses,
claims, damages,  liabilities,  judgment, costs (including,  without limitation,
costs of preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"),  as  incurred,  arising  out of or based  upon any  untrue or alleged
untrue statement of a material fact contained in such Registration  Statement or
Prospectus  or in any  amendment  or  supplement  thereto or in any  preliminary
prospectus,  or arising out of or based upon any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein not  misleading,  except  insofar as the same are based upon
information  furnished  in writing to the Company by or on behalf of such Holder
expressly  for use therein;  provided,  however,  that the Company  shall not be
liable to any such Holder to the extent that any such Losses arise out of or are
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission made in any  preliminary  prospectus if (i) having  previously
been  furnished  by or on behalf of the Company  with copies of the  Prospectus,
such Holder failed to send or deliver a copy of the Prospectus  with or prior to
the delivery of written  confirmation of the sale of Registrable  Shares by such
Holder to the person  asserting  the claim from which such Losses arise and (ii)
the  Prospectus  would have  corrected  in all  material  respects  such  untrue
statement or alleged untrue statement or such omission or alleged omission;  and
provided further, however, that the Company shall not be liable in any such case
to the  extent  that any such  Losses  arise out of or are based  upon an untrue
statement or alleged  untrue  statement  or omission or alleged  omission in the
Prospectus,  if (x) such untrue statement or alleged untrue statement,  omission
or alleged  omission is corrected  in all  material  respects in an amendment or
supplement to the Prospectus and (y) having  previously  been furnished by or on
behalf  of  the  Company  with  copies  of  the  Prospectus  as  so  amended  or
supplemented,  such Holder  thereafter  fails to deliver such  Prospectus  as so
amended or supplemented,  prior to or concurrently  with the sale of Registrable
Shares.

                                                                 

<PAGE>



     (b) Indemnification by Holder of Registrable Shares. In connection with any
Registration  Statement  in which a Holder is  participating,  such Holder shall
furnish to the Company in writing  such  information  as the Company  reasonably
requests for use in connection with such  Registration  Statement or the related
Prospectus  and agrees to  indemnify,  to the full extent  permitted by law, the
Company, its directors,  officers, agents or employees, each Person who controls
the Company  (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act) and the directors, officers, agents or employees of such
controlling  Persons,  from and against all Losses  arising out of or based upon
any untrue or alleged  untrue  statement  of a material  fact  contained in such
Registration  Statement or the related Prospectus or any amendment or supplement
thereto,  or any  preliminary  prospectus,  or arising  out of or based upon any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but only
to the  extent,  that such  untrue or alleged  untrue  statement  or omission or
alleged  omission is based upon any information so furnished in writing by or on
behalf of such  Holder to the  Company  expressly  for use in such  Registration
Statement or Prospectus.

     (c) Conduct of Indemnification Proceedings. If any Person shall be entitled
to indemnity  hereunder (an "Indemnified  Party"),  such Indemnified Party shall
give  prompt  notice to the party  from  which  such  indemnity  is sought  (the
"Indemnifying Party") of any claim or of the commencement of any proceeding with
respect to which such Indemnified  Party seeks  indemnification  or contribution
pursuant hereto;  provided,  however, that the delay or failure to so notify the
Indemnifying  Party shall not relieve the Indemnifying Party from any obligation
or  liability  except  to the  extent  that  the  Indemnifying  Party  has  been
prejudiced  by such delay or  failure.  The  Indemnifying  Party  shall have the
right,  exercisable by giving  written  notice to an Indemnified  Party promptly
after the receipt of written notice from such Indemnified Party of such claim or
proceeding,  to assume, at the Indemnifying  Party's expense, the defense of any
such  claim  or  proceeding,   with  counsel  reasonably  satisfactory  to  such
Indemnified Party;  provided,  however, that (i) an Indemnified Party shall have
the right to employ  separate  counsel  in any such claim or  proceeding  and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of such Indemnified  Party unless:  (1) the Indemnifying
Party agrees to pay such fees and  expenses;  (2) the  Indemnifying  Party fails
promptly  to assume the defense of such claim or  proceeding  or fails to employ
counsel  reasonably  satisfactory  to such  Indemnified  Party; or (3) the named
parties  to any  proceeding  (including  impleaded  parties)  include  both such
Indemnified  Party and the Indemnifying  Party, and such Indemnified Party shall
have been  advised  by  counsel  that  there may be one or more  legal  defenses
available to it that are  inconsistent  with those available to the Indemnifying
Party or that a conflict of  interest is likely to exist among such  Indemnified
Party and any other  indemnified  parties (in which case the Indemnifying  Party
shall not have the right to assume the  defense of such action on behalf of such
Indemnified Party); and (ii) subject to clause (3) above, the Indemnifying Party
shall not, in  connection  with any one such claim or proceeding or separate but
substantially similar or related claims or proceedings in the same jurisdiction,
arising out of the same general allegations or circumstances,  be liable for the
fees and expenses of more than one firm of attorneys  (together with appropriate
local counsel) at any time for all of the indemnified  parties,  or for fees and
expenses that are not reasonable.  Whether or not such defense is assumed by the
Indemnifying Party, such Indemnified Party shall not be subject to any liability
for any settlement made without its consent.  The  Indemnifying  Party shall not
consent  to entry of any  judgment  or enter into any  settlement  that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party  of a  release,  in form  and  substance  reasonably
satisfactory  to the  Indemnified  Party,  from all liability in respect of such
claim or  litigation  for which such  Indemnified  Party  would be  entitled  to
indemnification hereunder.

     (d) Contribution.  If the indemnification provided for in this Section 8 is
unavailable  to an  indemnified  party in respect of any Losses  (other  than in
accordance with its terms), then each applicable  indemnifying party, in lieu of
indemnifying  such  indemnified  party,  shall  contribute to the amount paid or
payable by such indemnified party as a result of such Losses, in such proportion
as is appropriate to reflect the relative fault of the  indemnifying  party,  on
the one hand, and such indemnified  party, on the other hand, in connection with
the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party,  on the one hand,  and  indemnified  party,  on the other hand,  shall be
determined by reference to, among other things,  whether any action in question,
including  any  untrue  statement  of a  material  fact or  omission  or alleged
omission to state a material  fact, has been taken by, or relates to information
supplied by, such indemnifying party or indemnified party, and

                                                                 

<PAGE>



     the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity  to correct or prevent any such action,  statement or omission.  The
amount  paid or payable by a party as a result of any Losses  shall be deemed to
include any legal or other fees or expenses incurred by such party in connection
with any investigation or proceeding. The parties hereto agree that it would not
be just and  equitable  if  contribution  pursuant  to this  Section  8(d)  were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable  considerations referred to in the immediately
preceding  paragraph.  Notwithstanding  the  provision of this Section  8(d), an
indemnifying  party that is a Holder  shall not be  required to  contribute  any
amount which is in excess of the amount by which the total proceeds  received by
such Holder from the sale of the Registrable  Shares sold by such Holder (net of
all underwriting  discounts and  commissions)  exceeds the amount of any damages
that such  indemnifying  party has  otherwise  been required to pay by reason of
such untrue or alleged  untrue  statement  or omission or alleged  omission.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

     SECTION 9. Transfer of Registration Rights. The rights to cause the Company
to register Registrable Shares pursuant to this Agreement may not be assigned by
a Holder to a transferee or assignee of such  securities  except to (i) a Person
who acquires at least 1,000,000  Registrable  Shares (subject to adjustment) and
who has agreed to be bound by the terms of this Agreement as if such Person were
a Holder and is (A) a Person to whom a Holder has transferred Registrable Shares
pursuant to Rule "4(1-1/2)" (or any similar private transfer exemption),  or (B)
upon the death of any Holder,  the  executor of the estate of such Holder or any
of  such  Holder's  heirs,  devisees,  legatees  or  assigns  or (ii)  upon  the
disability of any Holder, any guardian or conservator of such Holder.

     SECTION 10. Miscellaneous.

     (a) Termination.  This Agreement and the obligations of the Company and the
Holders  hereunder  (other than Section 8) shall  terminate on the first date on
which no  Registrable  Shares remain  outstanding.  (b) Notices.  All notices or
communications  hereunder  shall be in writing  (including  telecopy  or similar
writing), addressed as follows:

To the Company:

Breed Technologies, Inc.
5300 Old Tampa Highway
Lakeland, Florida 33811
Attention: Charles J. Sperenzella, Jr.

And

General Counsel
Telecopier: (941) 668-6016

To the Holder:

Siemens Aktiengeselleschaft
Legal Department ZFR3
Werner-von-Siemens Strasse
D-91052 Erlangen
Germany
Telecopier:  011-49-91317-29001
Attention:  Counsel for Automotive Systems Group


                                                                 

<PAGE>



with a copy to:

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

     or such other  addresses as each of the parties hereto or any future Holder
may designate to the other parties.

     Any such notice or  communication  shall be deemed given (i) when made,  if
made by hand delivery, (ii) upon transmission,  if sent by confirmed telecopier,
(iii) one business day after being  deposited with a next-day  courier,  postage
prepaid,  or (iv) three  business days after being sent  certified or registered
mail, return receipt requested, postage prepaid, in each case addressed as above
(or to such other address or to such other  telecopier  number as such party may
designate in writing from time to time).

     (c)  Separability.  If any provision of this Agreement shall be declared to
be  invalid  or  unenforceable,   in  whole  or  in  part,  such  invalidity  or
unenforcibility  shall not affect the  remaining  provisions  hereof which shall
remain in full force and effect.

     (d)  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties hereto and their respective  heirs,  devisees,  legatees,
legal representatives, successors and assigns.

     (e) Entire Agreement. This Agreement represents the entire agreement of the
parties and shall  supersede  any and all previous  contracts,  arrangements  or
understandings  between the parties  hereto with  respect to the subject  matter
hereof.

     (f)  Amendments  and Waivers.  Except as  otherwise  provided  herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company  has  obtained  the written  consent of Holders of at least a
majority in number of the Registrable Shares then outstanding.

     (g)   Publicity.   No  public  release  or   announcement   concerning  the
transactions  contemplated hereby shall be issued by any party without the prior
consent of the other parties, except to the extent that such party is advised by
counsel that such  release or  announcement  is  necessary  or  advisable  under
applicable law or the rules or regulations of any securities exchange,  in which
case the party required to make the release or announcement  shall to the extent
practicable provide the other party with an opportunity to review and comment on
such release or announcement in advance of its issuance.

     (h)  Expenses.  Whether  or not the  transactions  contemplated  hereby are
consummated,  except as  otherwise  provided  herein,  all  costs  and  expenses
incurred in connection with the execution of this Agreement shall be paid by the
party incurring such costs or expenses, except as otherwise set forth herein.

     (i)  Interpretation.  The  headings  contained  in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

     (j)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts, all of which shall be one and the same agreement, and shall become
effective  when  counterparts  have  been  signed  by  each of the  parties  and
delivered to each other party.

                                                                 

<PAGE>



     (k) Governing  Law. This  Agreement  shall be construed,  interpreted,  and
governed in accordance with the internal laws of Delaware  without giving regard
to the principles of conflicts of law.

     (l) Calculation of Time Periods. Except as otherwise indicated, all periods
of time  referred to herein shall include all  Saturdays,  Sundays and holidays;
provided,  however,  that if the date to perform the act or give any notice with
respect to this  Agreement  shall fall on a day other than a Business  Day, such
act or notice may be timely performed or given if performed or given on the next
succeeding Business Day.

     (m) Consent to  Jurisdiction.  Subject to the  provisions of paragraph (n),
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 Person at the address of such Person set
forth in Section 10 with respect to any disputes arising out of this Agreement.

     (n) Release of Siemens Aktiengesellschaft. If the Holder assigns its rights
and  obligations  under this  Agreement  pursuant to  paragraph  (d), so long as
Siemens  Corporation  is subject to the  jurisdiction  of the Federal,  state or
local courts of the United States with respect to claims or disputes relating to
this Agreement or the  transactions  contemplated  hereby the Company for itself
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  arising out of claims or disputes  relating to this
Agreement or the transactions contemplated hereby.

     (0) Waiver of Jury Trial; Trial Costs. 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.

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


                                                     BREED TECHNOLOGIES, INC.


                                                     By:
                                                          Name:
                                                          Title:


                                                     SIEMENS AKTIENGESELLSCHAFT


                                                     By:
                                                          Name:
                                                          Title:


                                                     By:
                                                          Name:
                                                          Title: