October 21, 1994


Mr. Mel D. Borer
Fairchild Communications Services Company
300 West Service Road
P.O. Box #10804
Chantilly, VA  22021

Dear Mel:

     This letter agreement supersedes any agreements between you
and The Fairchild Corporation (Fairchild) relating to severance
payments, including, if applicable, the letter agreement dated
October 23, 1991 between Fairchild and you, each of which shall be
deemed terminated, effective upon your acceptance hereof.

     In exchange for your continued services as an executive of
Fairchild, Fairchild hereby agrees that, in the event Fairchild
terminates your employment without cause during a three year
period, commencing on the date of this letter, you shall receive on
date of termination a severance payment consisting of one year of
then current base salary.  In addition, if, but for such
termination, a bonus would have been earned by you for the year in
which termination takes place, you shall be entitled at year-end to
such bonus, pro-rated, however, from the beginning of the fiscal
year to date of termination.  Any portion of the bonus that is
based on individual goals shall be deemed to be fully earned.

     Please acknowledge your agreement with the terms of this
letter agreement by signing the attached copy and returning same to
this office, which shall be effective as of the date of your
acceptance.
                              Very truly yours,

                              THE FAIRCHILD CORPORATION

                              By:    Thomas J. Flaherty

ACCEPTED AND AGREED:

By:  Mel D. Borer
Date:  October 24, 1994