EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC


Parties:

FAIRCHILD FRANCE, INC. ("Fairchild France") and JACQUES S. MOSKOVIC.  All
references to "you" shall mean Jacques S. Moskovic.


Position:

Your position will be Commercial Manager, reporting directly to the Chief
 Operating
Officer of The Fairchild Corporation ("Fairchild").


Compensation:

Your base salary ("base salary") will be at a rate not less than $90,000 per
 year,
payable bi-weekly in accordance with Fairchild's usual payroll policies.  

Your base salary will be reviewed annually by Fairchild France, and adjustments,
if any, to your base salary will be at the discretion of the Board of Directors
 of
Fairchild France.


Other Benefits:

You will be eligible to participate in all Fairchild France employee benefit
 plans. 
You shall pay the portion of French social costs and taxes required to be paid
 by
the employee.  Fairchild France shall pay the portion required to be paid by the
employee.

Term:

The initial term of your employment shall commence as of January 15, 1995.


Termination:

If your employment shall be terminated, for any reason other than Cause (as
defined below), you shall be entitled to receive as severance the standard and
customary severance package paid by Fairchild France to senior officers employed
for a similar time period as you were employed by Fairchild France.


Duties:

As Commercial Manager of Fairchild France, you shall perform such reasonable
duties with respect to Fairchild France as you shall be directed to perform by
 the
Chief Operating Officer of Fairchild, the Board of Directors of Fairchild
 France and
the Board of Directors of Fairchild.  Your duties will include, without
 limitation,
making business decisions within the limits of the corporate purpose of
 Fairchild
France, representing Fairchild France before any applicable governmental office
and hiring and discharging the necessary personnel.  


Confidentiality:

You shall enter into a Confidentiality Agreement and an Agreement to Assign to
Fairchild inventions and designs, whether patentable or not, conceived or
 improved
by you during the Initial Term or during any extension thereof.


Cause:

Your employment may be terminated at any time for Cause, which shall include (i)
conduct, at any time, which has involved criminal dishonesty, conviction of any
felony, or conviction of any lesser crime or offense involving the property of
Fairchild, or any of its affiliates, significant conflict of interest, serious
 impropriety,
or breach of corporate duty, misappropriation of any money or other assets or
properties of Fairchild, or that of its subsidiaries or affiliates, (ii) willful
 violation of
specific and lawful directions form the Fairchild's CEO or its Board of
 Directors,
failure or refusal to perform services customarily performed by a person in your
office, or as otherwise as specifically required by agreement, or willful
 misconduct
or gross negligence in connection with the performance of your duties, (iii)
 chronic
alcoholism or drug addiction, and (iv) any other acts or conduct inconsistent
 with
the standards of loyalty, integrity or care reasonably required by Fairchild of
 its
senior management.


Location:

You understand that your obligations under this employment arrangement will
require you to live in or spend considerable time in France.
Conflicting


Arrangements:

You represent and warrant to Fairchild that there is no agreement to which you
 are
a party or under which you are bound which would prohibit your employment by
Fairchild, or which would in any other manner interfere with the performance by
you of your duties for Fairchild, its affiliates and subsidiaries.


Governing Law:

Our understandings shall be governed by the laws of France, exclusive of its
choice of law provisions.


Binding Effect:

This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto.  This
Agreement binds and inures to the benefit of Fairchild, its successors and
 assigns.


Accepted:                       Accepted:

                                FAIRCHILD FRANCE, INC.
Jacques S. Moskovic             John L. Flynn   
                                Vice President

Dated:September 24, 1994        Dated:September 24, 1994