PROMISSORY NOTE
                                
                                
                                
                                
                                
$200,000                              Dulles, Virginia
                                          July 1, 1998




   FOR VALUE RECEIVED, the undersigned (the "Maker"), promises to
pay Fairchild Holding Corp. (the "Company") the principal sum  of
$200,000 on June 20, 2001, plus interest at 5.48% per annum  (the
"Applicable  Rate") on September 30 of each year for  the  period
then ended, both payable at the offices of the Company in Dulles,
Virginia.

    The obligation represented by this Note shall constitute  the
general  obligation of the Maker.  It shall constitute a  default
hereunder if the principal and interest is not paid when due  and
payable.  If Maker fails to pay principal and interest when  due,
the  Note, plus accrued interest, will continue to bear  interest
at  the Applicable Rate from the date the Loan is due and as long
as any principal and interest remain outstanding.

    The  Maker  waives all exemptions to the extent permitted  by
law,  diligence in collection, demand, presentment  for  payment,
protest,  and notice of protest and of non-payment.  Time  is  of
the  essence  in  connection  with  this  Note,  which  shall  be
construed  in  accordance with, and governed in all respects  by,
the laws of the State of Delaware.

    IN  WITNESS WHEREOF, this Note has been duly executed by  the
undersigned Maker on the date first above written.





                                             Robert A. Sharpe