1

                      FAIRCHILD SEMICONDUCTOR CORPORATION

                       EXCHANGE OFFER FOR ALL OUTSTANDING
             10 1/2% SENIOR SUBORDINATED NOTES DUE FEBRUARY 1, 2009
                              IN EXCHANGE FOR NEW
             10 1/2% SENIOR SUBORDINATED NOTES DUE FEBRUARY 1, 2009

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

     Fairchild Semiconductor Corporation (the "Issuer") is offering, upon and
subject to the terms and conditions set forth in the prospectus dated April 30,
2001 (the "Prospectus"), and the enclosed letter of transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 10 1/2% Senior
Subordinated Notes Due February 1, 2009, which have been registered under the
Securities Act of 1933, as amended, for its outstanding 10 1/2% Senior
Subordinated Notes Due February 1, 2009 (the "Old Notes"). The Exchange Offer is
being made in order to satisfy certain obligations of the Issuer contained in
the registration rights agreement in respect of the Old Notes, dated January 26,
2001, by and among the Issuer and the guarantors and initial purchasers referred
to therein.

     We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

     1. Prospectus dated April 30, 2001;

     2. A Letter of Transmittal relating to the Old Notes for your use and for
        the information of your clients;

     3. A Notice of Guaranteed Delivery relating to the Old Notes which is to be
        used to accept the Exchange Offer if certificates for Old Notes are not
        immediately available or time will not permit all required documents to
        reach the Exchange Agent prior to the Expiration Date (as defined below)
        or if the procedure for book-entry transfer cannot be completed on a
        timely basis;

     4. A form of letter which may be sent to your clients for whose account you
        hold Old Notes registered in your name or the name of your nominee, with
        space provided for obtaining such clients' instructions with regard to
        the Exchange Offer; and

     5. Guidelines for Certification of Taxpayer Identification Number on
        Substitute Form W-9.

     YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON MAY 30, 2001, UNLESS EXTENDED BY THE ISSUER (THE
"EXPIRATION DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal relating to the Old Notes (or facsimile thereof
or Agent's Message in lieu thereof), with any required signature guarantees and
any other required documents, should be sent to the Exchange Agent and
certificates representing the Old Notes, or a timely confirmation of a
book-entry transfer of such Old Notes, should be delivered to the Exchange
Agent, all in accordance with the instructions set forth in the Letter of
Transmittal and the Prospectus.

     If a registered holder of Old Notes desires to tender, but such Old Notes
are not immediately available, or time will not permit such holder's Old Notes
or other required documents to reach the Exchange Agent before the Expiration
Date, or the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures."
   2

     The Issuer will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Old Notes held by them as nominee or in a fiduciary capacity. The
Issuer will not make any payments to brokers, dealers, or others soliciting
acceptances of the Exchange Offer. Holders of Old Notes will not be obligated to
pay or cause to be paid all stock transfer taxes applicable to the exchange of
Old Notes pursuant to the Exchange Offer.

     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to United
States Trust Company of New York, the Exchange Agent for the Exchange Offer, at
its address and telephone number set forth on the front of the Letter of
Transmittal.

                                          Very truly yours,

                                          FAIRCHILD SEMICONDUCTOR CORPORATION

     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OR
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

                                        2