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                           THE GLOBAL SOURCES EMPLOYEE

                         EQUITY COMPENSATION PLAN NO. I
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                            Appleby Spurling & Kempe
                                   Cedar House
                                 41 Cedar Avenue
                                 Hamilton HM 12



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                                    CONTENTS

No.      Section                                                     Page

1.       Name of the Plan.................................................1
2.       Purpose of the Plan..............................................1
3.       Shares Subject to the Plan.......................................1
4.       Eligible Persons.................................................1
5.       Number of Shares and Exercise Price..............................2
6.       Payment..........................................................2
7.       Non-transferability..............................................2
8.       Adjustments......................................................2
9.       Option Term......................................................2
10.      Plan Duration....................................................3
11.      Administration...................................................4
12.      Terminating Transactions.........................................4
13.      Take Over or Change of Control...................................5
14.      Government Regulations...........................................5
15.      Costs and Expenses...............................................5
16.      Amendment or Termination of the Plan.............................6
17.      Effective Date of this Plan......................................6
18.      Limitation of Liability..........................................6
19.      Governing Law and Jurisdiction...................................6

Schedule 1


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                           THE GLOBAL SOURCES EMPLOYEE

                         EQUITY COMPENSATION PLAN NO. I


1.   Name of the Plan

     This Employee Equity Compensation Plan shall be known as The Global Sources
     Employee Equity Compensation Plan No. I.

2.   Purpose of the Plan

     Under the Global Sources Employee Equity Compensation Plan No. I (the
     "Plan") options ("Options"), or individually an option ("Option"), may be
     granted to purchase Class "A" voting ordinary shares of US$1.00 each (the
     "Shares") in Trade Media Holdings Ltd., a company incorporated in the
     Cayman Islands (the "Company"), through The Global Sources Employee Equity
     Compensation Trust (the "Trust").

3.   Shares Subject to the Plan

     The Shares held by Harrington Trust Limited as trustee of the Trust dated
     30 December 1999 (the "Trustee") shall be eligible for issuance by the
     Trustee pursuant to the Plan for the granting of Options under the Plan,
     subject to adjustments under Section 8 below. Shares which are subject to
     an Option granted under this Plan which remains unexercised in whole or in
     part at the date of expiry, termination or cancellation of the Option will
     be available for the granting of any future Option or Options under the
     Plan or any subsequent employee equity compensation plans. A Plan Committee
     is constituted under the Trust and appointed by the Company to determine
     the allocation of shares and other benefits to the Grantees.

4.   Eligible Persons

     The persons eligible to receive a grant of Options under the Plan (a
     "Grantee" and collectively the "Grantees") are any persons employed by the
     Company, including Directors of the Company, or by its parent (if any), or
     any of its subsidiaries or its affiliates on a salaried basis or any
     consultant or advisor to, or independent contractor of, the Company, its
     parent (if any), or any of its subsidiaries or affiliates ("eligibly
     employed") at the date of the public listing of the Company's shares (the
     "listing") on an appointed Stock Exchange (including the Nasdaq National
     Market). Grantees shall be determined by resolution of the Board of
     Directors of the Company, whose decision


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                                      -2-


     shall be final. The number of Options which may be granted to a Grantee
     shall be determined by the Company at the time of grant.

5.   Number of Shares and Exercise Price

     The number of Shares purchasable upon exercise of each Option and the
     exercise price (the "Exercise Price") for each Option granted to purchase
     any of the Shares available for the purpose at the commencement of the Plan
     shall be determined by the Company at the time of Grant.

6.   Payment

     Payment for Shares purchased upon any exercise of an Option granted under
     the Plan (the "Subscription Payment") may be made by the Grantee or the
     Grantee's personal representatives (as the case may be) to the Trustee in
     the manner determined by the Company at the time of Grant.

7.   Non-transferability

     Any Option granted under the Plan shall by its terms be non-transferable by
     the Grantee and any Shares purchased upon any exercise of an Option granted
     under the Plan shall be non-transferable except in accordance with Section
     9 hereof and with the terms of Schedule 2 respectively.

8.   Adjustments

     If the outstanding Shares then subject to the Plan are changed into or
     exchanged for a different number or kind of shares or securities, as a
     result of one or more reorganisations, recapitalisations, stock splits,
     reverse stock splits, stock dividends and the like, appropriate adjustments
     shall be made in the number and/or type of shares or securities for which
     Options then outstanding under the Plan may thereafter be exercised. Any
     such adjustment in outstanding Options may also adjust the Exercise Price
     of such Options in order to preserve, but not to increase or decrease, the
     benefits of the Grantees under Options existing immediately prior to the
     event giving rise to such adjustment.

9.   Option Term

     Each Option granted under the Plan shall vest in the Grantee on the date
     upon which it shall be granted, subject to the following:

     (a)  Options granted under this Plan shall be exercised within the period
          determined by the Company at the time of the grant.


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                                      -3-

     (b)  In the case of every Option granted hereunder:

          (i)  if a Grantee ceases to be employed by the Company or its parent
               (if any) or subsidiary or affiliate because of the Grantee's
               discharge for "cause", as hereinafter defined, or the resignation
               of the employee which shall include retirement other than at
               "normal retirement", as hereinafter defined, the Option expires
               concurrently with such cessation of employment;

          (ii) if the Grantee shall die, become disabled or take normal
               retirement while eligibly employed the Grantee or, in the case of
               death, the person or persons to whom the Grantee's rights under
               the Option shall have lawfully passed whether by will, by the
               applicable laws of succession or otherwise, shall retain the same
               rights of exercise with respect to Options held at the time of
               death, disablement or normal retirement as would have been
               available if the Grantee had continued to be eligibly employed;

          (iii) "cause", shall mean conduct, as determined by the Board,
               involving one or more of the following: the commission of an act
               of theft, embezzlement, fraud, dishonesty, or moral turpitude,
               the deliberate disregard of the rules of the Company which
               resulted in or on the Board's determination may result in loss,
               damage or injury to the Company, the unauthorised disclosure of
               any trade secret or confidential information of the Company, or
               the commission of an act which constitutes unfair competition
               with the Company. In the event that the Grantee does not accept
               the determination of the Company, the matter will be decided in
               accordance with Bermuda law and the exercise by that employee of
               Options will be suspended pending resolution by the Bermuda
               Courts;

          (iv) "normal retirement" shall mean retirement from active employment
               by the person eligibly employed on or after the normal retirement
               date specified in the applicable pension plan relating to the
               person eligibly employed or if there is no such pension plan, age
               65.

10.  Plan Duration

     Options may not be granted more than ten years after the effective date of
     the Plan.


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                                      -4-

11.  Administration

     The Plan shall be managed and administered by the Trustee subject to the
     directions of the Plan Committee as provided under the Trust.

     The interpretation and construction by the Trustee of any provisions of the
     Plan or of any Option granted hereunder shall be final and binding upon
     Grantees and their respective successors, unless otherwise determined by
     the Company, in which case such determination of the Company shall be final
     and binding. Neither the Trustee nor the Company shall be liable for any
     action taken, or determination made, in good faith.

     The Trustee or the Company may, from time to time, adopt rules and
     regulations for carrying out the Plan and, subject to the provisions of the
     Plan, may issue a certificate in the form annexed to the Plan or prescribe
     the form or forms of the instruments evidencing Options granted under the
     Plan.

     Subject to the provisions of the Plan and to the directions of the Plan
     Committee, the Trustee shall have full and final authority in its
     discretion to select the persons to be granted an option, to grant such
     Option, to determine the number of Shares to be subject thereto, the terms
     of exercise, including any vesting provisions, the expiration date, any
     conditions which the Grantee must fulfil in order to exercise an option and
     such other terms and provisions thereof as it may authorise at the time
     when each Option is granted, each of which terms and provisions may be
     different for each Option. The Trustee, with the consent of the Plan
     Committee, may amend the terms of any existing Option to accelerate the
     time or times at which such Option, or any part thereof, shall become
     exercisable, or in any other respect which shall not adversely affect the
     rights of the holder of such Option.

     The Company may delegate any of its powers, rights, duties and
     responsibilities under the Plan to the Plan Committee who may discharge
     same with the authority and in the place and stead of the Company.

12.  Terminating Transactions

     Upon the dissolution or liquidation of the Company, upon a reorganisation,
     merger or consolidation of the Company with one or more bodies corporate as
     a result of which the Company is not the surviving company, or as a result
     of which the outstanding Shares are converted into cash, or property or
     securities not issued by the Company, or upon a sale of substantially all
     the property or shares of the Company excluding the share exchange
     agreement entered into with the Fairchild Corporation, Fairchild (Bermuda)
     Ltd., the Company, and the Company's shareholders (the "Share Exchange")
     (any of which shall be deemed hereunder to constitute a "Terminating

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                                      -5-

     Transaction"), the Plan shall terminate. Upon the happening of a
     Terminating Transaction, the unexercised portion of all Options then
     outstanding shall ipso facto become exercisable and the Trustee shall, on
     the date of consummation of the Terminating Transaction, or on such earlier
     date as the Trustee may in its discretion determine, accept the surrender
     by each Grantee of the right to exercise all of such Options held by him
     and shall make payment in consideration therefor of an amount equal to the
     difference obtained by subtracting the exercise price of the Shares which
     are the subject of such surrendered Option from the Fair Market Value of
     such Shares on the date of such surrender (such amount not to be less than
     zero), such payment to be made by cheque.

13.  Take Over or Change of Control

     In the event that, whether as the result of a successful offer to
     shareholders or otherwise, but excluding the consequence of the Share
     Exchange, 50 percent or more of the issued and outstanding Shares are held
     or beneficially owned by a person or group of persons acting in concert the
     unexercised portion of all Options then outstanding shall ipso facto become
     exercisable and the Trustee shall, on the twentieth business day after the
     happening of such event shall first have come to the notice of the Company,
     or such earlier date as the Trustee may decide, accept the surrender by
     each Grantee of the right to exercise all of such Options in all respects
     as though the Trustee had elected to accept such surrender pursuant to
     Section 12 hereof, except that the payment in consideration therefor shall
     be the higher of the Fair Market Value of the Shares represented by such
     Options and the price per Share offered to shareholders as aforesaid (if
     applicable).

14.  Government Regulations

     The Trustee shall not issue any Shares upon the exercise of any Option
     unless and until all licences, permissions and authorisations required to
     be granted by the Government of Bermuda, or by any authority or agency
     thereof, shall have been duly received.

15.  Costs and Expenses

     All costs and expenses with respect to the adoption of the Plan and in
     connection with the registration of Shares shall be borne by the Company;
     provided, however, that except as otherwise specifically provided in the
     Plan or in any agreement between the Company and a Grantee, the Company
     shall not be obliged to pay any costs or expenses (including legal fees)
     incurred by any Grantee in connection with any Option or Shares held or
     transferred by any Grantee.


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                                      -6-

16.  Amendment or Termination of the Plan

     The Company by resolution of the Board of Directors may alter, amend,
     suspend or terminate the Plan; however, except as otherwise provided in the
     Plan, no such action shall deprive the Grantee, without his or her consent,
     of any Option or any of the rights thereunder granted to the Grantee
     pursuant to the Plan. Except as herein provided, no such action of the
     Company, unless taken with the approval of a resolution of the shareholders
     of the Company in general meeting may:

     (a)  reduce the minimum permissible Exercise Price for Options;

     (b)  extend the termination date of the Plan set forth herein; or

     (c)  alter the class of persons eligible to receive Options under the Plan.

     No amendment of this Plan shall increase the duties and responsibilities of
     the Trustee without its consent.

17.  Effective Date of this Plan

     The effective date of this Plan shall be the earlier of the date the Shares
     are transferred to the Trust and the date of the listing.

18.  Limitation of Liability

     No member of the Board or the Plan Committee, or any officer or employee of
     the Company acting on behalf of the Board or the Plan Committee, shall be
     personally liable for any action, determination or interpretation taken or
     made in good faith with respect to the Plan, and all members of the Board
     or the Committee and each and any officer or employee of the Company acting
     on their behalf shall, to the extent permitted by law, be fully indemnified
     and protected by the Company in respect of any such action, determination
     or interpretation.

19.  Governing Law and Jurisdiction

     This Plan shall be governed by and interpreted and construed in accordance
     with the laws of Bermuda and the Company and each Grantee hereby
     irrevocably submits to the exclusive jurisdiction of the courts of Bermuda.

     IN WITNESS WHEREOF the Company has caused its common seal to be hereunto
affixed in the presence of its duly authorised officers as of the ___ day of
__________ 2000.

The COMMON SEAL of                          )


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                                      -7-

Trade Media Holdings LTD.           )

was hereunto affixed                )

in the presence of:-                )



_____________________________
Director



_____________________________
Secretary


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          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE

                            TRADE MEDIA HOLDINGS LTD.

                               OPTION CERTIFICATE

           THE GLOBAL SOURCES EMPLOYEE EQUITY COMPENSATION PLAN NO. I


THIS IS TO CERTIFY that, on the date shown below, an Option was granted to the
Grantee named below, subject to the provisions of the above-mentioned Plan, as
amended from time to time and to the Rules made pursuant thereto for the time
being in force, to subscribe, at the Exercise Price stated below, for the number
of Class "A" voting ordinary shares of US$1.00 each in the capital of Trade
Media Holdings Ltd. specified below.

Grantee:          Name:
                            --------------------------------------------

                  Address:
                            --------------------------------------------

                            --------------------------------------------

                            --------------------------------------------

Date of Grant:
                           -----------------------------------------------------

Expiry Date:
                           -----------------------------------------------------

Exercise Dates:            -----------------------------------------------------

                                    The Option may also become exercisable on
                                    the happening of certain events specified in
                                    the Plan. Please refer to the Plan and the
                                    Rules for full particulars.

Number of Shares subject to the Option:   __________________________

Exercise Price per Share:                 __________________________


Total Subscription Cost on exercise in full: _______________________

                                    For and on behalf of the Trustee


                                    ________________________________


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                                   SCHEDULE 1

For the purpose of this Schedule 1 the term "eligibly employed" shall have that
meaning ascribed to it in Section 4 of the Plan.

Upon exercise of the Options by the Grantee and payment of the Exercise Price,
the Shares purchased by the Grantee shall not vest in the Grantee but shall be
held by the Trustee for the Grantee for such period (the "vesting period") to be
determined by the Company at the time of Grant and subject to the following
provisions and any other provisions determined by the Company at the time of
Grant:

1.   At the termination of the vesting period the Grantee can direct the Trustee
     to transfer the Shares for which the Grantee has subscribed to the Grantee
     or to such person as the Grantee directs provided that in the event of the
     Grantee directing the Trustee to transfer the Shares to someone other than
     the Grantee, the Grantee shall be responsible for obligations, liabilities
     or taxes incurred as a consequence of such direction.

2.   If the Grantee ceases to be eligibly employed by reason of death,
     disability or normal retirement during the vesting period the vesting
     period shall terminate and the Grantee (or the personal representative of
     the Grantee as the case may be) can direct the Trustees to transfer to the
     Grantee or to such person as the Grantee or the personal representative of
     the Grantee (as the case may be) directs any Shares held for the Grantee
     provided that in the event of the Grantee or the personal representative of
     the Grantee directing the Trustee to transfer the Shares to someone other
     than the Grantee, the Grantee or the personal representative of the Grantee
     (as the case may be) shall be responsible for obligations, liabilities or
     taxes incurred as a consequence of such direction.

3.   If the Grantee is discharged for cause or shall become the employee of,
     consultant or advisor to, or an independent contractor of a Competitor or
     shall otherwise cease to be eligibly employed during the vesting period the
     Subscription Payment shall be returned to the Grantee upon the expiration
     of the third anniversary of the listing of the Company without payment of
     interest thereon. The definition "Competitor" shall be determined by the
     Company whose decision shall be final.

4.   The Trust may withhold from any payment made to a Grantee the applicable
     withholding tax or any other taxes or charges that an employer is normally
     charged with doing in respect of employee, consultant, advisor or
     independent contractor compensation, as applicable.


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                                      -2-


5.   The maximum number of Shares that may be issued to any individual upon
     exercise of an Option or Options granted under the Plan in any calendar
     year shall not exceed 25% of the aggregate number of Shares to be issued
     under the Plan.