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                           THE GLOBAL SOURCES EMPLOYEE

                        EQUITY COMPENSATION PLAN NO. III
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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 this Plan...................................................1
2.       Purpose of this Plan................................................1
3.       Shares Subject to the Plan..........................................1
4.       Eligible Persons....................................................1
5.       Non-transferability.................................................1
6.       Adjustments.........................................................2
7.       Plan Duration.......................................................2
8.       Administration......................................................2
9.       Terminating Transactions............................................2
10.      Take Over or Change of Control......................................3
11.      Government Regulations..............................................3
12.      Costs and Expenses..................................................3
13.      Amendment or Termination of this Plan...............................3
14.      Effective Date of this Plan.........................................4
15.      Governing Law and Jurisdiction......................................4

Schedule 1
Schedule 2
Schedule 3



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                           THE GLOBAL SOURCES EMPLOYEE

                        EQUITY COMPENSATION PLAN NO. III

1.   Name of this Plan

     This Employee Equity Compensation Plan shall be known as the Global Sources
     Employee Equity Compensation Plan No. III.

2.   Purpose of this Plan

     Under the Global Sources Employee Equity Compensation Plan No. III (this
     "Plan") Trade Media Holdings Ltd., a company incorporated in the Cayman
     Islands (the "Company"), through The Global Sources Employee Equity
     Compensation Trust (the "Trust"), may give Class "A" voting ordinary shares
     of US$1.00 each (the "Shares") in the Company to eligible persons as set
     out in Section 4.

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 this Plan.

4.   Eligible Persons

     The persons eligible to receive Shares under this Plan (a "Grantee" and
     collectively the "Grantees") are any persons employed ("eligibly 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 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 shall be final. The number of Shares to be given to
     a Grantee shall be determined in accordance with the provisions of Schedule
     1 hereof.

5.   Non-transferability

     Any Shares granted under this Plan shall be non-transferable except in
     accordance with the provisions of Schedule 2 hereof. In the event that the
     listing shall not occur by January 1, 2003 the provisions of Schedule 3
     hereof shall apply.


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                                      -2-

6.   Adjustments

     If the outstanding Shares then subject to this 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 as shall be
     directed by the Plan Committee.

7.   Plan Duration

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

8.   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
     this Plan 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 Plan Committee may, from time to time, adopt rules and
     regulations for carrying out the Plan.

     Subject to the provisions of this Plan, the Plan Committee shall have full
     and final authority in its discretion to select the persons to be granted
     the Shares.

     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.

9.   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 at which time the Plan
     shall become the Plan of Fairchild Bermuda, Ltd. (any of which shall be
     deemed here-


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                                      -3-

     under to constitute a "Terminating Transaction"), the Plan shall terminate.
     Upon the happening of a Terminating Transaction, the shares and any cash
     held by the Trustees shall be distributed to the Grantees in equal shares.

     No amendment of this Plan shall increase the duties and responsibilities of
     the Trustees without their consent.

10.  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
     unredeemed portion of the Coupon (as referred to in Schedule 1 hereof) then
     outstanding shall ipso facto become redeemed 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 Coupon except that the
     payment in consideration therefor shall be the higher of the remaining
     value of the Coupon and the price per Share offered to shareholders as
     aforesaid (if applicable) multiplied by the number of Shares for which the
     Coupon is redeemable.

11.  Government Regulations

     The Trustee shall not issue any Shares 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.

12.  Costs and Expenses

     All costs and expenses with respect to the adoption of this Plan and in
     connection with the registration of Shares shall be borne by the Company;
     provided, however, that except as otherwise specifically provided in this
     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 Shares held or transferred
     by any Grantee.

13.  Amendment or Termination of this Plan

     The Company may by resolution of the Board of Directors alter, amend,
     suspend or terminate this Plan; however, except as otherwise provided in
     this Plan, no such action shall deprive the Grantee, without his or her
     consent, any of the rights granted to the Grantee pursuant to this Plan.
     Except as herein provided, no such action of the Com-


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                                      -4-

     pany, unless taken with the approval of a resolution of the shareholders of
     the Company in general meeting may:

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

     (b)  alter the class of persons eligible to receive Shares under this Plan.

     No amendment of the Plan shall increase the duties and responsibilities of
     the Trustees without their consent.

14.  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.

15.  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                )

Trade Media Holdings Ltd.         )

was hereunto affixed              )

in the presence of:-              )



________________________________
Director


________________________________
Secretary


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For the purpose of the Schedules attached hereto, the term "eligibly employed"
shall have that meaning ascribed to it in Section 4 of the Plan.

                                   SCHEDULE 1

At the effective date of the Plan the Company shall issue to each Grantee a
$5,000 Coupon for Shares with a multiplier to be determined by the Company (the
"Coupon"); provided that the maximum number of Shares that may be acquired by
any individual in any calendar year shall not exceed 25% of the aggregate number
of Shares to be issued under this Plan. Acceptance by the Grantee of the Coupon
shall be by notice in writing to the Company, in such form as the Company shall
determine. The number of Shares that shall be granted to each Grantee shall be
the quotient of (a) the Coupon divided by (b) an amount to be determined by the
Plan Committee at the time of issuance.

                                   SCHEDULE 2

Upon the listing of the Company's Shares, the Shares shall be granted to the
Grantee in accordance with the Coupon. Such Shares shall not vest in the Grantee
but shall be held by the Trustee for the Grantee subject to the following
provisions:

1.   If the Grantee remains eligibly employed upon the first anniversary of the
     listing of the Company, the Grantee can direct the Trustee to transfer one
     third of the Shares to the Grantee or to such person as the Grantee directs
     and upon the second anniversary of the listing of the Company, the Grantee
     can direct the Trustee to transfer one further third of the Shares to the
     Grantee or to such person as the Grantee directs and upon the third
     anniversary of the listing of the Company, the Grantee can direct the
     Trustee to transfer the remainder of the Shares 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 (as hereinafter defined) 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.


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                                      -2-

3.   "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.

4.   If the Grantee is discharged for cause or shall become the employee of a
     Competitor or shall otherwise cease to be eligibly employed all Shares held
     by the Trustee for the Grantee shall be forfeited to the Trust and shall be
     available for further grant under the Plan. The definition "Competitor"
     shall be determined by the Company whose decision shall be final.

                                   SCHEDULE 3

(1) The Grantee, if eligibly employed or (2) the personal representatives of any
deceased Grantee or (3) any Grantee who is no longer eligibly employed due to
disability or normal retirement may redeem for cash the Coupon given in
accordance with Schedule 1 for the value of the Coupon multiplied by the
multiplier by notice in writing to the Company, in such form as the Company
shall determine. Payment of the sum so due shall be made by the Company to the
Grantee or the personal representatives (as the case may be) by cheque. The
Company shall withhold from any payment the applicable withholding tax or any
other taxes or charges that an employer is normally charged with doing in
respect of employee