FAIRCHILD INTERNATIONAL CORPORATION
                                  STOCK OPTION

         When duly signed by an  authorized  officer of Fairchild  International
Corporation (hereinafter referred to as "the Company"),  this document grants to
the  natural  person  whose  name is  printed  at the  bottom  of this  document
(hereinafter  "Optionee") an option to acquire shares of the Common Stock of the
Company ("hereinafter "the Option").  The terms of this Stock Option are set out
below. This Stock Option is effective as of the date of the authorized signature
at the end of this document.

         The  Option  recognizes  that  Optionee  has  made  a  significant  and
important  contribution  to the  success  of the  Company,  and is  capable  and
inclined to make further important  contributions to the success of the Company.
The Board of Directors of the Company has  authorized the grant of the Option to
Optionee;

         1. TERM OF OPTION;  WHEN  EXERCISABLE.  The Option may be  exercised in
whole or in part, and at any time, during the period shown on the signature page
hereof, but only upon and to the extent of vesting of the Option as shown on the
signature page (hereinafter  "the Term");  PROVIDED THAT UPON TERMINATION OF THE
EMPLOYMENT OF OPTIONEE BY THE COMPANY,  THE TERM PROVIDED BELOW SHALL BE REDUCED
TO THE  LESSER OF THE TIME  REMAINING  ON THE TERM OF THE OPTION AND 1 YEAR FROM
THE DATE OF TERMINATION.

                  The Option  will  expire at 5:00 PM  Pacific  Time on the date
shown on the signature page hereof,  and thereafter shall be of no further force
or effect.


         2. HOW  EXERCISABLE.  Optionee may exercise the Option by delivery of a
Written  Exercise  in the form  attached  as  Exhibit  "A," which must be dated,
signed and fully  completed.  The Company must receive your Written Exercise (a)
within the Term;  and (b)  accompanied by the full exercise price for the shares
to be acquired. The exercise price may be paid in one of the following ways:

         (a)      in the form of a CASHIER'S CHECK payable to the Company in the
                  amount  of the  exercise  price per  share  multiplied  by the
                  number of shares being exercised.

         (b)      in the form of an irrevocable and unconditional UNDERTAKING BY
                  A REGISTERED  SECURITIES  BROKER-  DEALER that it will deliver
                  the exercise  price in cash to the Company within a maximum of
                  three (3) days.  (Thereupon the Company will issue and deliver
                  to said  broker-dealer one or more  certificates  representing
                  the shares being acquired under the Option.)

         (c)      in the form of a  written  request  that the  full  number  of
                  shares covered by the Option be exercised,  but also directing
                  that the Company retain and cancel the number of shares having
                  an  aggregate  Fair Market  Value equal to the total  exercise
                  price due.  (For  example,  assume that the Option  covered 16
                  shares  with an  exercise  price of $2.00 per share and a Fair
                  Market  Value of $4.00 per share at the time of  exercise.  In
                  this example,  Optionee could direct that 8 shares be retained
                  and  cancelled  in full  payment for the delivery of 8 shares,
                  net, to Optionee.)


         Certificate(s)  evidencing  the shares you  acquire  through the Option
will be issued within a reasonable time following exercise.


         3.  BY  WHOM  EXERCISABLE.  The  Option  may be  exercised  only by the
Optionee or Optionee's legal personal representative.



<PAGE>

         4. NO  STOCKHOLDER  RIGHTS.  Optionee  will not have  any  rights  as a
stockholder  of the  Company  with  respect to any shares  covered by the Option
until exercise of the Option with respect to such shares.


         5.  TAX  EFFECTS;  SECURITIES  LAW  COMPLIANCE.  The  Company  makes no
representations  as to the tax effects as a result of Optionee's  receipt of the
Option or as a result of the exercise of the Option.


         The shares  underlying  the Option  and which may be  acquired  through
exercise of the Option have not been registered under the Securities Act of 1933
or under any  applicable  state  securities  registration  laws,  and may not be
resold  or  transferred  without  such a  registration  being  in  force  or the
availability  of  an  exemption  from  such  registration.  Optionee  is  solely
responsible to ascertain,  determine and comply with all  applicable  securities
laws in  connection  with the exercise of the Option and the sale or transfer of
the underlying shares. Share certificates issued upon the exercise of the Option
shall be legended in accordance with this Section 6.


         6.       MISCELLANEOUS.

         This Option shall be construed in accordance with, and governed by, the
substantive laws of Nevada without  reference to principles  governing choice or
conflicts of law.

         This Option may not be amended or modified by the Company except by an
agreement in writing that is signed by the Company and Optionee.

         The captions used herein are for ease of reference only and shall not
define or limit the provisions hereof.

         "Fair Market Value" as used in this Option shall mean the most recent
appraised value of the Company divided by the total number of outstanding shares
of Common Stock, including all shares covered by outstanding stock options
regardless of vesting; provided that if there is an independently derived market
price for shares of the Company's Common Stock, as on a public market or
exchange, that reported value will be Fair Market Value.



    NAME OF OPTIONEE:  ROBERT GRACE



    NO. OF SHARES:  700,000                  EXERCISE PRICE PER SHARE: $ 0.073


    VESTING OF OPTION:   FULLY VESTED ON DATE OF GRANT.


    DATE OF OPTION: MAY 23, 2001             OPTION TERM ENDS: MAY 23, 2004


                                       FAIRCHILD INTERNATIONAL CORPORATION



                                       By: /s/ ROBERT GRACE
                                          --------------------------------------
                                          Its:  President

<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                           WRITTEN EXERCISE OF OPTION



To:      Fairchild International Corporation:

         Optionee was granted an option ("the Option") to purchase shares of the
Common  Stock  of the  Company,  a copy of  which is  attached  to this  Written
Exercise.  Optionee  acknowledges  that the validity of the Option is contingent
upon the  fulfillment  of the  conditions  contained  in the  Option and in this
Written Exercise.  Optionee hereby affirms the terms of the Option, and declares
that  Optionee  is not  currently  in breach or  derogation  of the terms of the
Option.

         Seeking to be bound thereby,  and  understanding  that the Company will
rely  hereon,  Optionee  hereby  exercises  the Option  and makes the  following
representations:

         1.  Optionee  hereby  exercises  the Option and  purchases  thereby the
number of shares of Common Stock of the Company set forth in the place  provided
below, for a total exercise price set forth in the space provided below.

         2. The exercise price is fair and the undersigned  waives any challenge
as to its determination.

         3. The Option is governed by federal and state tax and securities  laws
and by its own terms.  Optionee has consulted with tax and securities counsel or
other  advisor(s) and has been satisfied as to the federal and state  securities
law and tax incidents of the exercise of this Option. Optionee holds the Company
harmless as to the  disclosure  or failure to  disclose  part or all of any such
securities  law or tax  incidents.  Optionee  hereby  waives  any  challenge  or
objection to the Option based on any such changes in federal or state law.

         4. Access has been  provided  to the  Company's  most recent  financial
statements  and  Optionee  has been given an  opportunity,  directly  or through
agents,  to discuss  the affairs of the Company  with  members of the  Company's
senior management.




NO. OF SHARES: ________________    TOTAL EXERCISE PRICE: $


Exercise Price is:(CHECK ONE)

[ ]  CASHIER'S CHECK       [ ]  BROKER UNDERTAKING       [ ]  NET-OUT OF SHARES
      (enclosed)                 (enclosed)              (according to formula)




DATED this __________ day of _____________________, _________


OPTIONEE NAME:
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                                     (print)

OPTIONEE SIGNATURE:
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