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               TERMS AND CONDITIONS OF EMPLOYMENT
                          JORDAN A. LAW

                         April 20, 1999

       This  will  confirm  the  terms  and  conditions  of  your
employment  with  Fairchild Fasteners, a  division  of  Fairchild
Holding Corp., a subsidiary of The Fairchild Corporation.

Term:                    Your employment with Fairchild Fasteners
               shall  commence  on the first date  following  The
               Fairchild  Corporation's  acquisition  of   Kaynar
               Technologies Inc. and shall terminate on June  30,
               2000,   unless  terminated  earlier  by  Fairchild
               Fasteners for Cause (as defined below).

Position:            Your  position will be Senior Vice President
               of Fairchild Fasteners.

Duties:                    You  shall  report  to  Eric  Steiner,
               President of Fairchild Fasteners, and perform such
               duties and assume such responsibilities as may  be
               consistent with your position and as the President
               of  Fairchild Fasteners or the Board of  Directors
               of  The  Fairchild Corporation may determine  from
               time to time.

                          You agree to devote  substantially  all
               of  your  time, energy and ability to the business
               of  Fairchild Fasteners.  However, you  may,  upon
               approval  of the President of Fairchild Fasteners,
               serve   as   a  director  or  trustee   of   other
               corporations or businesses, provided that they are
               not  in competition with the business of Fairchild
               Fasteners   or  any  affiliate  of  The  Fairchild
               Corporation,  and provided that your service  does
               not  materially  interfere  with  your  duties  to
               Fairchild Fasteners.

Base Salary:        Your base salary ("Base Salary") will be at a
               rate  not  less  than $285,000 per  year,  payable
               weekly  in  accordance  with Fairchild  Fasteners'
               usual payroll policies.

Signing Bonus: Promptly after the commencement of your employment
               with  Fairchild  Fasteners,  you  will  receive  a
               signing bonus of $80,000.

Fiscal 1999 Bonus:   No  later than September 15, 1999, Fairchild
               Fasteners shall pay you a bonus of no less than $-
               108,000 for the Fiscal Year ending June 30, 1999.

Fiscal 2000 Bonus:    You   shall  be  eligible  to   receive   a
               performance bonus for the Fiscal Year ending  June
               30, 2000, based on (1) cost savings to be achieved
               from  the  integration of Fairchild Fasteners  and
               Kaynar  Technologies Inc., and (2)  a  formula  or
               criteria  to  be  mutually  agreed  upon  by   the
               President of Fairchild Fasteners and you.

Company Car:         Fairchild  Fasteners will provide  you  with
               $950  per month in lieu of a company car, and will
               reimburse  you  for reasonable  expenses  you  may
               incur  in  connection with its  use  for  business
               purposes,  in accordance with Fairchild Fastener's
               applicable policies and procedures

Business Expenses:   Fairchild Fasteners will reimburse  you  for
               reasonable business-related expenses that you  may
               incur  in connection with the performance of  your
               duties to Fairchild Fasteners, in accordance  with
               Fairchild   Fasteners'  applicable  policies   and
               procedures.

Vacation:            Vacation  will accrue based on the  date  of
               your  hire  by  Kaynar Technologies Inc.  and  its
               affiliates,    in   accordance   with    Fairchild
               Fasteners' vacation policies and procedures.

Other Benefits:           You will be eligible to participate  in
               all   of  the  employee  benefit  plans  generally
               available  to  employees  of  Fairchild  Fasteners
               under  its Flexible Benefits Program, all on terms
               and   conditions   commensurate   with   executive
               officers  of  Fairchild Fasteners at  your  level.
               These  employee benefit plans include sick  leave,
               group health and dental insurance plans, a pension
               plan,   a  retiree  medical  plan,  a  long   term
               disability plan, a savings (401(k)) plan, and life
               insurance.  You will receive credit for your prior
               service  with  Kaynar Technologies  Inc.  and  its
               affiliates for purposes of determining vesting  of
               benefits  under  Fairchild Fasteners'  401(k)  and
               pension  plans.  You will not receive  credit  for
               your  prior service with Kaynar Technologies  Inc.
               and its affiliates for purposes of calculating the
               amount  of  benefits under any  pension  or  post-
               retirement medical plan.

Cause:                    Cause means any of the following:   (i)
               conduct,  at any time, which has involved criminal
               dishonesty,   conviction   of   any   felony,   or
               conviction   of  any  lesser  crime   or   offense
               involving the property of Fairchild Fasteners,  or
               any   of  its  subsidiaries  or  affiliates,  (ii)
               significant    conflict   of    interest,    (iii)
               misappropriation of any money or other  assets  or
               properties of Fairchild Fasteners, or that of  its
               subsidiaries or affiliates, (iv) willful violation
               in  any  material respect of specific and  written
               lawful  directions from the President of Fairchild
               Fasteners  or  the  Board  of  Directors  of   The
               Fairchild Corporation that are consistent with and
               clearly  within  the duties of  your  office,  (v)
               willful   misconduct   or  gross   negligence   in
               connection  with the performance of  any  of  your
               material duties, (vi) chronic alcoholism  or  drug
               addiction,  (vii) any other acts or conduct  which
               would   constitute  a  material  breach  of   your
               obligations   to   Fairchild  Fasteners   or   The
               Fairchild   Corporation,  and  which   breach   is
               injurious  to Fairchild Fasteners or The Fairchild
               Corporation,  and  (viii)  your  death,  or   your
               disability   as  defined  pursuant  to   Fairchild
               Fasteners' Long-Term Disability Plan.

No Other Agreement:   You  represent  and  warrant  to  Fairchild
               Fasteners that you have no covenant, agreement  or
               understanding with, or obligation to, anyone  else
               which  would  be  breached by this  Agreement,  or
               which  would  subject Fairchild Fasteners  or  The
               Fairchild Corporation to any liability as a result
               of hiring and utilizing your services.

Other Agreements:     You  shall  enter  into  a  Confidentiality
               Agreement,   a  Non-Compete  Agreement,   and   an
               Agreement to Assign to Fairchild Fasteners and The
               Fairchild Corporation all inventions and  designs,
               whether  patentable or not, conceived or  improved
               by  you  during  your  employment  with  Fairchild
               Fasteners.

Governing Law: Our  understandings regarding your employment with
               Fairchild   Fasteners   shall   be   governed   by
               applicable federal law and the laws of  the  State
               of  California, and all disputes relating  to  the
               terms of your employment set forth herein shall be
               resolved   in  any  state  or  federal  court   of
               competent jurisdiction in the State of California.

Entire Agreement:    These terms supersede all prior negotiations
               and represent the entire agreement of the parties,
               and our signatures hereon will bind us hereto.

                        *   *   *   *   *

      If  you agree to employment with Fairchild Fasteners on the
terms set forth in this memorandum, please sign and return a copy
to me.

                    FAIRCHILD FASTENERS,
                    a Division of Fairchild Holding Corp.



                    By:  _______________________________________
                         Eric I. Steiner,    President
                         Fairchild Holding Corp.


ACCEPTED AND AGREED TO BY
JORDAN A. LAW AS OF THE DATE
FIRST ABOVE WRITTEN:


_____________________________
Jordan A. Law