13



                                            REGISTRATION RIGHTS
AGREEMENT
                                

By and Between
                                
                                                 THE FAIRCHILD
CORPORATION
                                

And
                                
                                                      BANNER
AEROSPACE, INC.
                                
                                                         Dated as
of July 7, 1998
                                
                                           REGISTRATION RIGHTS
AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of July 7, 1998, by and between The Fairchild
Corporation,  a Delaware corporation (the "Company")  and  Banner
Aerospace, Inc., a Delaware corporation ("Banner").


R E C I T A L S:
                                
     On  July 7, 1998, Banner announced its intention to purchase
up  to  2.5 million shares of Class A Common Stock of the Company
through open market purchases (the "Subject Shares").
  
     In connection therewith, the Company has agreed to grant
demand registration rights agreement in favor of Banner for the
registration and sale of such shares.


      NOW,  THEREFORE,  the parties to this  Agreement  agree  as
follows:

                            ARTICLE I
                                
                           DEFINITIONS
                                
     1.1  Certain Definitions.

      "Affiliate"  shall have the meaning given to such  term  in
Rule 12b-2 promulgated under the Exchange Act.

       "Commission"  shall  mean  the  Securities  and   Exchange
Commission.

      "Common  Stock"  shall mean the shares of  Class  A  Common
Stock, $.10 par value, of the Company.

      "Exchange  Act" shall mean the Securities Exchange  Act  of
1934,  as  amended,  and  all rules and  regulations  promulgated
thereunder.

      "Holder"  shall mean Banner or any Permitted Transferee  of
Registrable Common Stock.  There may be more than one  Holder  at
any time.

      "NASDAQ"  shall mean the National Association of Securities
Dealers Automated Quotation System.

      "Person"  shall  mean any individual,  group,  partnership,
corporation,   trust,   joint   stock   company,   unincorporated
organization, joint venture or other entity of whatever nature.

     "Registration Statement" shall mean a registration statement
relating  to  the  Common Stock on such form as  counsel  to  the
Company  deems  appropriate to be filed with the  Commission,  as
such registration statement may be amended from time to time.

      "Securities Act" shall mean the Securities Act of 1933,  as
amended, and all rules and regulations promulgated thereunder.

      "Subject  Shares" shall have the meaning  ascribed  in  the
Recitals hereof.

      1.2   Permitted Transferees.  "Permitted Transferees" shall
mean  any subsidiary of Banner to whom Banner has (a) transferred
five percent (5%) or more of the aggregate Subject Shares and (b)
assigned its registrations rights under this Agreement.   In  the
event  that Banner transfers the requisite percentage of  Subject
Shares  and assigns its registration rights under this Agreement,
it shall be a condition precedent to such transfer and assignment
that Banner give prior written notice thereof to the Company.

      1.3   Registrable Common Stock.  "Registrable Common Stock"
means  the  Subject  Shares  held  by  Banner  or  its  Permitted
Transferees (as the case may be), until such time as  the  Common
Stock ceases to be registrable as provided in Section 2.2 of this
Agreement.

     1.4   Registration Expenses.  "Registration Expenses"  shall
mean  any  and  all  expenses  reasonably  attributable  to   the
registration of the Registrable Common Stock, including,  without
limitation, the following expenses:  (a) all filing fees; (b) all
fees  and expenses of complying with securities or blue sky  laws
(including reasonable fees and disbursements of counsel  for  the
underwriters  in  connection with blue sky qualification  of  the
Registrable Common Stock); (c) all fees and expenses incurred  in
connection  with the listing of the Registrable Common  Stock  on
any  securities  exchange  or other market  (including,  but  not
limited  to, NASDAQ) pursuant to Section 3.4(j) of this Agreement
and  all  fees of the National Association of Securities Dealers;
(d) the fees and disbursements of counsel retained by the Company
in  connection with each such registration or listing on a  stock
exchange and of its independent public accountants; (e) the  fees
and   disbursements  of  counsel  retained  by  Holder  and   any
underwriter;  (f)  all  commissions, fees  and  disbursements  of
underwriters;  (g)  all  underwriting discounts  and  commissions
applicable  to  the Registrable Common Stock;  (h)  all  printing
expenses; and (i) all other out-of-pocket expenses of the Company
incurred  in  connection with the registration of the Registrable
Common Stock.

                           ARTICLE II
                                
              SECURITIES SUBJECT TO THIS AGREEMENT
                                
      2.1   Securities Subject to this Agreement.  The securities
entitled  to  the benefits of this Agreement are  shares  of  the
Registrable Common Stock.


      2.2   Termination  of Entitlement.  For  purposes  of  this
Agreement, the Subject Shares will cease to be Registrable Common
Stock  when:   (a) a Registration Statement with respect  to  the
sale of the Subject Shares shall have become effective under  the
Securities Act and the Subject Shares shall have been transferred
pursuant  to such Registration Statement; (b) the Subject  Shares
shall  have  been  transferred  pursuant  to  Rule  144  (or  any
successor  provisions) under the Securities Act; (c) certificates
for  the Subject Shares not bearing a legend restricting transfer
thereof under the Securities Act shall have been delivered by the
Company  and, in the opinion of counsel for the Company, transfer
of  such shares may be made without registration or qualification
under  the  Securities Act; or (d) the Subject Shares shall  have
ceased to be outstanding.



                           ARTICLE III
                                
                       REGISTRATION RIGHTS
                                
     3.1  Demand Registration.

           (a)   Request for Registration.  At any time, a Holder
     of  Registrable Common Stock may make a written request  for
     registration under the Securities Act of all or part of  its
     Registrable Common Stock (a "Demand Registration").   Except
     as set forth below, there shall be no limit on the number of
     Demand Registrations that may be requested by Banner or  its
     Permitted Transferees, as the case may be.

           Such  requests for a Demand Registration will  specify
     the  aggregate number of shares proposed to be sold and will
     also  specify  the  intended method of disposition  thereof.
     The  Company  will  use  its best  efforts  to  effect  such
     registration; provided, however, that the Company shall  not
     be   obligated  to  take  any  action  to  effect  any  such
     registration, qualification or compliance pursuant  to  this
     Agreement: (i) within sixty (60) days immediately  following
     the effective date of a Registration Statement pertaining to
     a public offering of securities of the Company (other than a
     registration  relating  solely to employee  benefit  plans);
     (ii)  if at the time of the request to register the Holder's
     Registrable  Common Stock, the Company gives  notice  within
     thirty (30) days of such request that it intends to initiate
     within  sixty  (60)  days  thereafter  a  registered  public
     offering  (other  than  a registration  relating  solely  to
     employee  benefit plans); or (iii) if at  the  time  of  the
     request, the Holder could sell all of the Registrable Common
     Stock  requested to be registered under Rule 144 during  the
     three-month  period following such request, or  if,  in  the
     opinion  of  counsel for the Company reasonably satisfactory
     to  the  Holder, the proposed sale of its Registrable Common
     Stock  is  otherwise  exempt  from  registration  under  the
     Securities Act.

            (b)    Effective   Registration  and   Expenses.    A
     Registration   Statement  will  not  count   as   a   Demand
     Registration until it has become effective.  Except  as  set
     forth below in Section 3.1(d), in any registration initiated
     as   a   Demand   Registration,  Banner  or  its   Permitted
     Transferee, as the case may be, will pay or cause to be paid
     all  Registration Expenses in connection therewith,  whether
     or not the Registration Statement becomes effective.

          (c)  Underwriting.  If the Holder intends to distribute
     the Registrable Common Stock covered by its request by means
     of  an underwritten offering, it shall so advise the Company
     as  a  part of its request made pursuant to Section  3.1(a).
     The  Holder of the Registrable Common Stock to be registered
     thereunder  may select and obtain the investment  banker  or
     investment  bankers  and  manager  or  managers   that  will
     administer  the  offering;  provided,  however,  that   such
     investment   bankers   and  managers  must   be   reasonably
     satisfactory to the Company.

            (d)    Priority  on  Demand  Registration.   If   the
     Underwriter does not limit the number of Registrable  Common
     Stock  to  be  underwritten  in a Demand  Registration,  the
     Company  may include securities for its own account  or  the
     account  of  others in such registration if the underwriters
     so agree and if the number of Registrable Common Stock which
     would otherwise have been included in such registration  and
     underwriting will not thereby be limited.  In the event that
     the Company elects to include securities for its own account
     or  the  account of others pursuant to this Section  3.1(d),
     then  notwithstanding anything to the contrary, the  Company
     will pay or cause to be paid, the pro rata portion of:   (i)
     any  filing fees for such securities to be registered by the
     Company;   (ii)   underwriting  discounts  and   commissions
     applicable  to  the  Company's  securities;  and  (iii)  any
     additional  incremental costs, including without limitation,
     printing  expenses  attributable  to  the  offer,  sale  and
     registration  of  the Company's securities  in  such  Demand
     Registration.

     3.2  Piggy-Back Registration.

           (a)   If  at any time or from time to time during  the
     five-year period commencing from the date of this Agreement,
     the  Company proposes to file a Registration Statement under
     the  Securities Act with respect to an offering for its  own
     account or for the account of others of any class of  equity
     security  (other  than  a registration  relating  solely  to
     employee benefit plans or a registration on any registration
     form   which   dos  not  include  substantially   the   same
     information  as  would  be required  to  be  included  in  a
     Registration  Statement  covering the  sale  of  Registrable
     Common  Stock),  then the Company shall in  each  case  give
     written  notice  of such proposed filing to  the  Holder  of
     Registrable Common Stock at least sixty (60) days before the
     anticipated   filing  date  (the  "Piggy-Back   Registration
     Notice"),  and  such  notice  shall  offer  the  Holder  the
     opportunity  to  register such Registrable Common  Stock  as
     such  Holder  may request in writing to the  Company  within
     twenty   (20)   days  after  the  date  of  the   Piggy-Back
     Registration Notice (a "Piggy-Back Registration").

           (b)   Underwriting.  If the registration of which  the
     Company  gives  notice is for a registered  public  offering
     involving  an underwriting, the Company shall so advise  the
     Holder  as part of the Piggy-Back Registration Notice.   The
     Company  shall  have  the right to  select  and  obtain  the
     services of the investment banker or investment bankers  and
     manager or managers that will administer the offering.   The
     right of a Holder to registration shall be conditioned  upon
     such  Holder's  participating in such underwriting  and  the
     inclusion of such Holder's Registrable Common Stock  in  the
     underwriting to the extent provided herein.

           (c)  Subject to the provisions of Section 3.2(d),  the
     Company  shall  use its best efforts to cause  the  managing
     underwriter  or  underwriters  of  a  proposed  underwritten
     offering to commit to the Holder of Registrable Common Stock
     who  has requested within twenty (20) days of receipt of the
     Company's notice to be included in the registration for such
     offering   (the   "Requesting  Holder")  to   include   such
     Registrable Common Stock in such offering on the same  terms
     and  conditions  as any similar securities  of  the  Company
     included therein; provided, however, that the Company  shall
     not  be  required  to effect any such registration  for  any
     Holder if at the time of the request such Holder could  sell
     all of the Registrable Common Stock specified in its request
     under  Rule 144, or in any other transaction that is  exempt
     from registration under the Securities Act, during the three-
     month period following such request.

             (d)     Priority    on   Piggy-Back    Registration.
     Notwithstanding any other division of this Section  3.2,  if
     the  underwriter  for  the Company  determines  that  market
     factors require a limitation of the number of shares  to  be
     underwritten,  the  underwriter  may  exclude  some  or  all
     Registrable   Common  Stock  from  such   registration   and
     underwriting.   The Company shall so advise the  Holder  and
     the  number  of  shares of Registrable Common  Stock  to  be
     offered   by   the   Holder  pursuant  to   the   Piggy-Back
     Registration  will  be reduced to the  extent  necessary  to
     reduce  the  total number of shares of Common  Stock  to  be
     included in such offering to the number recommended  by  the
     underwriter(s).

            (e)   Expenses.   In  connection  with  a  Piggy-Back
     Registration,  the Company will pay all of the  Registration
     Expenses, except for the pro rata portion of: (i) any filing
     fees  attributable to the Holder's Registrable Common Stock;
     (ii)  underwriting discounts and commissions  applicable  to
     the   Holder's  Registrable  Common  Stock;  and  (iii)  any
     additional incremental costs, including, without limitation,
     printing  expenses  attributable  to  the  offer,  sale  and
     registration  of  the Holder's Registrable Common  Stock  in
     such Piggy-Back Registration.

     3.3  Holdback Agreements.

           (a)  Registrations on Public Sale or Distribution.  To
     the  extent not inconsistent with applicable law, the Holder
     agrees  not  to  effect any public sale or  distribution  of
     Registrable Common Stock, including a sale pursuant to  Rule
     144  under  the  Securities Act during the  sixty  (60)  day
     period  prior  to,  and during the ninety  (90)  day  period
     beginning on, the effective date of a Registration Statement
     in   which  shares  of  its  Registrable  Common  Stock  are
     registered (except as part of such registration), if and  to
     the extent requested by the Company or by the underwriter(s)
     in the case of an underwritten public offering.

           (b)  Stop Orders; Suspension of Effectiveness.  If, in
     the  case  of  either a Demand Registration or a  Piggy-Back
     Registration,  a stop order is imposed or if for  any  other
     reason the effectiveness of either a Demand Registration  or
     Piggy-Back Registration is suspended, then the Holder agrees
     to   stop   distribution  of  its  Common  Stock  thereunder
     immediately upon written notice thereof from the Company.

      3.4   Registration  Procedures.  Whenever  the  Holder  has
requested   that  any  Registrable  Common  Stock  be  registered
pursuant to this Agreement, the Company will use its best efforts
to  effect the registration of such Registrable Common  Stock  in
accordance with the intended method of distribution therefore  as
quickly as is reasonably practicable, and in connection with  any
such request, the Company will:

           (a)   in connection with a request pursuant to Section
     3.1,  prepare and file with the Commission, not  later  than
     ninety  (90)  days  after receipt of a  request  to  file  a
     Registration  Statement with respect to  Registrable  Common
     Stock,  a  Registration Statement on any form for which  the
     Company  then  qualifies and which counsel for  the  Company
     shall deem appropriate and which form shall be available for
     the  registration  of  such  Registrable  Common  Stock   in
     accordance with the intended method of distribution thereof,
     and   use  its  best  efforts  to  cause  such  Registration
     Statement to become effective; provided that if the  Company
     shall furnish to the Holder certified resolutions signed  by
     the  Chief Executive Officer of the Company stating that  in
     the  good faith judgement of the Board of Directors it would
     be  significantly  disadvantageous to the  Company  and  its
     stockholders for such a Registration Statement to  be  filed
     on  or before the date filing would be required, the Company
     shall have an additional period of not more than sixty  (60)
     days within which to file such Registration Statement;

           (b)   in  connection with a registration  pursuant  to
     Section  3.1,  prepare  and file with  the  Commission  such
     amendments  and  supplements to such Registration  Statement
     and  the prospectus used in connection therewith as  may  be
     necessary to keep such Registration Statement effective  for
     a  period of not less than one hundred eighty (180) days  or
     such   shorter   period  which  will  terminate   when   all
     Registrable   Common  Stock  covered  by  such  Registration
     Statement  have been sold (but not before the expiration  of
     the  ninety (90) day period referred to in Section  4(3)  of
     the  Act and Rule 174 thereunder, if applicable), and comply
     with  the  provisions of the Securities Act with respect  to
     the  disposition of all Registrable Common Stock covered  by
     such Registration Statement during such period in accordance
     with the intended methods of disposition by the Holders  set
     forth in such Registration Statement;

           (c)   furnish  to  each seller of  Registrable  Common
     Stock,  prior to filing a Registration Statement, copies  of
     such  Registration Statement as proposed to  be  filed,  and
     thereafter  such  number  of  copies  of  such  Registration
     Statement,  each amendment and supplement thereto  (in  each
     case   including  all  exhibits  thereto),  the   prospectus
     included  in  such  Registration Statement  (including  each
     preliminary  prospectus) and such other  documents  as  such
     seller  may  reasonably request in order to  facilitate  the
     disposition  of the Registrable Common Stock owned  by  such
     seller;

           (d)   use its best efforts to register or qualify such
     Registrable Common Stock under such other securities or blue
     sky  laws  of  such  jurisdiction as any  seller  reasonably
     requests and do any and all other acts and things which  may
     be  reasonably necessary or advisable to enable such  seller
     to  consummate the disposition in such jurisdiction  of  the
     Registrable  Common  Stock owned by such  seller;  provided,
     that  the  Company  will  not be  required  to  (i)  qualify
     generally to do business in any jurisdiction where it  would
     not  otherwise be required to qualify but for this paragraph
     (d),   (ii)   subject  itself  to  taxation  in   any   such
     jurisdiction or (iii) consent to general service of  process
     in any such jurisdiction;

           (e)   notify  each  seller of the  Registrable  Common
     Stock,  at  any time when a prospectus relating  thereto  is
     required  to be delivered under the Securities Act,  of  the
     happening  of any event as a result of which the  prospectus
     included  in such Registration Statement contains an  untrue
     statement of a material fact or omits to state any  material
     fact required to be stated therein or necessary to make  the
     statements therein misleading.  The Company will  prepare  a
     supplement  or  amendment  to  such  prospectus  as  may  be
     appropriate  and  use  its  best  efforts  to   cause   such
     supplement  or  amendment to become effective  so  that,  as
     thereafter  delivered to the purchasers of such  Registrable
     Common  Stock,  such prospectus will not contain  an  untrue
     statement  of a material fact or omit to state any  material
     fact required to be stated therein or necessary to make  the
     statements therein not misleading;

           (f)   enter  into customary agreements  (including  an
     underwriting  agreement in customary  form)  and  take  such
     other  actions  as  are  reasonably  required  in  order  to
     expedite  or  facilitate the disposition of such Registrable
     Common Stock;

           (g)   make  available for inspection by any seller  of
     Registrable  Common Stock, any underwriter participating  in
     any disposition pursuant to such Registration Statement, and
     any attorney, accountant or other agent retained by any such
     seller or underwriter (collectively, the "Inspectors"),  all
     financial  and other records, pertinent corporate  documents
     and  properties of the Company (collectively, the "Records")
     as  shall be reasonably necessary to enable them to exercise
     their  due diligence responsibility, and cause the Company's
     officers,  directors and employees to supply all information
     reasonably  requested by any such Inspectors  in  connection
     with such Registration Statement.  Records which the Company
     determines, in good faith, to be confidential and  which  it
     notifies  the  Inspectors  are  confidential  shall  not  be
     disclosed  by  the Inspectors unless (i) the  disclosure  of
     such records is necessary to avoid or correct a misstatement
     or  omission  in  the  Registration Statement  or  (ii)  the
     release of such Records is ordered pursuant to a subpoena or
     other  order  from a court of competent jurisdiction.   Each
     seller of Registrable Common Stock agrees that it will, upon
     learning  that  disclosure of such Records is  sought  in  a
     court  of competent jurisdiction, give notice to the Company
     and  allow  the  Company,  at  the  Company's  expense,   to
     undertake  appropriate action to prevent disclosure  of  the
     Records deemed confidential.

           (h)   in  the  event  such  sale  is  pursuant  to  an
     underwritten offering, use its best efforts to obtain (i)  a
     "cold  comfort" letter from the Company's independent public
     accountants in customary form and covering such  matters  of
     the  type  customarily covered by "cold comfort" letters  as
     the  Holder  or the managing underwriter reasonably  request
     and  (ii) an opinion or opinions of counsel for the  Company
     in customary form;

           (i)  otherwise use its best efforts to comply with all
     applicable rules and regulations of the Commission, and make
     available  to  its security holders, as soon  as  reasonably
     practicable,  an  earnings statement covering  a  period  of
     twelve (12) months, beginning within three months after  the
     effective  date of the Registrable Statement, which  earning
     statement shall satisfy the provisions of Section  11(a)  of
     the Securities Act; and

           (j)   cause  all such Registrable Common Stock  to  be
     listed  on  each  securities exchange  or  market  on  which
     similar  securities issued by the Company are  then  listed,
     provided  that  the  applicable  listing  requirements   are
     satisfied.

      The  Company may require each seller of Registrable  Common
Stock  as to which any registration is being effected to  furnish
to  the  Company  such information regarding the distribution  of
such  securities as the Company may from time to time  reasonably
request in writing.

      The Holder agrees that, upon receipt of any notice from the
Company  of  the happening of any event of the kind described  in
Section  3.4(e)  hereof, such Holder will  forthwith  discontinue
disposition   of  Registrable  Common  Stock  pursuant   to   the
Registration  Statement  covering such Registrable  Common  Stock
until such Holder's receipt of the copies of the supplemented  or
amended prospectus contemplated by Section 3.4(e) hereof, and, if
so  directed  by  the  Company such Holder will  deliver  to  the
Company  (at  the  Company's  expense)  all  copies,  other  than
permanent  file copies then in such Holder's possession,  of  the
prospectus covering such Registrable Common Stock at the time  of
receipt of such notice.

     3.5  Indemnification and Contribution.

           (a)   Indemnification  by the  Company.   The  Company
     agrees  to  indemnify, to the extent permitted by  law,  the
     Holder,  its officers, directors and agents and each  Person
     who  controls such Holder (within the meaning of Section  15
     of  the  Securities Act or Section 20 of the  Exchange  Act)
     from  and  against any losses, claims, damages,  liabilities
     and expenses resulting from any untrue statement of material
     fact contained in any Registration Statement, prospectus  or
     preliminary  prospectus or any omission of a  material  fact
     required  to  be  stated therein or necessary  to  make  the
     statements  therein  (in the case of a  prospectus,  in  the
     light  of the circumstances under which they were made)  not
     misleading,  except insofar as the same  are  caused  by  or
     contained  in any information or affidavit with  respect  to
     such  Holder furnished in writing to the Company by,  or  on
     behalf  of,  such  Holder, expressly for  inclusion  in  any
     Registration Statement or prospectus.

          (b)  Indemnification by Holder.  In connection with any
     Registration Statement in which the Holder is participating,
     such  Holder  will furnish to the Company  in  writing  such
     information  and affidavits with respect to such  Holder  as
     the  Company reasonably requests for use in connection  with
     any such Registration Statement or prospectus and agrees  to
     indemnify, to the extent permitted by law, the Company,  its
     directors  and  officers and each Person  who  controls  the
     Company  (within the meaning of Section 14 of the Securities
     Act  or Section 20 of the Exchange Act) from and against any
     losses,  claims, damages, liabilities and expenses resulting
     from any untrue statement of a material fact or any omission
     or a material fact required to be stated in the Registration
     Statement or preliminary, final or summary prospectus or any
     amendment  thereof or supplement thereto,  or  necessary  to
     make  the  statements therein (in the case of a preliminary,
     final   or   summary  prospectus,  in  the  light   of   the
     circumstances under which they were made) not misleading  to
     the  extent,  but  only  to  the extent,  that  such  untrue
     statement  or  omission is contained in any  information  or
     affidavit  with  respect  to such  Holder  so  furnished  in
     writing  by,  or  on  behalf of, such Holder  expressly  for
     inclusion in any Registration Statement or prospectus.

           (c)   Conduct  of  Indemnification  Proceedings.   Any
     person entitled to indemnification hereunder agrees promptly
     to  give written notice to the indemnifying party after  the
     receipt  of  such  person  of  any  written  notice  of  the
     commencement   of   any   action,   suit,   proceeding    or
     investigation  or threat thereof made in writing  for  which
     such  person  will  claim  indemnification  or  contribution
     pursuant  to  this Agreement and, unless in  the  reasonable
     judgment  of  such indemnified party a conflict of  interest
     may   exist   between  such  indemnified   party   and   the
     indemnifying  party with respect to such claim,  permit  the
     indemnifying party to participate in and assume the  defense
     of  such claim with counsel reasonably satisfactory to  such
     indemnified  party.   If  the  indemnifying  party  is   not
     entitled  to,  or  elects not to, assume the  defense  of  a
     claim, it will not be obligated to pay the fees and expenses
     of  more than one counsel with respect to such claim, unless
     in  the  reasonable  judgment of such  indemnified  party  a
     conflict  of  interest  may exist between  such  indemnified
     party and any other of such indemnified parties with respect
     to  such claim, in which event the indemnifying party  shall
     be obligated to pay the reasonable fees and expenses of such
     additional counsel or counsels.  The indemnifying party will
     not  be  subject  to any liability for any  settlement  made
     without its consent, which consent shall not be unreasonably
     withheld.

          (d)  Contribution.  If the indemnification provided for
     in   this  Section  3.5  from  the  indemnifying  party   is
     unavailable to an indemnified party hereunder in respect  to
     any   losses,  claims,  damages,  liabilities  or   expenses
     referred to herein, then the indemnifying party, in lieu  of
     indemnifying such indemnified party, shall contribute to the
     amount paid or payable to such indemnified party as a result
     of  such losses, claims, damages, liabilities or expenses in
     such  proportion as is appropriate to reflect  the  relative
     fault  of the indemnifying party and indemnified parties  in
     connection  with the actions which resulted in  such  losses
     claims,  damages, liabilities or expenses, as  well  as  any
     other relevant equitable considerations.  The relative fault
     of  such indemnifying party and indemnified parties shall be
     determined by reference to, among other things, whether  any
     action  in question, including any untrue or alleged  untrue
     statement of a material fact or omission or alleged omission
     to  state  a material fact, has been made by, or related  to
     information  supplied  by,  such  indemnifying   party   and
     indemnified  parties,  and  the  parties'  relative  intent,
     knowledge, access to information and opportunity to  correct
     or  prevent  such action.  The amount paid or payable  by  a
     party   as   a  result  of  the  losses,  claims,   damages,
     liabilities and expenses referred to above shall  be  deemed
     to  include, subject to the limitations set forth in Section
     3.5(c),  any  legal  or  other fees or  expenses  reasonably
     incurred  by such party in connection with any investigation
     or proceeding.

           The parties hereto agree that it would not be just and
     equitable  if  contribution pursuant to this Section  3.5(d)
     were  determined  by pro rata allocation  or  by  any  other
     method  of  allocation which does not take  account  of  the
     equitable  considerations referred  to  in  the  immediately
     preceding   paragraph.   No  person  guilty  of   fraudulent
     misrepresentation (within the meaning of  Section  11(f)  of
     the  Securities Act) shall be entitled to contribution  from
     any person.

      3.6   Participation  in  Underwritten  Registrations.   The
Holder  may  not  participate  in any  underwritten  registration
hereunder  unless such Holder (a) agrees to sell its  Registrable
Common   Stock   on  the  basis  provided  in  any   underwriting
arrangements  approved  by  the  persons  entitled  hereunder  to
approve  such  arrangements and (b) completes  and  executes  all
questionnaires,  powers  of  attorney, indemnities,  underwriting
agreements  and  other documents reasonably  required  under  the
terms of such underwriting arrangements.

      3.7  Rule 144.  The Company covenants that it will file the
reports required to be filed by it under the Exchange Act and the
rules  and regulations adopted by the Commission thereunder;  and
it  will  take  such further action as any Holder may  reasonably
request,  all to the extent required from time to time to  enable
such Holder to sell Registrable Common Stock without registration
under  the Securities Act within the limitation of the exemptions
provided  by (a) Rule 144, or (b) any similar rule or  regulation
hereafter  adopted by the Commission.  Upon the  request  of  any
Holder,  the  Company  will  deliver to  such  Holder  a  written
statement as to whether it has complied with such requirements.

                           ARTICLE IV
                                
                          MISCELLANEOUS
                                
       4.1   Inconsistent  Agreements.   The  Company  will   not
hereafter enter into any agreement with respect to its securities
which  is inconsistent with this Agreement.  The Company has  not
previously entered into any agreement with respect to any of  its
securities granting any registration rights to any person.

      4.2   Amendments and Waivers.  Except as otherwise provided
herein,  the  provisions of this Agreement may  not  be  amended,
modified  or supplemented, and waivers or consents to  departures
from  the  provisions hereof may not be given unless the  Company
has  obtained  the  written consent of  Holders  of  at  least  a
majority   of  the  Registrable  Common  Stock  which  are   then
outstanding affected by such amendment, modification, supplement,
waiver or departure.

      4.3   Notices.   All notices, requests, demands  and  other
communications under this Agreement must be in writing  and  will
be deemed duly given, unless otherwise expressly indicated to the
contrary, (i) when personally delivered, (ii) upon receipt  of  a
telephonic   facsimile  transmission  with  confirmed  telephonic
transmission answer back, (iii) three (3) days after having  been
deposited  in  the United States Mail, certified  or  registered,
return  receipt required, postage prepaid, or (iv)  business  day
after having been dispatched by a nationally recognized overnight
courier  service,  addressed to the parties  or  their  permitted
assigns  at the following addresses (or at such other address  or
number  as  is  given  in writing by any of the  parties  to  the
others) as follows:

     If to the Company:            The Fairchild Corporation
                                   45025 Aviation Drive
                                   Suite 400
                                   Dulles, VA  20166-7516
                                   Attn:  Senior Vice President

     If to Banner:                 Banner Aerospace, Inc.
                                   45025 Aviation Drive
                                   Suite 300
                                   Dulles, VA  20166-7556
                                   Attn:  Senior Vice President

      4.4   Successors  and  Assigns.   The  provisions  of  this
Agreement shall be binding upon and inure to the benefit  of  the
parties hereto and their successors and permitted assigns.

      4.5   Counterparts.  This Agreement may be executed in  any
number  of  counterparts and by the parties  hereto  in  separate
counterparts, each of which when so executed shall be  deemed  to
be  an  original and all of which taken together shall constitute
one and the same agreement.

      4.6   Headings.   The headings in this  Agreement  are  for
convenience  of reference only and shall not limit  or  otherwise
affect the meaning hereof.

     4.7  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

     4.8  Severability.  In the event that any one or more of the
provisions  contained herein, or the application thereof  in  any
circumstances, is held invalid, illegal or unenforceable  in  any
respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining
provisions  contained herein shall not be  in  any  way  impaired
thereby,  it being intended that all of the rights and privileges
of  the  parties  to this Agreement shall be enforceable  to  the
fullest extent permitted by law.

      4.9   Entire  Agreement.   This Agreement  constitutes  the
entire  agreement with respect to the subject matter  hereof  and
supersedes  all  prior written and oral agreements  with  respect
thereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.



                              THE FAIRCHILD CORPORATION


                               By:   Donald E. Miller,  Sr.  Vice
President



                              BANNER AEROSPACE, INC.


                                By:    Eugene   W.  Juris,   Vice
President and CFO