Execution Copy
                                                                --------------


                                 AMENDMENT NO. 1
                                       TO
                                MASTER AGREEMENT

AMENDMENT NO. 1 (the "Amendment") dated as of August 7, 1998 to the ISDA
Agreement dated as of October 30, 1997 (the "Agreement") between Citibank, N.A.
and Fairchild Holding Corp. whereby the parties agree as follows:

1.       All Capitalized terms used in this Amendment but not defined herein
         shall have the meanings given to them in the Agreement.

2.       All references in the Agreement to Citibank, N.A., New York are hereby
         deemed to be references to Citibank, N.A.

3.       Part 1, Section (9) of the Schedule shall be deleted and replaced in
         its entirety by the following provision:

         (a) It shall constitute an Event of Default hereunder and party B shall
         be deemed the Defaulting Party if an event of default (however
         described) occurs under the Credit Agreement dated as of December 19,
         1997 among Fairchild Holding Corp., as Borrower, RHI Holdings, as
         Borrower, the Fairchild Corporation, as Borrower, the institutions from
         time to time party thereto as Lenders, the Institutions from time to
         time as Issuing Banks, Citicorp USA, Inc., as Administration Agent and
         Collateral Agent and Nationsbank, N.A., as Syndication Agent, as
         amended and restated (the "Credit Agreement").

4.       The following new Section (11) is added to Part I of the Schedule to
         the Agreement:

         (11)     Section 5(b) of the Agreement is modified by adding at the end
                  thereof the following subsections (vii) and (viii):

                  (vii)     It shall constitute a Termination Event hereunder if
                  Party B (the Affected Party) repays the Credit Agreement in
                  full.

                  (viii)     It shall constitute a Termination Event hereunder
                  and Party B shall be the Affected party if Party A at any time
                  ceases to be a Lender to Party B under the Credit Agreement.

5.       This Amendment shall be governed by and construed and interpreted in
         accordance with the law of the State of New York without reference to
         choice of law doctine.
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6.       Evidence of Incumbency. Each party shall deliver to the other, at the
         time of its execution of this Amendment, evidence of the specimen
         signature and incumbency of each person who is executing this Amendment
         on the party's behalf, unless such evidence has previously been
         supplied in connection with the Agreement and remains true and in
         effect.

7.       The headings used in this Amendment are for convenience of reference
         only and are not to affect the construction of or to be taken into
         consideration in interpreting this Amendment.

8.       Upon execution and delivery of this Amendment, the Agreement shall be
         modified and amended in accordance with the terms of this Amendment and
         all the terms and conditions of both shall be read together as though
         they constitute one instrument, except that in the case of conflict the
         provisions of this Amendment will control.

IN WITNESS WHEREOF the parties have caused this Amendment to be duly executed
and delivered as of the day and year first written above.


CITIBANK, N.A.                              FAIRCHILD HOLDING CORP.


By:  Barbara Schweizer                      By:  Karen L. Schneckenburger
Title:  Vice President                      Title:  Vice President and Treasurer


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I, KENNETH S. COHEN, Assistant Secretary of CITIBANK, N.A. having its principal
office in the City and State of New York, DO HEREBY CERTIFY that the following
is a true and correct copy of Section 2 of Article X of the existing By-Laws of
CITIBANK, N.A. in full force and effect as of the date hereof:

                  "Execution of Instruments. All agreements, indentures,
                  mortgages, deeds, conveyances, transfers, certificates,
                  declarations, receipts, discharges, releases, satisfactions,
                  settlements, petitions, schedules, accounts, affidavits,
                  bonds, undertakings, proxies and other instruments or
                  documents, may be signed, executed, acknowledged, verified,
                  delivered or accepted in behalf of the Association by the
                  Chairman, the President, any Vice Chairman, or any Corporate
                  Executive Vice President, or any Executive Vice
                  President/Senior Corporate Officer, or the Chairman Credit
                  Policy Committee, or any Senior Vice President, or the
                  Secretary, or the Chief Auditor, or any Vice President, or
                  anyone holding a position equivalent to the foregoing pursuant
                  to provisions of these By-Laws, or, if in connection with the
                  exercise of any of the fiduciary powers of the Association, by
                  any of said officers or by any Senior Trust Officer. Any such
                  instruments may also be executed, acknowledge, verified,
                  delivered or accepted in behalf of the Association in such
                  other manner and by such other officers as the Board of
                  Directors may from time to time direct. The provisions of this
                  Section 2 are supplementary to any other provisions of these
                  By-Laws."

I FURTHER CERTIFY that Barbara A. Schweizer is a Vice President of CITIBANK,
N.A., duly constituted as such, and the following is a facsimile of her
signature as it appears in the Citicorp/Citibank, N.A. Authorized Signature
System:

                                    Schweizer, Barbara A.
                                    Vice President

                                    /s/  Barbara A. Schweizer

IN WITNESS WHEREOF, I have hereunto affixed by official signature and seal of
the said Bank in the City of New York on this 20th day of July, 1998.


                                       /s/
                                                     Kenneth S. Cohen