EMPLOYMENT AGREEMENT
                              --------------------


         THIS EMPLOYMENT AGREEMENT (this "Agreement") effective as of September
9, 1992, is made between BANNER AEROSPACE, INC., a Delaware corporation (the
"Company"), and JEFFREY J. STEINER ("Steiner").

                                    RECITALS
                                    --------
         The Company wishes to employ Steiner as its Vice Chairman and Steiner
is willing to accept such employment, upon the terms and conditions set forth in
this Agreement.

                                  CONSIDERATION
                                  -------------
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Company and Steiner covenant and agree as follows:

                            COVENANTS AND AGREEMENTS
                            ------------------------
1.       Employment, Duties and Acceptance
         ---------------------------------
         1.1      The Company hereby  employs  Steiner  throughout  the Term (as
         hereinafter  defined),  as its Vice Chairman of the Board,  to render
         such services and perform such duties as the Company's  Board of
         Directors may reasonably  request  Steiner to render or perform for the
         Company  and its 80% or more owned  subsidiaries  incorporated  in the
         United  States.  Not less than one-third of the  compensation to be
         paid to Steiner under this Agreement is for services to be rendered by
         Steiner outside the United  States,  but no  compensation  shall be
         paid to Steiner for the  services  performed  by Steiner in any foreign
         country where Steiner is paid pursuant to a separate  agreement  with
         an affiliate of Steiner organized outside the United States.

         1.2      Steiner hereby accepts such employment and agrees to render
         his services and perform his duties as provided in this Agreement.
         Steiner further agrees to accept election and to serve during all or
         any part of the Term as a director of the Company and as a director of
         any subsidiary or affiliate of the Company, with such compensation
         therefor as is paid to directors of the Company who are employed by the
         Company, if he is elected to any such position by the stockholders or
         directors of the Company or by the stockholders or directors of any
         subsidiary or affiliate, as the case may be.

         1.3      Notwithstanding anything to the contrary contained in this
         Section 1, Steiner shall not be required to render any service or
         perform any duty which shall conflict with services he shall render to,
         duties he shall perform for, or other obligations to (i) The Fairchild
         Corporation or its subsidiaries, whether as its Chairman of the Board,
         Chief Executive Officer, or otherwise, or (ii) Rexnord Corporation or
         its subsidiaries, whether as its Vice Chairman, or otherwise.

         1.4      Steiner may render services and perform his duties from such
         location as he, in his sole discretion, shall determine, and shall not
         be required to maintain any residence or be physically present at any
         location without his prior consent.

2.       Base Salary, Bonus
         ------------------
         2.1      As  compensation  for all services to be rendered by Steiner
         pursuant to this  Agreement,  the Company  hereby  agrees to pay
         Steiner,  subject to the provisions of Section 2.2, and Steiner agrees
         to accept, a base salary at an initial rate of Two Hundred Fifty
         Thousand  Dollars  ($250,000) per year, or such greater amount as shall
         be approved by the Board of Directors or its  Compensation  Committee,
         if it shall have such a committee with authority to fix  compensation
         of executive  officers (such base salary as increased from time to time
         being  hereafter  referred to as "Base Salary"), payable in equal
         monthly or semimonthly  installments,  in accordance with Company
         policy.  In any event,  commencing on the first anniversary  thereof,
         the Board of Directors  of the Company,  or its Compensation
         Committee,  shall determine  whether Base Salary should be
         increased  in order to  adequately and fairly  reflect the value of
         the services  provided by Steiner to the Company.  Nothing in this
         Section 2 shall be deemed to limit the authority of the Board of
         Directors or Compensation Committee to pay special bonuses to Steiner
         in addition to Base Salary.

         2.2      Base Salary shall be subject to withholding of such amounts as
         shall be required under applicable law. Each monthly installment of
         Base Salary, less such amounts as are withheld by the Company, shall be
         paid to Steiner at such intervals as the Company shall pay its other
         senior executives, but no less frequently than monthly, for the
         services rendered during the immediately preceding pay period.

         2.3     In addition to Bas Salary,  Steiner shall be entitled to all
         rights and benefits for which he shall be eligible  under any (i) stock
         option plan, (ii) bonus,  participation or extra  compensation plan or
         incentive  compensation  plan, (iii) auto allowance plan, (iv) pension
         or profit sharing plan, (v) group life,  hospitalization or disability
         insurance plan, or other health program,  and (vi) other so-called
         "fringe" benefit plans,  formal or informal which the Company may, in
         its sole  discretion,  provide for him or for its employees ((i)
         through (v) together,  the  "Additional  Compensation Plans").  Steiner
         shall in all events be eligible and entitled to participate in all
         Additional  Compensation  Plans, at a level,  extent of  participation,
         and vesting no less favorable than that to which the highest
         compensated executive of the Company, other than Steiner, is eligible
         or entitled.

         3.       Expense Reimbursement.       The Company agrees to reimburse
                  ----------------------
         Steiner for or to pay at Steiner's direction all ordinary and necessary
         expenses actually incurred by Steiner in the course of the performance
         of his services hereunder. Steiner agrees to submit such receipts,
         vouchers or other written documentation as the Company may reasonably
         request in order to verify the expenditure of such funds to the
         reasonably satisfaction of the Company's Treasurer or Chief Financial
         Officer. If in providing services hereunder, Steiner shall be in a city
         in which he does not maintain a residence (it being expressly
         understood and agreed that Steiner shall not be requested to maintain a
         residence in, or render services from any particular city or country),
         the costs of accommodation and other business related expenses incurred
         by or on behalf of Steiner in such city shall be paid or reimbursed by
         the Company, and such reimbursement shall include, but not be limited
         to, suitable hotel or other residential accommodations.

         4.       Indemnification       The Company agrees to hold harmless and
                  ---------------
         indemnify, Steiner, if he is made, or threatened to be made, a party to
         any action or proceeding, whether civil or criminal, including any
         action by or in the right of the company, by reason of or inuring from
         the provision of his services hereunder (other than any action by the
         Company against Steiner by reason of breach of this Agreement by
         Steiner), or by reason of or inuring from Steiner's acting as a
         director or executive officer of the Company, against all judgements,
         fines, amounts paid in settlement and reasonable expenses, including
         attorneys' fees, and expenses of experts, to the fullest extent
         permitted by law. If permitted by law and by the Certificate of
         Incorporation and Bylaws of the Company, the Company shall advance to
         Steiner all legal and other expenses incurred in defending any
         threatened or pending action or proceeding.

5.       Protection of Confidential Information
         --------------------------------------
         5.1      In view of the fact that Steiner's work for the Company will
         bring him into close contact with many confidential affairs of the
         Company not readily available to the public and plans for future
         developments, Steiner agrees that unless a Trigger Event shall have
         occurred:

                  5.1.1      During the Term and for a period of three (3) years
                  thereafter, to keep secret and retain in the strictest
                  confidence all confidential matters of the Company, including,
                  without limitation, "know-how", trade secrets, customer lists,
                  pricing policies, operational methods, technical processes,
                  formulae, inventions and research projects, and other business
                  affairs of the company, disclosed to him by the Company, and
                  not to disclose them to anyone outside the Company, either
                  during or after his employment with the Company, except (a) in
                  the course of performing his duties hereunder or with the
                  Company's express written consent, (b) as required by law, or
                  (c) if such matters lose their confidential nature other than
                  by an authorized act of Steiner;

                  5.1.2      To deliver promptly to the company on termination
                  of his employment by the Company, or at any time the Company
                  may so request, all memoranda, notes, records, reports,
                  manuals, drawings, blueprints and other documents ( and all
                  copies thereof) relating to the Company's business and all
                  property associated therewith, which he may then possess or
                  have under his control.

         5.2      If Steiner  commits a breach,  or threatens to commit a
         breach,  of any of the  provisions  of Section 5.1, the Company  shall
         have the following rights and remedies:

                  5.2.1      The right and remedy to have the provisions of this
                  Agreement specifically enforced by any court having equity
                  jurisdiction, it being acknowledged and agreed that any such
                  breach or threatened breach will cause irreparable injury to
                  the Company and that money damages will not provide an
                  adequate remedy to the Company; and

                  5.2.2      The right and remedy to require Steiner to account
                  for and pay over to the Company all compensation, profits,
                  monies, accruals, increments or other benefits (collectively,
                  "Benefits") derived or received by Steiner as the result of
                  any transactions constituting a breach of any of the
                  provisions of Section 5.1, shall not be limited by the
                  provisions of Section 5.2.1, and Steiner hereby agrees to
                  account for and pay over such Benefits to the Company.

                  Each of the rights and remedies enumerated above shall
         independent of the other, and shall be severally enforceable, and all
         of such rights and remedies shall be in addition to, and not in lieu
         of, any other rights and remedies available to the Company at law or in
         equity.

         5.3      If any of the covenants contained in Section 5.1, or any part
         thereof, is hereafter construed to be invalid or unenforceable, the
         same shall not affect the remainder of the covenant or covenants, which
         shall be given full effect, without regard to the invalid portions.

         5.4      In any of the covenants contained in Section 5.1, or any part
         thereof, is held to be unenforceable because of the duration of such
         provision, the parties agree that the court making such determination
         shall have the power to reduce the duration of such provision and, in
         its reduced form, said provision shall then be enforceable.

         5.5      In the event that any action, suit or other proceeding at law
         or in equity is brought to enforce the covenants contained in Section
         5.1 or to obtain money damages for the breach thereof, and such action
         results in the award of a judgement for money damages or in the
         granting of any injunction in favor of the Company, all expenses
         (including reasonable attorney's fees) of the Company in such action,
         suit or other proceeding shall (on demand of the Company) be paid by
         Steiner.

         6.       Intellectual Property.      The Company shall be the sole
                  ----------------------
         owner of all the products and proceeds of Steiner's services hereunder,
         including, but not limited to, all materials, formats, suggestions,
         developments, arrangements packages, programs and other similar
         intellectual properties related directly and solely to the Company's
         business that Steiner may develop or create in rendering services to
         the Company during the Term, free and clear of any claims by Steiner
         (or anyone claiming under Steiner) of any kind or character whatsoever
         (other than Steiner's right to receive payments hereunder).  Steiner
         shall, at the request of the Company, execute such assignments,
         certificates or other instruments as the Company may from time to time
         deem necessary or desirable to evidence, establish, maintain, perfect,
         protect, enforce or defend it right, or title and interest in or to any
         such properties.

         7.       Term.      The term of Steiner's employment under this
                  -----
         Agreement (the "Term") shall commence as of September 9, 1992 and shall
         extend to and include the third (3rd) anniversary of such date, unless
         sooner terminated pursuant to Section 9 of this Agreement; provided,
         however, that commencing on the first anniversary of the commencement
         date, and on each anniversary thereafter, the Term shall automatically
         be extended for one additional year unless, not later than ninety (90)
         days preceding such date, Steiner or the Company shall give written
         notice to the other party that it does not wish to extend the Term for
         such additional period.

         8.       Termination
                  -----------
                  8.1       If Steiner shall die during the Term, the Term shall
                  terminate (i) the Company shall pay Steiner's legal
                  representatives (in addition to any death benefits Steiner may
                  be entitled to receive under any other plan or agreement),
                  monthly or semimonthly installments of Base Salary up to and
                  including the first anniversary of the last day of the month
                  in which Steiner's death occurs, and (ii) following the end of
                  the fiscal year in which Steiner's death occurs, the Company
                  shall pay Steiner's legal representatives (in addition to any
                  death benefits Steiner may be entitled to receive under any
                  other plan or agreement) the full amount which wold have been
                  payable to Steiner, and shall provide Steiner's legal
                  representatives all benefits to which Steiner would have been
                  entitled, but for his death, through the end of the fiscal
                  year in which his death occurs, under any Additional
                  Compensation Plans.

                  8.2      If, during the Term, Steiner shall become physically
                  or mentally disabled, whether totally or partially, so that he
                  is unable substantially to perform his services hereunder for
                  (i) a period of nine (9) consecutive months, or (ii) for
                  shorter periods aggregating nine (9) months during any twelve
                  month period, the Company may at any time after the last day
                  of the nine (9) consecutive months of disability or the day on
                  which the shorter periods of disability shall have equaled an
                  aggregate of nine (9) months, by written notice to Steiner
                  (but before Steiner has recovered from such disability),
                  terminate the Term. Notwithstanding such disability, the
                  Company (A) shall continue to pay Steiner monthly or
                  semimonthly installment of Base Salary up to and including the
                  date of such termination, and the Company shall thereafter pay
                  Steiner (in addition to any disability benefits Steiner may be
                  entitled to receive under any other plan or arrangement)
                  monthly or semimonthly installment of fifty percent (50%) of
                  Base Salary up to an including the second anniversary of the
                  date of such termination, and (B) following the end of the
                  fiscal year in which such termination shall have occurred,
                  shall pay Steiner (in addition to any disability benefits
                  Steiner may be entitled to receive under any other plan or
                  agreement) the full amount which would have been payable to
                  Steiner and shall provide Steiner all benefits to which
                  Steiner would have been entitled, but for such termination,
                  through the end of the fiscal year in which termination has
                  occurred, under any Additional Compensation Plan.

                  8.3      In the event of gross neglect by Steiner of his
                  duties hereunder, conviction of Steiner of any felony, or of
                  any lesser crime or offense involving the property of the
                  company or any of its subsidiaries or affiliates, willful
                  misconduct by Steiner in connection with the performance of
                  his duties here under or any other conduct which would
                  constitute a material breach of Steiner's obligations to the
                  Company, the Company may at any time by written notice to
                  Steiner terminate the Term, without any liability to the
                  Company, except the Company (i) shall pay Steiner all monthly
                  or semimonthly installments of Base Salary up to and including
                  the date of such termination, and (ii) following the end of
                  the fiscal year in which such termination shall have occurred,
                  shall pay Steiner the full amount which would have been
                  entitled, but for such termination, though the end of the
                  fiscal year in which termination has occurred, under any
                  Additional Compensation Plan, but prorated up to and including
                  the date of such termination.

                  9.  Company's Obligation on Change in Control or Trigger Event
                      ----------------------------------------------------------
                           9.1      Steiner shall receive the Severance Payment
                           and benefits as defined and provided for in Section
                           9.3, and Steiner's employment shall terminate upon
                           receipt and in consideration thereof, if a Change in
                           Control or Trigger Even, both as defined in Section
                           9.2, shall occur.

                           9.2      As used in this Section 9, the following
                           terms shall have the following meanings:

                                 (i)    "Change in Control" shall mean an event
                           that would be required to be reported in response to
                           Item 5(f) of Schedule 14A of Regulation 14A
                           promulgated under the Securities and Exchange Act of
                           1934, as amended (the "Exchange"), as in effect on
                           January 1, 1992.

                                 (ii)    A "Trigger Event" shall be deemed to
                           have occurred if: (A) any "person" (as such term is
                           used in Sections 13(d) and 14(d) of the Exchange
                           Act), wit the exception of Steiner or any "affiliate"
                           of Steiner (as defined in Section 15 hereof), is or
                           becomes the "beneficial owner" (as defined in Rule
                           13d-3 under the Exchange Act), directly or
                           indirectly, of securities of the Company representing
                           twenty percent (20%) or more of the combined voting
                           power of the Company's then outstanding securities
                           entitled to vote generally in the election of
                           directors; (B) during a period of two (2) consecutive
                           fiscal years, individuals who at the beginning of
                           such period constitute the Board of Directors cease
                           for any reason to constitute a majority thereof
                           unless the election, or the nomination for election
                           by the Company's stockholders, of each director was
                           approved by a note of at least two-thirds (2/3) of
                           the directors then still in office who were directors
                           at the beginning of the period; (C) the Company shall
                           become a subsidiary of another corporation or shall
                           be reorganized, merged, or consolidated into another
                           corporation (other than a reorganization which
                           qualifies pursuant to Section 368(a)(1)(F) of the
                           Internal Revenue Code of 1986, as amended from time
                           to time) unless, in each case, pursuant to a
                           transaction in which the holders of more than eighty
                           percent (80%) of the combined voting power of the
                           Company's then outstanding voting securities entitled
                           to vote generally in the election of directors will
                           retain similar voting power of such other
                           corporation's voting securities; (D) substantially
                           all of the assets of the Company are sold to another
                           corporation; (E) substantially all of the assets of
                           the Company are sold pursuant to a plan of complete
                           liquidation adopted by the Company's stockholders; or
                           (F) whether or not conditioned on shareholder
                           approval, the issuance by the Company of common stock
                           of the Company representing a majority of the
                           outstanding common stock, or voting securities
                           representing a majority of the combined voting power
                           of the outstanding voting securities of the Company
                           entitled to vote generally in the election of
                           directors, after giving effect to such transaction.

                           9.3

                                 (i)    Upon the occurrence of a Change in
                           Control or Trigger Event described in Section 9.2(i),
                           respectively, Steiner shall be entitled to a cash
                           payment (the "Severance Payment") from the Company on
                           the date of such Change in Control or Trigger Event,
                           and the Company shall pay to Steiner within three (3)
                           business days after such date the Severance Payment,
                           in a lump sum, by a single check in an amount equal
                           to 2.99 times the sum of A plus B minus C, i.e., 2.99
                           x [(A + B) - B] = Severance Payment.

                                    A being Base Salary as of the date
                                    immediately preceding such Change in Control
                                    or Trigger Event;

                                    B being the amount of the bonus or bonuses
                                    paid to Steiner by the Company in the fiscal
                                    year of the company immediately preceding
                                    the year in which the Change in Control or
                                    Trigger Event occurs;

                                    C being the portion of the acceleration of
                                    payments to Steiner under stock options
                                    which are vested solely due to a Chang in
                                    Control or Trigger Event which is considered
                                    a parachute under Section 280G of the
                                    Internal Revenue Code of 1986, as amended
                                    from time to time.

                                 (ii)   The Company shall indemnify Steiner to
                           the fullest extent permitted by law, for all
                           reasonable legal and accounting fees and expenses
                           incurred by him in seeking to obtain or enforce or
                           retain any right or benefit provided by this
                           Agreement, such indemnification to be in addition to
                           any indemnification under the Company's Certification
                           of Incorporation, Bylaws and insurance to which
                           Steiner shall be entitled.


                           9.4      Notwithstanding anything contained in this
                           Section 9 to the contrary, Steiner may, in his sole
                           discretion, elect to defer the termination of his
                           employment and the payment of the Severance payment,
                           resulting from any Change in Control or Trigger Event
                           (a "Severance Deferral"), by written notice (the
                           "Severance Deferral Notice") given to the Company at
                           any time prior to the earlier of (i) the thirtieth
                           day next following Steiner's receipt of the Severance
                           Payment, and (ii) Steiner's negotiation of the
                           severance Payment. The Severance Deferral Notice
                           shall not be effective unless it is accompanied by
                           the check representing the Severance Payment. If
                           Steiner shall elect a Severance Deferral, he may
                           nevertheless at any time thereafter, upon written
                           notice (the "Severance Effectiveness Notice") to the
                           Company, elect to accept such termination and
                           Severance Payment, in which event, the Severance
                           Payment shall be paid to Steiner with three (3)
                           business days after receipt by the Company of the
                           Severance Effectiveness Notice, in an amount equal to
                           the greater of the Severance Payment (A) had to be
                           computed as of the date of the Change in Control or
                           Trigger Event, or (B) had it been computed as of the
                           date of the Severance Effectiveness Notice. If,
                           subsequent to a change in Control or a Trigger Event,
                           but prior to the receipt and acceptance by Steiner of
                           the Severance Payment, the Term shall expire, or if
                           for any reason the Term shall terminate, whether as a
                           result of the death or disability of Steiner, or the
                           existence of cause for termination, the Severance
                           Payment shall, nevertheless, be paid to Steiner
                           within three (3) business days following such
                           termination, but the payment of Severance Payment
                           shall then be in lieu of, and shall be deemed to
                           satisfy, the Company's obligations under Section 8,
                           to pay any Base Salary to Steiner or his legal
                           representatives, for any period subsequent to
                           termination, or any bonus or bonuses to Steiner or
                           his legal representatives to the extent such bonus
                           or bonuses are included in the computation of the
                           Severance Payment, but shall not relieve the Company
                           from any oblation to provide Steiner or his legal
                           representatives any other benefits under Additional
                           Compensation Plans in accordance with Section 8.

                           10.       Notices. All notices, request, consents and
                           other communications, required or permitted to be
                           given hereunder, shall be in writing and shall be
                           deemed to have been duly given if delivered
                           personally or sent by prepaid telegram, or mailed,
                           first-class, postage prepaid, by registered or
                           certified mail, as follows:


<PAGE>


                                     10.1     If to the Company

                                              Banner Aerospace, Inc.
                                              25700 Science Park Drive
                                              Suite 300
                                              Beachwood, Ohio  44122
                                              Attn:  Chairman of the Board.

                                     10.2     If to Steiner:

                                              Mr. Jeffrey J. Steiner
                                              6 Cheyne Walk
                                              London SW3 5QZ
                                              UNITED KINGDON

                                              With a copy to:

                                              Donald E. Miller, Esquire
                                              The Fairchild Corporation
                                              P.O. Box #10803
                                              300 West Service Road
                                              Chantilly, Virginia  22021

Or to such other address as either party shall designate by notice in writing to
the other in accordance herewith.

                  11.      Assignment.      This Agreement is binding upon and
                           -----------
                  shall inure to the benefit of the parties hereto and their
                  respective successors, and the assigns of the Company.
                  Notwithstanding the foregoing, neither party shall assign or
                  transfer any rights or obligation hereunder, except that the
                  Company may assign or transfer this Agreement to a successor
                  corporation in the event of a merger, consolidation or
                  transfer or sale of all or substantially all of the assets of
                  the Company, provided that no such assignment shall relieve
                  the Company from liability for its obligations hereunder. Any
                  purported assignment, other than as provided above, shall be
                  null and void.


<PAGE>


                  12.      Waiver, Modification or Amendment.      No waiver of
                           ----------------------------------
                  any provision of this Agreement or modification or amendment
                  of the same shall be effective, binding or enforceable unless
                  in writing and signed by each of the parties hereto.

                  13.      Applicable Law.      This Agreement shall be governed
                           ---------------
                  by and administered in accordance with the laws of the State
                  of Delaware applicable to agreements made and to be entirely
                  performed in such state.

                  14.      Entire Agreement.      This Agreement sets forth the
                           -----------------
                  entire agreement and understanding of the parties relating to
                  the subject matter hereof, and supersedes all prior agreement,
                  arrangements and understandings, written or oral, relating to
                  the subject matter hereof.  No representation, promise or
                  inducement has been made by either party that is not embodied
                  in the Agreement, and neither party shall be bound by or
                  liable for any alleged representations, promise or inducement
                  not set forth.

                  15.      Subsidiaries and Affiliates.      As used herein, the
                           ----------------------------
                  term "subsidiary" shall mean any corporation or other entity
                  controlled by the corporation in question, and the term
                  "affiliate" with respect to any specified person or entity
                  shall mean and include any person or entity that directly, or
                  indirectly through one or more intermediaries, controls, or is
                  controlled by, or is under common control with the person or
                  entity specified.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Employee has executed this Agreement on the _______ day of
_________ 1992.


                          BANNER AEROSPACE, INC.




                          By:_________________________


                          Title:______________________




                          ----------------------------
                          JEFFREY J. STEINER