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               TERMS AND CONDITIONS OF EMPLOYMENT
                          LEROY A. DACK

                         April 16, 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.

Commencement   The    first    date   following   The   Fairchild
               Corporation's acquisition of Kaynar
Date:                    Technologies Inc.

Position:            Your  position will be Senior Vice President
               and  Chief  Operating Officer, U.S. Operations  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 $195,000 per  year,  payable
               weekly  in  accordance  with Fairchild  Fasteners'
               usual payroll policies.

Performance Bonus:   You will be eligible to participate  in  the
               Fairchild  Fasteners Executive  Bonus  Plan  at  a
               target  bonus of 90% of your Base Salary  ("Target
               Bonus").  The Fairchild Fasteners Executive  Bonus
               Plan is a performance-based incentive program that
               provides a yearly payout equal to the target  rate
               when  specified financial and personal  goals  are
               met.  The plan, and its targets and goals, may  be
               modified,  increased, reduced or  terminated  from
               time  to time and at any time by Compensation  and
               Stock  Option Committee of the Board of  Directors
               of The Fairchild Corporation.

Stock Options:       You will be eligible for consideration under
               The Fairchild Corporation's 1986 Non-Qualified and
               Incentive  Stock Option Plan, as  amended.   Stock
               options are granted on a discretionary basis under
               this  plan,  and you will be eligible  to  receive
               stock   options   as   deemed  appropriate.    The
               President of Fairchild Fasteners will recommend to
               the Compensation and Stock Option Committee of the
               Board  of  Directors of The Fairchild  Corporation
               that  you  be  awarded during your first  year  of
               employment with Fairchild Fasteners an  option  to
               purchase  up  to  10,000 shares of  The  Fairchild
               Corporation's common stock.

Housing:             Fairchild Fasteners will provide you with an
               apartment  located near its executive  offices  in
               Torrance, California, to be reasonably agreed upon
               by  Fairchild  Fasteners and you, for  up  to  one
               year.

Relocation:          If  you  relocate your household to an  area
               near  Fairchild  Fasteners' executive  offices  in
               Torrance,  California  within  one  year  of  your
               commencement   of   employment   with    Fairchild
               Fasteners, Fairchild Fasteners will reimburse  you
               for   reasonable  expenses  you   may   incur   in
               connection with the relocation, in accordance with
               Fairchild Fasteners' relocation policy.

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.

Physical Exam: Fairchild Fasteners' offer of employment to you is
               subject  to  your passing a company paid  physical
               examination,  including drug and alcohol  testing,
               within   one   month  of  your   commencement   of
               employment with Fairchild Fasteners.

At Will Employment: You acknowledge and understand that Fairchild
               Fasteners  is  an  At  Will  employer,   and   you
               acknowledge  and  agree that your  employment  may
               therefore be terminated at any time for any reason
               by you or Fairchild.

Termination:          If   Fairchild  Fasteners  terminates  your
               employment  for  any reason other than  Cause  (as
               defined  below), or you terminate your  employment
               for  Good Reason (as defined below), you shall  be
               entitled  to receive a lump-sum severance  payment
               equal  to six months of your Base Salary  plus  50
               percent  (50%)  of your Target Bonus,  subject  to
               normal withholding amounts.
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.

Good Reason:         Good Reason means any of the following:  (i)
               a  reduction in your Base Salary, (ii) a  material
               reduction in your employee benefits, or (iii)  any
               requirement  that  you permanently  relocate  your
               office from Fairchild Fasteners' executive offices
               in  Torrance,  California, except  for  an  office
               relocation  that  will not increase  your  one-way
               commuting  distance from such office by more  than
               50 miles, unless we offer to relocate you on terms
               similar to those set forth herein.

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
LEROY A. DACK AS OF THE DATE
FIRST ABOVE WRITTEN:


_____________________________
Leroy A. Dack