CHARTER OF THE AUDIT COMMITTEE
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                       Adopted by Board of Directors on February 17, 2000
                          Amended by Board of Directors on May 10, 2001

1.  General (Structure, Process, and Membership Requirements).
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         (a)      Membership. The Fairchild Corporation (the "Corporation")
                  shall have an audit committee (the "Audit Committee")
                  comprised of at least three members ("Members") of the
                  Corporation's Board of Directors. Each Member of the Audit
                  Committee shall be independent of the Corporation's management
                  and shall be free from any relationship that would interfere
                  with the exercise of judgment independent of the Corporation's
                  management.

                  Members of the Audit Committee shall meet the following
criteria:

                  (i)      Independence of Audit Committee Members:  Each Member
                           must be independent.  "Independent" is defined as
                           having no relationship with the Corporation that may
                           interfere with the Member's exercise of his
                           independence from management of the Corporation.

                   (ii)    Financial Literacy:  Each Member must be financially
                           literate (as interpreted by the Corporation's Board
                           of Directors in its business judgment).

                  (iii)    Accounting or Related Financial Management Expertise:
                           At least one Member of the Audit Committee must have
                           accounting or related financial management expertise
                           (as interpreted by the Corporation's Board of
                           Directors in its business judgment).

                  (iv)     No Employment of Audit Committee Members:  Neither
                           the Member nor anyone in his immediate family may be
                           an officer or employee of the Corporation (or any of
                           its affiliates) or have been an officer or employee
                           of the Corporation (or any of its affiliates) in the
                           last three years.

                  (v)      No Business Relationship Between Audit Committee
                           Members and the Corporation:  If a Member (or any
                           organization in which such Member is a partner,
                           controlling shareholder or executive officer) has (or
                           in the last three years, has had) a business
                           relationship with the Corporation (including a
                           commercial, industrial, banking, consulting, legal,
                           accounting, or other relationship), the Board of
                           Directors must specifically determine that (in the
                           Board of Directors' business judgment) such business
                           relationship does not interfere with the Member's
                           exercise of his independent judgment.  In making this
                           determination, the Board shall consider, among other
                           things, the materiality of the relation to the
                           Corporation, to the Member, and, if applicable, to
                           the organization with which the director is
                           affiliated.

                  (vi)     No Cross Compensation Links:  If any executive
                           officer of the Corporation is a member of the audit
                           committee of another organization, then no executive
                           officer of such other organization may serve as a
                           Member of the Corporation's Audit Committee.

          (b)     Purpose.  The purpose of the Audit Committee shall be to
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                  assist the Corporation's Board of Directors in discharging its
                  responsibilities with respect to (i) the Corporation's
                  internal accounting, auditing, and financial reporting
                  controls, policies, procedures, and practices (collectively,
                  "Internal Controls"), and (ii) the Corporation's outside
                  auditors.

         (c)      Appointment and Term.  The Chairman and each other Member of
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                  the Audit Committee shall be appointed by the Corporation's
                  Board of Directors to serve a term of one year or until their
                  successors have been duly appointed and assume office.

         (d)      Committee Meetings.  The Audit Committee shall hold at least
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                  four regular meetings each year, and such additional meetings
                  as the Chairman or a majority of the Members of the Audit
                  Committee may deem necessary or advisable. The Audit Committee
                  may require the presence and participation of any officer or
                  employee of the Corporation, the Corporation's internal
                  auditors, or the Corporation's outside auditors at any meeting
                  of the Audit Committee.

         (e)      Minutes.  The Audit Committee shall prepare and approve
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                  minutes of its meetings, and such minutes shall be submitted
                  to the Corporation's Board of Directors for review and to the
                  Corporation's Secretary for inclusion in the Corporation's
                  minute books.

         (f)      Reports of Actions.  The Audit Committee shall promptly report
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                  all actions it has taken to the Corporation's Board of
                  Directors for ratification.

2.       Responsibilities of the Audit Committee (Scope of Audit Committee's
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         Responsibilities and How It Carries Out These Responsibilities).
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         (a)      Internal Controls.  The Audit Committee shall review the
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                  actions taken by the Corporation's management to ensure that
                  the Corporation adopts, maintains and adheres to a system of
                  internal controls that provides reasonable assurances that
                  (1) all transactions of the Corporation are properly
                  authorized and are reflected in the books and records of the
                  Corporation, (2) the risk of financial misconduct is
                  minimized and any such misconduct is promptly detected and
                  reported, (3) the Corporation is able to prepare and publish
                  financial statements that are fairly presented, have been
                  prepared in accordance with generally accepted accounting
                  principles, and comply with all Securities and Exchange
                  Commission ("SEC"), New York Stock Exchange ("NYSE"), and
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                  Financial Accounting Standards Board ("FASB") requirements,
                                                         ----
                  and (4) the internal and external audits of the Corporation
                  are adequate and comply with all SEC, NYSE, and FASB
                  requirements.  The Audit Committee shall review with the
                  Corporation's Chief Financial Officer and outside auditors at
                  least annually the adequacy and effectiveness of the
                  Corporation's internal controls.

         (b)      Financial Statements.  The Audit Committee shall review the
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                  Corporation's published financial statements, including
                  without limitation (1) any unusual or non-recurring items
                  therein, (2) the accounting principles applied therein, (3)
                  any changes in previously applied accounting principles, and
                  (4) management's report accompanying the Corporation's annual
                  financial statements included in the Corporation's Annual
                  Report to Shareholders.

         (c)      Internal Audit.  The Audit Committee shall review (1) the
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                  Corporation's internal audit plans with management and the
                  Corporation's outside auditors (which review shall be
                  conducted at least annually), (2) management's appointment,
                  replacement, reassignment, or dismissal of the Corporation's
                  internal auditors, (3) the progress and key findings of the
                  Corporation's internal audits, (4) the compensation paid by
                  the Corporation to its internal auditors for all services
                  rendered (which review shall be conducted at least annually),
                  (5) all reports, criticisms, problems, issues,
                  recommendations, or other matters submitted or raised by the
                  Corporation's internal auditors, and management's responses,
                  actions, and follow-up with respect thereto, and (6) all
                  disagreements between management and the Corporation's
                  internal auditors.

         (d)      Independent Outside Auditors.  The Audit Committee shall
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                  annually review (1) management's recommendation with respect
                  to the selection of the Corporation's outside auditors, and
                  provide to the Corporation's Board of Directors a
                  recommendation with respect to such selection, (2) the scope
                  of the Corporation's annual examination and audit with the
                  Corporation's outside auditors, (3) management's evaluation of
                  the independence of the Corporation's outside auditors, (4)
                  the letter from the Corporation's outside auditors with
                  respect to their independence from the Corporation's
                  management and their unrestricted access to the Audit
                  Committee, (5) the report from the Corporation's outside
                  auditors with respect to the services that they have provided
                  to the Corporation and other related  matters (including the
                  percentage hours worked on the Corporation's audit engagement
                  by persons other than the outside auditors' full time
                  employees), (6) the compensation paid by the Corporation to
                  its outside auditors for all services rendered, (7) all
                  reports, criticisms, problems, issues, recommendations, or
                  other matters submitted or raised by the Corporation's outside
                  auditors, and management's responses, actions, and follow-up
                  with respect thereto, and (8) all disagreements between
                  management and the Corporation's outside auditors.

                  The outside auditors of the Corporation are ultimately
                  accountable to the Board of Directors and the Audit Committee.
                  The Audit Committee and the Board of Directors have the
                  ultimate authority and responsibility to select, evaluate and,
                  where appropriate, replace the outside auditors (or to
                  nominate the outside auditors to be proposed for shareholder
                  approval in any proxy statement).

                  The Audit Committee is responsible for:

                  (i)      Obtaining annually from the Corporation's outside
                           auditors a formal written statement to the Audit
                           Committee delineating (A) all relationships between
                           the auditors and the Corporation and its officers,
                           directors, and substantial shareholders, and (B) all
                           services furnished by the auditors to the Corporation
                           and its officers, directors, and substantial
                           shareholders, in each case during the audit and
                           engagement period and bearing upon the auditors'
                           independence for purposes of SEC and Independence
                           Standards Board ("ISB") requirements and rules;

                  (ii)     Actively engaging in a dialogue with the outside
                           auditors with respect to any disclosed relationships
                           or services that may impact the objectivity and
                           independence of the outside auditors;

                  (iii)    Recommending that the Board of Directors take
                           appropriate action in response to the outside
                           auditors' report to satisfy itself of the outside
                           auditors' independence;

                  (iv)     Reviewing copies of annual disclosure statements from
                           the Corporation's officers, directors, ten percent
                           (10%) or more shareholders, employees employed by us
                           in an accounting or financial oversight role, and, if
                           relevant, employees known formerly to have been
                           partners, principals, shareholders, or professional
                           employees of the Corporation's outside auditors or
                           known to be close family relatives of such persons
                           (or the relevant portions of such statements)
                           regarding any relationships between the auditors and
                           the Corporation or its officers, directors, ten
                           percent (10%) or more shareholders, or such employees
                           and any services furnished by the Corporation's
                           outside auditors to the Corporation or its officers,
                           directors, or ten percent (10%) or more shareholders
                           bearing upon the auditors' independence from the
                           Corporation for purposes of SEC and ISB requirements
                           and rules; and

                  (v)      Actively engaging in a dialogue with the
                           Corporation's officers, directors, ten percent (10%)
                           or more shareholders, employees employed by the
                           Corporation in an accounting or financial oversight
                           role, and, if relevant, employees formerly partners,
                           principals, shareholders, or professional employees
                           of the Corporation's outside auditors with respect to
                           any relationships or services disclosed by them or
                           the Corporation's outside auditors that may impact on
                           the objectivity and independence of the Corporation's
                           outside auditors.

         (e)      Second Opinions.  The Audit Committee shall review decisions
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                  by management to obtain second opinions on significant
                  accounting issues and any actions taken by management in
                  reliance on such opinions.

         (f)      Meetings.  The Audit Committee shall meet at least annually
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                  with (1) appropriate officers and employees of the Corporation
                  to discuss tax matters affecting the Corporation, and (2)
                  in-house counsel to discuss legal matters affecting the
                  Corporation.

3.       Annual Consultation with Outside Auditors.  In order to ensure that the
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         Audit Committee receives all the information necessary to carry out its
         responsibilities, the Audit Committee shall request, at least annually,
         confirmation from the Corporation's outside auditors that they have
         informed the Audit Committee as to (a) the initial selection of and
         changes in significant accounting policies and their application, (b)
         the process used in formulating sensitive accounting estimates, (c)
         adjustments proposed by the auditor but not recorded by the Corporation
         that could cause future financial statements to be materially
         misstated, (d) disagreements with management and whether or not they
         have been satisfactorily resolved, (e) cases when management consulted
         with other accountants about auditing and accounting matters, (f)
         difficulties encountered in performing the annual audit, and (g) any
         other significant internal control or financial reporting matter.

4.       Preparation of Annual Financial Statements.  Each year, prior to
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         releasing the Corporation's audited financial statements, the Audit
         Committee shall take the following actions:

         (a)      The Audit Committee shall review and discuss the audited
                  financial statements with management;

         (b)      The Audit Committee shall discuss with the Corporation's
                  outside auditors the matters required to be discussed by SAS
                  61, as may be modified or supplemented;

         (c)      The Audit Committee shall receive and review the written
                  disclosures and the letter from the Corporation's outside
                  auditors required by ISB Standard No. 1, as may be modified or
                  supplemented, and the reports and statements it is to obtain
                  pursuant to Section 2(d) above, and shall discuss the
                  auditors' independence with the auditors and the Corporation's
                  officers, directors, ten percent (10%) or more shareholders,
                  and relevant employees;

         (d)      Based on the review and discussions referred to in
                  sub-paragraphs (a) through (c) above, the Audit Committee
                  shall determine (and shall report in the Corporation's Annual
                  Proxy Statement) if it recommends to the Board of Directors
                  that the financial statements be included in the Annual Report
                  on Form 10-K.  In connection therewith, the Audit Committee
                  shall consider whether any non-audit services rendered by the
                  Corporation's outside auditors to the Corporation during the
                  audit or engagement period are consistent with the auditors'
                  independence from the Corporation and shall report the fact of
                  such consideration in the Corporation's Annual Proxy
                  Statement;

         (e)      Each Member of the Audit Committee shall provide such
                  information as may be reasonably requested by the Corporation
                  in order to enable the Board to review whether the Members of
                  the Audit Committee are independent, as defined in NYSE
                  listing standards and Section 1 hereof;

         (f)      The Audit Committee shall review its own compliance with the
                  policies and procedures of this Charter, including, without
                  limitation, compliance with the following Sections:

                  Section 2(a) (review with the Corporation's Chief Financial
                  Officer and outside auditors the adequacy and effectiveness of
                  the Corporation's internal controls);

                  Section 2(b) (review the Corporation's financial statements);

                  Section 2(c) (review with the Corporation's management and
                  outside auditors the Corporation's internal audit plans);

                  Section 2(d) (review the recommendation and selection of the
                  Corporation's outside auditors; determine that the outside
                  auditors are independent);

                  Section 2(e) (review any decisions by the Corporation's
                  management to obtain second opinions on significant accounting
                  issues);

                  Section 2(f) (meet with the Corporation's officers and
                  employees to discuss tax and legal matters); and

                  Section 3 (annual consultation with the Corporation's outside
                  auditors).

         (g)      The Corporation shall provide to the NYSE written confirmation
                  regarding:

                  (i)      The Board's annual determination regarding the
                           independence of Members of the Audit Committee;
                  (ii)     The financial literacy of the Audit Committee
                           Members;
                  (iii)    The determination that at least one Audit Committee
                           Member has accounting or related financial management
                           expertise; and
                  (iv)     The Audit Committee's annual review and reassessment
                           of the adequacy of this Charter.

5.       Compliance with NYSE Requirements. Sections 1(a), 2(d), and 4(g) of
         this Charter are intended to comply with Rules 303.01 and 303.02 of the
         NYSE Listed Company Manual (as last modified on 12/20/99). In the event
         of any amendments to such Rules, the Board shall consider parallel
         amendments to this Charter.

This Charter was approved by the Corporation's Board of Directors on February
17, 2000. It was amended by the Corporation's Board of Directors on May 10,
2001.