8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 1, 2003

THE FAIRCHILD CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

(State of incorporation or organization)

Commission File Number 1-6560

34-0728587

(I.R.S. Employer Identification No.)

45025 Aviation Drive, Suite 400, Dulles, VA 20166

(Address of principal executive offices)

(703) 478-5800

(Registrant's telephone number, including area code)

Item 2. Acquisition or Disposition of Assets.

(a) Acquisition of Hein Gericke Assets: On November 1, 2003, Fairchild Textil GmbH, an indirect wholly-owned subsidiary of The Fairchild Corporation, acquired substantially all of the world wide business of Hein Gericke and the capital stock of IFW (Hein Gericke's U.S. subsidiary). The assets were acquired from the Bankruptcy Administrator for Eurobike AG in Dusseldorf, Germany. The purchase price for such assets was EUR 39 Million. This price was determined pursuant to arms' length negotiations between Fairchild and the Bankruptcy Administrator. The acquisition was made pursuant to a Purchase Contract signed October 11, 2003 and an Amendment dated November 1, 2003. Copies of the Purchase Contract and Amendment are included, respectively, as Exhibits 2.1 and 2.2 of this Report.

(b) Acquisition of PoloExpress Shares: Also on November 1, 2003, Fairchild Textil GmbH acquired from Helmet House GmbH, Eurobike AG and BMJ Motorsport Vertriebs GmbH, such parties' ownership interest in PoloExpress. The aggregate purchase price for such interest is EUR 20 Million (EUR 14.87 Million due to Helmet House, EUR 3.7 Million due to Eurobike AG and EUR 1.43 Million due to BMJ Motorsport.). The price was determined pursuant to arms' length negotiations between Fairchild and the sellers. The acquisition was made pursuant to a Purchase Contract signed October 11, 2003, and an Amendment dated November 1, 2003. Copies of the Purchase Contract and Amendment are included, respectively, as Exhibits 2.3 and 2.4 of this Report. The interest acquired from Helmet House does not constitute 100% of the ownership interest in PoloExpress. The remaining interest is owned by Mr. Klaus Esser, and is to be partially acquired by Fairchild on January 2, 2004. See paragraph (e) below.

(c) Source of Funds: The companies acquired as described above are referred to as the Fairchild Textil Group. The source of funds for the above acquisitions is as follows:

(i) Cash: EUR 12.5 million from Fairchild's working capital, was paid in cash at Closing on November 1, 2003 for the Hein Gericke assets.

(ii) Deferred Purchase Price: The balance of the purchase price (EUR 26.5 million for the Hein Gericke assets and EUR 20 million for the PoloExpress ownership interest) is due on April 30, 2004, or such date as Fairchild accepts third party financing for the purchase price (whichever comes first). Negotiations for such third party financing are ongoing.

(iii) Security for Deferred Purchase Price: The deferred purchase price (aggregate of EUR 46.5 million) is secured by a lien on the bank accounts, receivables, inventory and capital stock of the Fairchild Textil Group. Until such time as the deferred purchase price is paid in full, the Fairchild Textil Group may not make any dividend distributions or loans to other Fairchild companies.

(iv) Interest on Deferred Purchase Price: Interest at a rate of 8%, per annum shall be payable on the deferred purchase price.

(v) Guaranty of Deferred Purchase Price: The deferred purchase price due for the PoloExpress ownership interest (EUR 20 Million) is guaranteed by The Fairchild Corporation. A copy of such guaranty is included as Exhibit 2.5 of this Report.

(d) Liens on Assets Acquired: The assets acquired by the Fairchild Textil Group are subject to liens held by a banking pool, suppliers' rights organized in a suppliers' pool, and statutory landlord's liens. Such liens shall be discharged by the Sellers upon Fairchild's payment of the deferred purchase price described in paragraph (c) above.

(e) Future Acquisition of Remaining Interest in PoloExpress: The remaining interest in PoloExpress will be purchased by Fairchild Textil GmbH from Mr. Klaus Esser. Mr. Esser will sell all but 7.5% of his interest in PoloExpress to Fairchild on January 2, 2004, for a purchase price of EUR 15 Million. Mr. Esser will retain a 7.5% ownership interest in PoloExpress, but Fairchild has a right to call this interest at any time from March 2007 to October 2008 (and Mr. Esser has a right to put such interest at any time in April 2008) for a purchase price of EUR 12.3 Million (in the case of a call) or EUR 12 Million (in the case of a put). The source of funds for the purchase of Mr. Esser's interest shall be either working capital or a loan from a third party. Negotiations for such loan are on-going. The put/call option will be secured by a bank guarantee to be issued on January 2, 2004. The purchase price for Mr. Esser's interest in PoloExpress, and the put/call option price were determined pursuant to arms' length negotiations between Fairchild and Mr. Esser. The acquisition will be made pursuant to a Purchase Contract signed October 11, 2003. A copy of the Purchase Contract is included as Exhibit 2.6 of this Report.

(f) Employment Agreement with Mr. Esser: In connection with the Purchase Contract with Mr. Esser, Fairchild Textil GmbH entered into a Services Agreement for the employment of Mr. Esser, pursuant to which he is entitled to an annual gross salary of EUR 200,000, payable in 12 monthly installments, plus a bonus of EUR 460,000 per year, payable in twelve equal installments at the end of each month. The term of such Services Agreement commences January 2, 2004, and is for an initial period of 2 years. The contract is automatically renewed for an indefinite period of time, unless terminated by either party by notice given six months before the end of the initial fixed term; and may thereafter be terminated with one year's notice from the end of a calendar quarter. A copy of the Services Agreement is included as Exhibit 99.1 of this Report.

(g) Description of Business of Acquired Entities: Hein Gericke, PoloExpress and IFW design, manufacture and sell protective clothing, helmets, and technical accessories for motorcyclists. At September 30, 2003, Hein Gericke operated 137 retail shops in Austria, Belgium, England, Germany, Luxembourg and the Netherlands. PoloExpress operates 84 retail shops in Germany. IFW, located in Tustin, California, is a designer for Harley-Davidson and First Gear clothing. IFW also distributes First Gear and Hein Gericke products in the United States.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired.

As of the date of this Report, it is impracticable for the registrant to provide financial statements of the business acquired. In accordance with Item 7(a) of Form 8-K, such financial statements shall be filed by an amendment no later than 60 days from the date of filing this Report.

(b)Pro forma financial information.

As of the date of this Report, it is impracticable for the registrant to provide pro forma financial information. In accordance with Item 7(b) of Form 8-K, such pro forma financial information shall be filed by amendment no later than 60 days from the date of filing this Report.

(c) Exhibits.

The Exhibits to this Report are listed on the Exhibit Index, and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2003.

                              THE FAIRCHILD CORPORATION

                              By: ____/s/________________

                                  Donald E. Miller

                                  Executive Vice President

EXHIBIT INDEX

Exhibit No.    Description

2.1 Purchase Contract, relating to the assets of Hein Gericke (the "Hein Gericke Purchase Contract") executed October 11, 2003, among Fairchild Textil GmbH (as Purchaser), Eurobike Vermögensverwaltungs GmbH (as a Seller) and (as additional Sellers) the insolvency administrator Dr. Biner Bähr, acting in his capacity as insolvency administrator over the assets of (i) Hein Gericke-Holding GmbH, (ii) Hein Gericke Vertriebs GmbH, (iii) Paul A Boy GmbH and (iv) Eurobike AG. *

2.2 Amendment to Purchase Contract, dated November 1, 2003, amending the Hein Gericke Purchase Contract referred to immediately above.*

2.3 Purchase Contract, relating to the Sellers ownership interest in PoloExpress (the "PoloExpress Purchase Contract"), executed October 11, 2003, among Fairchild Textil GmbH (as Purchaser) and the following Sellers, Helmet House GmbH , BMJ Motorsport Vertriebs GmbH, and Eurobike AG. *

2.4 Amendment to Purchase Contract, dated November 1, 2003, amending the PoloExpress Purchase Contract referred to immediately above.*

2.5 Guaranties by The Fairchild Corporation, each dated November 1, 2003, to the Sellers of the Polo Express business, guaranteeing the deferred purchase price under the PoloExpress Purchase Contract (aggregate of EUR 20,000 Million) due no later than April 30, 2004. *

2.6 Contract, relating to Mr. Klaus Esser's Ownership interest in PoloExpress ,executed October 11, 2003, between Fairchild Textil GmbH (as Purchaser) and Mr. Klaus Esser (as Seller). *

99.1 Services Agreement executed October 11, 2003, between Fairchild Textil GmbH (as Purchaser) and Mr. Klaus Esser (as Seller). *

_____________________

* Filed Herewith

EX-2

EXHIBIT 2.1

Purchase Contract

Among

1. Fairchild Textil GmbH, with its registered office c/o Lovells, Kennedydamm 17, 40476 Düsseldorf, entered in the commercial register under no. HRB 48584, represented by its managing director, Mr. John Flynn,

- hereinafter referred to as "Purchaser" -

2. EUROBIKE Aktiengesellschaft, with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 76, entered in the commercial register of the Local Court of Düsseldorf under HRB 30767, represented by the members of the managing board, Dr. Peter Mrosik and Mr. Winfried Klar,

- hereinafter referred to as "Seller 1" -

 acting with the necessary consent of

 Dr. Biner Bähr, attorney-at-law, 
not acting on his own behalf, 
but acting exclusively in his capacity as

 interim insolvency administrator,

3. the insolvency administrator Dr. Biner Bähr, attorney-at-law, 
not acting on his own behalf, 
but acting exclusively in his capacity as

 insolvency administrator

 a) over the assets of Hein Gericke-Holding GmbH, with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 19, entered in the commercial register of the Local Court of Düsseldorf under HRB 42104,

- hereinafter referred to as "Seller 2" -,

 b) over the assets of Hein Gericke Vertriebs GmbH, with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 19 entered in the commercial register of the Local Court of Düsseldorf under HRB 14944,

- hereinafter referred to as "Seller 3" -,

c) over the assets of Paul A. Boy GmbH, with its registered office in 40489 Düsseldorf, Reisholzer Werftstraße 19, entered in the commercial register of the Local Court of Düsseldorf under HRB 24290,

- hereinafter referred to as "Seller 4" -,

4. EUROBIKE Vermögensverwaltungsgesellschaft mbH with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 19, entered in the commercial register of the Local Court of Düsseldorf under HRB 30995, having acquired 100% of a US NewCo named Euro MLS Inc. which acquired 100% of the share capital of Intersport Fashion West Inc., represented by its managing director, Dr. Peter Mrosik,

- hereinafter referred to as "Seller 5" -

- Sellers 1 through 5 hereinafter jointly referred to as the "Sellers". -

-  The assets, including shares as described in §§ 1 through 10 of this Purchase Contract hereinafter jointly referred to as the "Objects of the Purchase" -

PART ONE 
Object of the Purchase

§ 1
Insolvency Proceedings

The management of EUROBIKE Aktiengesellschaft (Seller 1), Hein Gericke-Holding GmbH (Seller 2), Hein Gericke Vertriebs GmbH (Seller 3) and Paul A. Boy GmbH (Seller 4) filed a petition for commencement of the insolvency proceedings on July 15, 2003. The Local Court of Düsseldorf, by order of the same date, appointed the attorney Dr. Biner Bähr as interim insolvency administrator. By order of October 1, 2003, insolvency proceedings were instituted over the assets of Hein Gericke-Holding GmbH (Seller 2) - Case File No.: 500 IN 168/03, Hein Gericke Vertriebs GmbH (Seller 3) - Case File No.: 500 IN 167/03 and Paul A. Boy GmbH (Seller 4) - Case File No.: 500 IN 169/03, and the attorney Dr. Biner Bähr was appointed as insolvency administrator. The parties expect insolvency proceedings also to be instituted over the assets of EUROBIKE Aktiengesellschaft (Seller 1) - Case File No.: 500 IN 166/03 in due course.

§ 2
Corporate Information

2.1 EUROBIKE Aktiengesellschaft (Seller 1) is a company validly existing under the laws of Germany with a registered share capital in the nominal amount of EUR 21.474.259,01. The purpose of the company is the acquisition, the administration and the sale of participations and real estate, the sale of goods and the performance of services for affiliated companies.

2.2 Hein Gericke-Holding GmbH (Seller 2) is a company validly existing under the laws of Germany with a registered share capital in the nominal amount of EUR 2.610.000,00. The purpose of the company is the wholesale, the exportation and importation of goods, especially of outfits for motorcyclists and equipment for motorbikes. Hein Gericke-Holding GmbH is further owner of 100 % of the shares of the following companies:

2.2.1 Hein Gericke Austria Handelsgesellschaft m.b.H., a company validly existing under the laws of Austria, with its registered office in 1232 Wien, Triester Straße 122, registered in the "Firmenbuch der Republik Österreich" under FN 83825y, and with a registered share capital in the nominal amount of ATS 500.000,00.

2.2.2 Hein Gericke (UK) Limited, a company validly existing under the laws of England, with its registered office in Hannover House, Hornbeam Square East, Hornbeam Park, Harrogate HG2 8PD, registered at Company House under Company Number 255 3316, and with a registered share capital in the nominal amount of GBP 1.801.000,00, divided into 180.100 ordinary shares in the nominal value of GBP 10,00.

2.3 Hein Gericke Vertriebs GmbH (Seller 3) is a company validly existing under the laws of Germany with a registered share capital in the nominal amount of DEM 5.050.000,00. The purpose of the company is the trade at all marketing stages in motor vehicles and motors and accessories of motors and modern leisure equipment, the performance of services and repairs of motor vehicles especially of outfits for motorcyclists and equipment for motorbikes.

2.4 Paul A. Boy GmbH (Seller 4) is a company validly existing under the laws of Germany with a registered share capital in the nominal amount of DEM 230.000,00. The purpose of the company is the trade at all marketing stages in motor vehicles and motors and accessories of motors, modern leisure equipment and modern leisure clothing.

2.5 EUROBIKE Vermögensverwaltungsgesellschaft mbH (Seller 5) is a company validly existing under the laws of Germany, entered in the commercial register of the Local Court of Düsseldorf under HRB 30995 and owning 100% of EURO MLS Inc., a company validly existing under the laws of Delaware with a registered share capital in the nominal amount of USD 174. The purpose of the company is the acquisition, the administration and the sale of participations in Germany and abroad. Euro MLS Inc. is owner of the following shares:

INTERSPORT FASHION WEST Inc., a company validly existing under the laws of California, with its registered office in 15602, Mosher Avenue, Tustin, CA 92780-6427, USA, registered in the office of the Secretary of the State of California on September 27, 1979, under File No. 962722, and with a registered share capital in the nominal amount of USD 174,00.

Now, therefore, the Purchaser and the Sellers (hereinafter referred to as the "Parties"') conclude the following Purchase Contract:

PART TWO
Sale and Transfer of Assets and Shares

§ 3
Sale and Transfer of Assets of EUROBIKE Aktiengesellschaft

3.1 Seller 1 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 1, the entire office equipment and the furniture and fittings and assets of little value (including leasehold improvements and the alarm system) ("fixed assets") according to Annex 3.1 (showing also the assets to which Seller 1 does not hold title) to this Purchase Contract. Annex 3.1 shall constitute an integral part of this Purchase Contract.

3.2 Seller 1 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 1, the intangible assets such as the name ("Eurobike"), concessions, trademarks or licenses as ("intangible assets") described in Annex 3.2.1 to this Purchase Contract and the right to use the software of Seller 1, the internet presentation and address, domain name, telephone-, fax numbers, email addresses and other copy- or similar rights as described in Annex 3.2.2 to this Purchase Contract. Annexes 3.2.1 and 3.2.2 shall constitute an integral part of this Purchase Contract.

3.3 Seller 1 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 1, the receivables and other current assets, if any (e.g. pension insurance, prepayments but no claims against current or former directors or shareholders), ("other current assets") as described in Annex 3.3 to this Purchase Contract. Annex 3.3 shall constitute an integral part of this Purchase Contract.

3.4 Furthermore, Seller 1 sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 1, its goodwill, which consists of the established customer base, which forms an integral part of this Purchase Contract. To this end, the Purchaser shall be provided with the complete existing customer records. The Purchaser shall be entitled to liaise with the Seller 1 customers and may take any existing opportunities to enter into business relations with such customers. Insofar as the approval of other contracting or third parties is required in this connection, the risk shall be borne solely by the Purchaser.

 The risk in connection with the realization of any existing opportunities to enter into business relations with the Seller 1 customers shall be borne solely by the Purchaser.

3.5 With respect to the continuation or discontinuation of contracts, § 11.7 shall apply after the institution of insolvency proceedings over the assets of Seller 1.

§ 4
Sale and Transfer of Assets of Hein Gericke-Holding GmbH

4.1 Seller 2 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 2, the entire fixed assets according to Annex 4.1 (showing also the assets to which Seller 2 does not hold title) to this Purchase Contract. Annex 4.1 shall constitute an integral part of this Purchase Contract.

4.2 Seller 2 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 2, the entire stock and inventory ("the current assets") of Seller 2 as listed in to Annex 4.2 to this Purchase Contract. Annex 4.2 shall constitute an integral part of this Purchase Contract. Insofar as suppliers are secured by a retention of title on Payment Date, Seller 2 undertakes to discharge any such rights.

4.3 Seller 2 sells and shall transfer to the Purchaser, who hereby purchases and shall accept from Seller 2, its entire shares in Hein Gericke Austria Handelsgesellschaft m.b.H. in the nominal amount of ATS 500.000,00 as described in § 2.2.1 above. The transfer shall be effected on the basis of the irrevocable certified powers of attorney attached hereto as Annexes 4.3.1 and 4.3.2.

4.4 Seller 2 sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 2, its 180.100 shares in Hein Gericke (UK) Limited in the nominal amount of GBP 1.801.000,00 as described in § 2.2.2 above. Seller and Purchaser undertake to repeat the transfer in the proper form and documentation under applicable local law.

4.5 Seller 2 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 2, the Intangible Assets, including the name "Hein Gericke" as described in Annex 4.5.1 to this Purchase Contract as well as Seller 2's copy- and similar rights as described in Annex 4.5.2 to the Purchase Contract. Annexes 4.5.1 and 4.5.2 shall constitute an integral part of this Purchase Contract.

4.6 Seller 2 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 2, the receivables and Other Current Assets, including prepayments as described in Annex 4.6 to this Purchase Contract. Annex 4.6 shall constitute an integral part of this Purchase Contract.

4.7 Furthermore, Seller 2 sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 2, its goodwill, which consists of the established customer base, which forms an integral part of this Purchase Contract. To this end, the Purchaser shall be provided with the complete existing customer records. The Purchaser shall be entitled to liaise with the Seller 2 customers and may take any existing opportunities to enter into business relations with such customers. Insofar as the approval of other contracting or third parties is required in this connection, the risk shall be borne solely by the Purchaser.

 The risk in connection with the realization of any existing opportunities to enter into business relations with the Seller 2 customers shall be borne solely by the Purchaser.

§ 5
Sale and Transfer of Assets of Hein Gericke Vertriebs GmbH

5.1 Seller 3 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 3, the entire fixed assets according to Annexes 5.1.1 (main office, warehouse etc.) and 5.1.2 (shops) to this Purchase Contract. Annexes 5.1 and 5.1.2 (showing also the assets to which Seller 3 does not hold title) shall constitute an integral part of this Purchase Contract.

5.2 Seller 3 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 3, the entire current assets of Seller 3 as listed in to Annexes 5.2.1, 5.2.2 (shops) and 5.2.3 (used and new motorcycles) to this Purchase Contract. Annexes 5.2.1 to 5.2.3 shall constitute an integral part of this Purchase Contract. Insofar as suppliers are secured by a retention of title on Payment Date, Seller 3 undertakes to discharge any such rights; however the transfer does not include stock obtained from Harley-Davidson GmbH which must be returned to Harley-Davidson GmbH after the expiration of the contracts dated January 8, 2003.

5.3 Seller 3 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 3, the Intangible Assets (including the name) as described in Annex 5.3.1 to this Purchase Contract and its copy- and similar rights as described in Annex 5.3.2. Annexes 5.3.1 and 5.3.2 shall constitute an integral part of this Purchase Contract.

5.4 Seller 3 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 3, the receivables and other current assets, including catalogues and prepayments, as described in Annex 5.4 to this Purchase Contract. Annex 5.4 shall constitute an integral part of this Purchase Contract.

5.5.1 Furthermore, Seller 3 sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 3, its goodwill, which consists of the established customer base, which forms an integral part of this Purchase Contract. To this end, the Purchaser shall be provided with the complete existing customer and shops related records. The Purchaser shall be entitled to liaise with the Seller 3 and shop owners customers and may take any existing opportunities to enter into business relations with such customers and shop owners. Insofar as the approval of other contracting or third parties is required in this connection, the risk shall be borne solely by the Purchaser.

 The risk in connection with the realization of any existing opportunities to enter into business relations with the Seller 3 customers shall be borne solely by the Purchaser.

5.5.2 The Purchaser promises to provide security to Stadtsparkasse Düsseldorf which is equivalent to security provided by Seller 3 as described in Annex 5.5.2 in order to release such security as provided by Seller 3.

§ 6
Sale and Transfer of Assets of Paul A. Boy GmbH

6.1 Seller 4 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 4, the entire fixed assets according to Annexes 6.1.1 (main office, warehouse etc.) and 6.1.2 (shops) to this Purchase Contract. Annexes 6.1.1 and 6.1.2 (showing also the assets to which Seller 4 does not hold title) shall constitute an integral part of this Purchase Contract.

6.2 Seller 4 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 4, the entire current assets of Seller 4 as listed in Annexes 6.2.1, 6.2.2 (shops) to this Purchase Contract. Annexes 6.2.1 and 6.2.2 shall constitute an integral part of this Purchase Contract. Insofar as suppliers are secured by a retention of title on Payment Date, Seller 4 undertakes to discharge any such rights.

6.3 Seller 4 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 4, the intangible assets (including the name GoTo Helmstudio) as described in Annex 6.3.1 to this Purchase Contract and its copy- and similar rights as described in Annex 6.3.2. Annexes 6.3.1 and 6.3.2 shall constitute an integral part of this Purchase Contract.

6.4 Seller 4 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 4, the receivables and other current assets as described in Annex 6.4to this Purchase Contract. Annex 6.4 shall constitute an integral part of this Purchase Contract.

6.5 Furthermore, Seller 4 sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 4, its goodwill, which consists of the established customer base, which forms an integral part of this Purchase Contract. To this end, the Purchaser shall be provided with the complete existing customer records. The Purchaser shall be entitled to liaise with the Seller 4 customers and may take any existing opportunities to enter into business relations with such customers. Insofar as the approval of other contracting or third parties is required in this connection, the risk shall be borne solely by the Purchaser.

 The risk in connection with the realization of any existing opportunities to enter into business relations with the Seller 4 customers shall be borne solely by the Purchaser.

§ 7
Sale and Transfer of Shares of Euro MLS Inc.

Seller 5 hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller 5, its entire shares in Euro MLS Inc. which has acquired 100% of the share capital of INTERSPORT FASHION WEST Inc. with a nominal amount of USD 174,00 as described in § 2.5 above. To the extent required Seller 5 and Purchaser shall repeat the transfer in the form and documentation of applicable local law.

§ 8
[Intentionally left blank]

§ 9
[Intentionally left blank]

§ 10
Other Assets / Intercompany Debts

If fixed or current or other assets - tangible and intangible, whether required to be disclosed in the balance sheet or not - have not been stated explicitly in this Purchase Contract or the Annexes to this Purchase Contract and such assets form part of the Objects of the Purchase, they are considered as forming part of the fixed or current or other assets sold under the terms of this Purchase Contract.

§ 11
Effective Date / Transition / Payment Date

11.1 The Purchase Price is calculated on the basis of the value of the businesses and assets to be acquired as they exist on September 30, 2003, 24:00 hours / October 1, 2003, 0:00 hours (the Effective Date). For the period between the Effective Date and the Payment Date, the Sellers and Purchaser shall treat each other as if the businesses and the assets to be acquired had been conducted and held for the benefit and risk of the Purchaser.

11.2 The Purchase Price will be paid and the transfer of the businesses be effected on the Payment Date which is the later of: (a) 14 days after the Effective Date, or (b) 7 days after the date when the security interests are released, or (c) 7 days after the Purchaser's banks have received letters relating to the granting of security interests from the State of North Rhine Westphalia and Kreditanstalt für Wiederaufbau, but in no event later than October 31, 2003 (the Payment Date).

11.3 To the extent that agreements are to be assumed by the Purchaser, the Purchaser shall assume the rights and obligations or, if such assumption is not possible, exercise the rights and obligations and hold the concerned Seller harmless as of the Effective Date, i.e. the concerned Seller shall pay all obligations and bear responsibility for all liabilities arising prior to the Effective Date, and the Purchaser shall pay all debts and assume responsibility for all liabilities arising on or after the Effective Date.

11.4 Unless otherwise specified in this agreement, the Purchaser shall not assume and not be responsible for any Seller's debts or obligations having arisen prior to the Effective Date. Sellers shall fulfill all obligations under or in connection with the legal relationships to be assumed or performed by the Purchaser pursuant to this Contract if and to the extent due, as to Sellers 1 to 4: since the beginning of bankruptcy proceedings, prior to the Payment Date.

11.5 Each of the Sellers confirms that it so far has and shall continue to conduct its business until the Payment Date in the ordinary course of business with the due care of a good merchant, consideration given to the disruptions due to the request for commencement of insolvency proceedings and the appointment of a preliminary insolvency administrator.

11.6 If any payment or service or other form of consideration received by any party to this Contract relates to payments, services or other forms of consideration due to the other party pursuant to the terms of this Purchase Contract, such first party shall immediately pay the amount or value of the service or compensation received to the other party.

11.7 Sellers 1, 2, 3 and 4 shall not discontinue or continue any contracts without the prior consent of Purchaser with the exception of orders as described in 11.8.

11.7.1 With respect to real estate lease contracts, Purchaser shall be free to decide upon such consent at any time. However, Sellers 1, 2, 3 and 4 shall not be obliged to continue these real estate lease contracts after December 31, 2007.

11.7.2 With respect to agency contracts and corresponding sublease contracts with shop partners, Sellers 3 and 4 shall use its best efforts to renew these contracts to end on December 1, 2003.

11.7.3 With respect to lease contracts not pertaining to real estate, Sellers 1, 2, 3 and 4 shall request the consent of Purchaser on December 1, 2003, unless the respective Seller is obliged to decide upon a continuation or discontinuation of the respective contract before November 30, 2003. Upon the receipt of such request, Purchaser shall be obliged to give its decision within seven (7) days; if the Purchaser gives its consent to a termination or does not react to such request, Sellers shall be entitled to terminate or otherwise discontinue any such contract. However, with respect to contracts according to § 108 para. 1 sentence 2 German Insolvency Code, 11.7.1 shall apply accordingly.

11.7.4 With respect to all insurance (Sachversicherungen) contracts existing on the date of the transfer of the Objects of Purchase, Sellers shall inform the Purchaser on such date of all such insurance contracts.

11.7.5 With respect to any other contracts, Purchaser shall be obliged to give its decision within seven (7) days - or any shorter period of time reasonably requested by Sellers - upon the request of Sellers; if the Purchaser gives its consent to a termination or does not react to such request, Sellers shall be entitled to terminate or otherwise discontinue any such contract.

11.8 Each of the Sellers herewith assigns to the Purchaser all rights and obligations resulting from orders received from customers or given to suppliers or other contracts not yet fulfilled on the Payment Date, as well as under negotiations for prospective orders pending on the Payment Date.

11.9 The Sellers and the Purchaser shall use their best efforts to obtain the contractual partners' consent for the assumption by the Purchaser of contractual agreements and liabilities and obligations pursuant to this Purchase Contract. To the extent that this proves impossible or impractical, the Purchaser shall, as of the Payment Date, but subject to termination pursuant to § 11.9 below, perform the obligations and pay such debts and liabilities in the name of the concerned Seller, but for its own account.

11.10 If the Purchaser asks the insolvency administrator to terminate any of the contracts to be assumed by the Purchaser from Sellers 1 to 4 according to § 11.7, the insolvency administrator shall comply with this request and give the notice in accordance with the notice periods permitted under insolvency law, but the Purchaser shall bear the costs in connection with such agreement until the end of the notice period, excluding, however, the claims of the other contractual party in connection with the termination. This also applies to employment contracts.

PART THREE
Purchase Price/ Conditions of Payment

§ 12
Purchase Price

12.1 The Purchase Price for the businesses of the Objects of the Purchase according to § 1 shall be EUR 39 million net plus VAT, if any ("Purchase Price").

12.2 The Purchase Price will be allocated to the Sellers as follows:

12.2.1	Seller  1:	EUR	500,000.00
12.2.2	Seller  2:	EUR	10,600,000.00
12.2.3	Seller  3:	EUR	17,200,000.00
12.2.4	Seller  4:	EUR	700,000.00
12.2.5	Seller  5:	EUR	10,000,000.00

12.3 The allocation of the Purchase Price among the different Sellers is at their discretion. It is based on valuation methods (such as discounted cash flow, discounted earnings, multiples, etc.) introduced by the Sellers, reflecting the specific business outlook and risk profile of the respective assets.

12.4 The Parties assume that the transactions contemplated by this Purchase Contract constitute a company sale and the sale of each shop a business transfer (Betriebsübergang) which is not taxable according to § 1 para. 1 a) German Turnover Tax Act (UStG). Should it turn out afterwards that supplies and services being subject to turnover tax existed (in any jurisdiction), the Sellers shall be entitled to demand from the Purchaser subsequent payment of the corresponding amounts of turnover tax, provided that the Sellers shall issue invoices for such amounts according to § 14 German Turnover Tax Act.

12.5 To the extent that between the Effective Date and the Payment Date assets, whether fixed, current or otherwise, are destroyed, lost or damaged or the businesses are disrupted, the Purchase Price remains unaffected but the Sellers herewith assign to the Purchaser (and shall repeat such assignment for the individual claim) their rights and claims against (i) the insurance company insuring the risk of the concerned Seller, (ii) the persons responsible for the negative effect as well as (iii) against the insurance company which insured the risk of the damaging person.

12.6 Interest at a rate of 8 % p.a. shall be payable on the Purchase Price as of the Payment Date.

12.7 The Purchaser undertakes to remit the Purchase Price in the portions owed to

     12.7.1 Sellers 1 and 5
            EUR 10,500,000.00
            Stadtsparkasse Düsseldorf
            Bank Code: 300 501 10 
            Account No.: 37 04 32 05 
            Account Holder: RA Dr. Bähr wegen EUROBIKE Aktiengesellschaft 

     12.7.2 to Seller 2
            EUR 10,600,000.00
            Stadtsparkasse Düsseldorf 
            Bank Code: 300 501 10 
            Account No.: 37 04 32 13
            Account Holder: RA Dr. Bähr wegen Hein Gericke-Holding GmbH

     12.7.3 to Seller 3
            EUR 17,200,000.00
            Stadtsparkasse Düsseldorf 
            Bank Code: 300 501 10 
            Account No.: 37 04 32 21
            Account Holder: RA Dr. Bähr wegen Hein Gericke Vertriebs GmbH

     12.7.4 to Seller 4:
            EUR 700,000.00
            Stadtsparkasse Düsseldorf
            Bank Code: 300 501 10
            Account No.: 37 04 33 12
            Account Holder: RA Dr. Bähr wegen Paul A. Boy GmbH

12.8 These payments fulfill the Purchasers' payment obligations.

PART FOUR
General Conditions

§ 13
Conditions Precedent

This Contract is subject to the following conditions precedent:

13.1 Approval of the transactions contemplated by this Purchase Contract by the (interim) creditor committee ([vorläufiger] Gläubigerausschuß) of Seller 2, 3 and 4;

13.2 Execution of valid agreements by the Purchaser with Polo Expressversand Gesellschaft für Motorradbekleidung und Sportswear mbH & Co. Kommanditgesellschaft's, Helmet House and Mr. Klaus Esser for the acquisition of Polo Expressversand Gesellschaft für Motorradbekleidung und Sportswear mbH & Co. Kommanditgesellschaft's 's business (assets and debts or equivalent) by Purchaser within seven (7) days from the execution of this Purchase Contract;

13.3 The definite assumption, by the Job Creation and Qualification Company ("JCQC"), of at least 135 employees as provided for in § 18.2.

§ 14
Passing of Title, Use and Assumption of Risk

14.1 Each of the Sellers and the Purchaser agree that title to the assets and rights and receivables sold and the transfer of contracts and obligations shall pass to the Purchaser

14.1.1 upon payment of the Purchase Price according to §§ 11.2 and 12 and

14.1.2 Release of the Securities according to § 5.5.2.

 without formal delivery being required.

14.2 To the extent that any third party is in possession of any asset to be transferred, the concerned Seller herewith assigns its claim for repossession against such possessor to the Purchaser. The claims for repossession of Sellers 3 and 4 are in particular directed against the shop partners of the shops listed in Annexes 5.1.2 and 6.1.2 for items listed there.

14.3 With respect to physical assets in possession of the respective Seller, Purchaser and the concerned Seller agree that, as of the date of payment of the Purchase Price, the employees are instructed to hold possession of the assets, including the documentation and data carriers, on behalf of the Purchaser.

14.4 If the conditions precedent according to § 13 are fulfilled, the Purchaser may already dispose freely of the Objects of the Purchase within the scope of the ordinary course of business or encumber the same in order to finance the Purchase Price. The Sellers shall then in particular continue to ensure that the Objects of the Purchase are sufficiently covered by insurance.

14.5 With regard to assets (including receivables) not located in Germany title transfer shall be repeated, to the extent necessary, under observation of local law requirements.

§ 15
Liability for Defects

15.1 The Purchaser had the opportunity to inform itself about the condition and quality of the Objects of the Purchase, but recognizes that the preliminary insolvency administrator was not in a position to allow for a comprehensive review and assessment of the business.

15.2 Each of the Sellers guarantees by way of an independent contractual obligation that it has, with the exception of the statutory landlord liens, clean title to the assets to be transferred to the Purchaser and that it, after proper investigation, believes to be the true contractual partner to the contracts to be transferred to or performed by the Purchaser.

15.3 Any claims or rights owing to defects (§ 434 BGB) of the Objects of the Purchase shall be excluded notwithstanding the provisions hereinafter stated. The Sellers insofar will not give any warranties or guarantees of whatever nature.

15.4  The Sellers and the Purchaser will not assume liability for damages caused by a violation of duties. This shall not apply to damages resulting from violations of life, body or health which are caused by a violation by negligence of the Sellers' or Purchaser's duties, to other damages caused by a violation by gross negligence of the Sellers' or Purchaser's duties or any other damages caused by a violation by intent of the Sellers' or Purchaser's duties.

15.5 Any personal liability of Dr. Biner Bähr for whatever reason is excluded.

15.6 However, in any of the above cases - except for intentional acts of the Sellers or Purchaser - liability shall be limited to the scope of the typical, foreseeable damage.

15.7 The Sellers hereby assign to the Purchaser any claims and rights to which they are entitled vis-à-vis third parties owing to defects of the objects sold and to breach of contract under contracts to be assumed. The Purchaser hereby accepts the above assignment. The parties agree to repeat such transfer, if necessary, in the form relating to the individual claim.

15.8 Any claim under this § 15 shall be time-barred after March 31, 2005.

15.9 The aforementioned provisions contain an exhaustive regulation of the parties' liability vis-à-vis each other. All other legal claims under German law for rescission, impairment or damages for any reason, including but not limited to delay or default, any other violation of this Purchase Contract (positive Vertragsverletzung) or culpa in contrahendo (default at the conclusion of a contract) to the extent permitted by statutory law shall be excluded. Any claims based on a frustration of this Purchase Contract (Wegfall der Geschäftsgrundlage) or based on any other legal reasons shall also be excluded, excluding, however, a frustration of this Purchase Contract because of a frustration of the acquisition agreement pursuant to § 13.2.

§ 16
Set-off and Retention

Any rights of set-off or retention with regard to the obligations under this Purchase Contract shall be excluded for the Purchaser with the exception of payment claims pursuant to § 15.2.

§ 17
Transfer of Contracts

If the transfer of an asset or right or the assignment of a contract or a contract order requires the consent of a third party, the Parties will make all efforts to obtain such consent. If the consent of the relevant third party cannot be obtained the respective asset or right or contract shall be held by the Sellers for the risk and the benefit of the Purchaser with the due care of a good merchant until such consent can be obtained.

§ 18
Employees

18.1 Sellers 1 to 4 undertake to procure the consent of no less than 135 employees to a transfer to the JCQC no later than on October 6, 2003.

18.2 The Purchaser shall offer to employ or to continue to employ 94 full-time employees and 8 apprentices of Sellers 1 to 4 or the JCQC respectively as of the Payment Date. Among those employees which have transferred to the JCQC, the Purchaser may freely choose those employees to whom he wishes to offer employment. The Purchaser herewith commits:

18.2.1 to offer employment contracts to the employees chosen which economically correspond to the relevant employment contract previously dissolved; however, in case of a seriously inadequate individual remuneration the Purchaser may adjust any non-pay-scale supplementary allowances (außertarifliche Zulagen, sowohl persönliche, als auch leistungsbezogene Zulagen) accordingly;

18.2.2 to fully acknowledge the job tenure of the employees taken over, i.e. their respective social status acquired on the basis of their individual employment relationships and

18.2.3 to offer employment contracts to - at least - such number of current members and substitute members of the works council of the Sellers 2 and 3 proportional to the number of employees of the Sellers 2 and 3 who have to be taken over according to § 18.2.

 The Sellers herewith confirm that the common works council of Sellers 2 and 3 has given its consent to the transfer of the employees to the JCQC provided that the requirements of § 18.2 will be met.

18.3 At the request of the Purchaser, the insolvency administrator will terminate the employment relationships by October 31, 2003 with those employees who did not declare their consent to be transferred to the JCQC. In this case, Purchaser and the respective Seller shall equally bear all additional costs of such termination including but not limited to any severance payments, costs of continued employment and legal defense.

18.4 The Sellers undertake to provide the Purchaser with the entire personnel documents and vouchers - insofar as these exist - concerning the employees taken over, in particular with regard to remuneration, vacation schedules, social security and health insurance contributions as well as the payment of commissions. The Purchaser undertakes to take over the respective personnel records, to comply with the statutory obligations to preserve business records and to handle and answer any future questions of the employees or authorized third parties.

§ 19
Preservation of Business Records

19.1 The Purchaser takes over the existing business records, files, data carriers and data of EUROBIKE Aktiengesellschaft's affiliated companies, in particular the Sellers, (hereinafter referred to as the "Group") and shall assume, on the Sellers' behalf, the obligations to preserve business records for the Group (including the complete customer records of the transferred businesses) according to tax law and other statutory or mandatory law. The same applies to the existing business records, files, data carriers and data of EUROBIKE Aktiengesellschaft after the institution of insolvency proceedings over the assets of EUROBIKE Aktiengesellschaft. The Purchaser shall grant all persons who are entitled to carry out audits access to such records for the purpose of inspection during normal business hours. Further, the Sellers or any third parties instructed by them shall be entitled to inspect the business records specified in detail in this Purchase Contract during normal business hours in reasonable manner. The Purchaser shall provide the Sellers with the access required for this purpose. Preservation and documentation as well as the destruction at a later date shall be free of charge for the Seller.

19.2 The Purchaser's obligation to preserve business records of the Group and EUROBIKE Aktiengesellschaft shall only extend to the documents existing at the Payment Date. The Purchaser does not give a guarantee for the correctness and completeness of such documents.

§ 20
Assisting the Insolvency Administrator

The Purchaser undertakes to ensure that information reasonably requested is made available to the Sellers free of charge through the employees taken over by it. Further, the Purchaser shall instruct its employees to assist the Sellers or any other person instructed by them with carrying on the insolvency proceeding and to furnish any information required, if necessary, or to provide any necessary documents and access to the electronic bookkeeping systems to the extent reasonably requested and at the Seller's expense to the extent the cost therefore exceeds EUR 500 p.a.

PART FIVE
Miscellaneous

§ 21
Right to Transfer the Purchase Contract

Other than as expressly agreed in this Purchase Contract, this Purchase Contract and any rights and obligations thereunder may not be assigned and transferred in whole or in part without the written consent of the other Parties.

§ 22
Confidentiality and Press Releases

22.1 The Parties agree, also on behalf of their subsidiaries and affiliates from time to time, the Purchaser only until full payment of the Purchase Price, to keep strictly confidential the information obtained by them in connection with the negotiation and conclusion of this Purchase Contract with respect to the respective other Party and its subsidiaries and affiliates. Without limiting the generality of the foregoing, such obligation shall extend to any proprietary information (provided this is not otherwise part of the public domain) relating to the Parties and their subsidiaries and affiliates and their respective businesses, such proprietary information to include all know-how, trade secrets, formulas, bills of materials, names of customers or suppliers, contracts and arrangements with customers or suppliers, joint ventures or third parties, pricing policies, operational methods, marketing plans or strategies or product development techniques, or plans. Each of the Sellers shall keep strictly confidential all confidential information on any of the Sellers and their business. Sellers and Purchaser shall treat as confidential the contents of this very Purchase Contract.

22.2 The Parties shall be permitted to disclose information of the nature referred to in § 22.1 above to their respective professional advisers and as may be required by any court order or otherwise by any applicable law, or in order to defend or enforce claims directed against or asserted by the disclosing party. Sellers shall also be entitled to disclose the content of the employment regulations of this agreement to the attorney of the works council.

22.3 Other than required by law, neither Party shall make or permit to be made any press release or similar public announcement with respect to any transaction contemplated by this Purchase Contract without the prior consent of the respective other Party which is not to be unreasonably withheld.

§ 23
Place of Performance and Jurisdiction/ Governing Law

23.1 Düsseldorf shall be the place of performance and jurisdiction for any obligations or disputes arising under this Purchase Contract.

23.2 This Agreement is governed exclusively by and construed in accordance with German law under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

§ 24
Severability

24.1 Should any provision of this Agreement be held wholly or in part invalid or unenforceable, or if this Agreement should contain a gap, the validity and enforceability of the other parts shall not be affected thereby. This applies in particular to any requirement of formal notarization of any part of this Contract; the parties agree that the Purchase Contract would have been entered into even without the part which would be invalid for such formal reason and that it is against good faith to invoke the invalidity of such invalid part against the other party. The invalid or unenforceable provision shall be deemed replaced by such valid and enforceable provision which corresponds best to the economic interests of the Parties originally pursued by the invalid or unenforceable provision.

24.2 The above § 24.1 shall apply mutatis mutandis in case of an incomplete provision.

§ 25
Further Assurances

Each of the Purchaser and the Sellers will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Purchase Contract. This includes, but is not limited to all acts and things legally required to transfer the shares and assets of the foreign companies or businesses to the Purchaser.

§ 26
Entire Agreement

There are no side or collateral agreements, e.g. in verbal form, between the Parties to this Purchase Contract. Any amendments of or supplements to this Purchase Contract must be in writing unless any other form is imperatively required by law. This shall also apply to the above written form requirement itself.

§ 27
Costs

Except as expressly otherwise stated in this Purchase Contract either Party shall bear its own costs incurred, or which will be incurred by it in the future, in connection with this Purchase Contract and its performance. The fees of the notarization and any registration in connection with the conclusion of this Purchase Contract as well as any taxes (e.g. Real Estate Transfer Tax) or duties (e.g. stamp duties) in connection with the conclusion of this Purchase Contract shall be borne by the Purchaser as well as any reasonable costs for acts and things to be undertaken by either the Purchaser and/or the Sellers according to § 25 (with the exception of the Seller's own costs and those of its advisors or representatives).

_____________________	___________________
Fairchild Textil GmbH	EUROBIKE Aktiengesellschaft
Mr. John Flynn	Dr. Andreas Mrosik
_____________________	___________________
EUROBIKE Aktiengesellschaft	Dr. Biner Bähr
Winfried Klar	as preliminary insolvency
	administrator over the assets of
	EUROBIKE Aktiengesellschaft
_____________________	___________________
Dr. Biner Bähr	Dr. Biner Bähr
as insolvency administrator over	as insolvency administrator over
the assets of Hein Gericke-Holding GmbH	the assets of Hein Gericke
	Vertriebs GmbH
_____________________	___________________
Dr. Biner Bähr	EUROBIKE Vermögensverwal-
insolvency administrator over	tungsgesellschaft mbH
the assets of Paul A. Boy GmbH	Dr. Peter Mrosik

EX-2

EXHIBIT 2.2

AMENDMENT TO THE PURCHASE CONTRACT

AMENDMENT, dated as of November 1, 2003, 04:30 a.m. (hereinafter referred to as "Amendment"), to the Purchase Contract dated as of October 11, 2003 (hereinafter referred to as "Purchase Contract") by and between Fairchild Textil GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Purchaser"), EUROBIKE Aktiengesellschaft, a public limited company organized under the laws of Germany (hereinafter referred to as "Seller 1") acting with the necessary consent of Dr. Biner Bähr, attorney-at-law, not acting on his own behalf, but acting exclusively in his capacity as interim insolvency administrator, the insolvency administrator Dr. Biner Bähr, attorney-at-law, not acting on his own behalf, but acting exclusively in his capacity as insolvency administrator over the assets of Hein Gericke-Holding GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Seller 2"), over the assets of Hein Gericke Vertrie limited liability company organized under the laws of Germany (hereinafter referred to as "Seller 3"), over the assets of Paul A. Boy GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Seller 4") and EUROBIKE Vermögensverwaltungsgesellschaft mbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Seller 5", Sellers 1 through 5 hereinafter jointly referred to as the "Sellers").

WHEREAS, the Purchaser and the Sellers are parties to the Purchase Contract;

WHEREAS, the Purchaser and the Sellers desire to amend the Purchase Contract, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other good and valuable consideration, the receipts and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

§ 1
Defined Terms

Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Purchase Contract.

§ 2
Payment Date

In modification of §§ 11.2 and 12 of the Purchase Contract the Purchaser undertakes to pay the Purchase Price as follows:

2.1 On October 31, 2003, the Purchaser undertakes to remit a portion of the Purchase Price in the amount of EUR 12,500,000.00 to the following Sellers to the bank account of the respective Seller as specified in § 12.7 of the Purchase Contract:

2.1.1	Seller  1:	EUR	500,000.00
2.1.2	Seller  2:	EUR	4,300,000.00
2.1.3	Seller  3:	EUR	5,000,000.00
2.1.4	Seller  4:	EUR	700,000.00
2.1.5	Seller  5:	EUR	2,000,000.00

2.2 On the earlier of April 30, 2004, or the financing by third parties (not including required working capital financing) which the Purchaser undertakes to use its best efforts to obtain, the Purchaser shall remit the outstanding portions of the Purchase Price in whole or in part up to the total amount of EUR 26,500,000.00 to the bank accounts of the respective Sellers as specified in § 12.7 of the Purchase Contract.

§ 3
[Intentionally left blank]

§ 4
Interest

§ 12.6 of the Purchase Contract shall be amended as follows:

Interest at a rate of 8 % p.a. shall be payable on all portions of the Purchase Price as specified in § 2 of this Amendment as of November 1, 2003. The interest for the period ending December 31, 2003 shall be prepaid on November 3, 2003 in an amount of EUR 353,333.33 into the bank accounts as defined in § 12.7 of the Purchase Contract in relation of the outstanding amounts. For the remaining period the interest shall be payable at the end of each calendar month into the same bank accounts.

§ 5
Conditions Precedent

It is herewith confirmed, that the conditions precedent as specified in § 13 are fulfilled.

§ 6
Passing of Title

§ 14.1 of the Purchase Contract shall be amended as follows:

The Sellers and the Purchaser agree that title to assets and rights and receivables sold by the Sellers subject to existing third party security rights and the transfer of contracts and obligations transferred by the Sellers shall pass to the Purchaser

6.1 upon payment of the portion of the Purchase Price according to § 2.1 of this Amendment;

6.2 upon release of the securities according to § 5.5.2 of the Purchase Contract.

§ 7
Liability for Defects

§ 15.2 of the Purchase Contract is amended to read as follows:

The Sellers do not guarantee clean title to the assets to be transferred to the Purchaser and in particular point the Purchaser to the security held by a banking pool under the agency of Bayerische Hypo- und Vereinsbank AG, suppliers' rights organized in a suppliers' pool, statutory landlord liens etc.; the Sellers however guarantee to and herewith authorize the Purchaser that the Purchaser is entitled to dispose of the assets to be transferred in the ordinary course of business against assignment of any receivables resulting from such disposal.

§ 8
Additional Objects of Purchase

8.1 Seller 2 shall sell to Purchaser and the Purchaser shall purchase from Seller 2 the entire share capital of Damen Holding BV, Breda, Netherlands, Kamer van Koophandel No. 20060629, substantially in the form of the draft attached hereto as Annex 8.1 which is subject to review by the Sellers' legal advisors.

8.2 Seller 2 shall sell to Purchaser and the Purchaser shall purchase from Seller 2 the entire share capital of Allspeedex France Holding SARL, 95520 Osny, France, registered with the registry of commerce and companies Pontoise under No. 353225741 RCS Pontoise, and from Sellers 1 through 4 the intercompany claims owed by Hein Gericke France SARL, substantially in the form of the drafts attached hereto as Annex 8.2.1 and 8.2.2 which are subject to review by the Sellers' legal advisors.

§ 9
Covenants

9.1 The Purchaser undertakes to inform Dr. Biner Bähr

9.1.1 regularly on his efforts and progress in obtaining third party financing as described in § 2.2 of this Amendment; and

9.1.2 monthly within two weeks after the end of a calendar month on its inventory.

9.2 The Purchaser undertakes not to distribute any interim profits and not to accept any withdrawals of expected profits by its shareholder in the course of a financial year (which ends on June 30 of any year) and not to grant any loan to any affiliated entity, with the exception for credit relationships within Fairchild Textil GmbH's group of consolidated companies in the scope of ordinary supply and service transactions.

§ 10
Security

The Purchaser shall provide security for the outstanding portion of the Purchase Price pursuant to § 2.2 of this Amendment by way of

10.1 Global assignment of receivables in accordance with the assignment agreement attached as Annex 10.1;

10.2 transfer of title for security purposes of new merchandise in accordance with the assignment agreement attached as Annex 10.2;

10.3 pledge of the shares in the Purchaser held by its shareholder in accordance with the share pledge agreement attached as Annex 10.3; and

10.4 account pledge agreement in accordance with the pledge agreement attached as Annex 10.4.

§ 11
Continuing Effect of the Purchase Contract

Except as expressly amended or modified herein, the provisions of the Purchase Contract are and shall remain in full force and effect. For the purpose of the provisions of the Purchase Contract (including, but not limited to any provisions dealing with termination of the Purchase Contract) this Amendment is deemed to be part of the definition of "Purchase Contract".

§ 12
Place of Performance and Jurisdiction/ Governing Law

12.1 Düsseldorf shall be the place of performance and jurisdiction for any obligation or disputes arising under this Amendment.

12.2 This Amendment shall be governed by and construed in accordance with the laws of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the date first written above.

_____________________	___________________
Fairchild Textil GmbH	EUROBIKE Aktiengesellschaft
Mr. John Flynn	Florian Gantenberg
	___________________
	Dr. Biner Bähr
	as preliminary insolvency
	administrator over the assets of
	EUROBIKE Aktiengesellschaft
_____________________	___________________
Dr. Biner Bähr	Dr. Biner Bähr
as insolvency administrator over	as insolvency administrator over
the assets of Hein Gericke-Holding GmbH	the assets of Hein Gericke
	Vertriebs GmbH
_____________________	___________________
Dr. Biner Bähr	EUROBIKE Vermögensverwal-
insolvency administrator over	tungsgesellschaft mbH
the assets of Paul A. Boy GmbH	Dr. Ilmo Pathe

EX-2

EXHIBIT 2.3

Notarial Deed No. /2003

Transacted before me, the undersigned German notary

Dr. Rainer Kluge 
with public office in Düsseldorf

In the offices of White & Case, Feddersen, Jägerhofstraße 29, where I went on request of the participants.

This 11^th day of October 2003

there appeared before me

1. Mr. John Flynn, acting in the name and on behalf of Fairchild Textil GmbH with its business address at Kennedydamm 17, 40476 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 24077.

2. Mr. Winfried Klar, acting in the name and on behalf

a) of Helmet House GmbH with its business address at Reisholzer Werftstraße 19, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 25633.

b) of BMJ Motorsport Vertriebsgesellschaft mbH with its business address at Reisholzer Werftstraße 76, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 24335.

3. Dr. Peter Mrosik, acting together with Mr. Winfried Klar in the name and on behalf of EUROBIKE Aktiengesellschaft with its registered office at Reisholzer Werftstraße 76, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 30767, acting with the agreement of the also appeared Dr. Biner Bähr, Jägerhofstraße 29, 40479 Düsseldorf, in his capacity as interim insolvency administrator over the assets of EUROBIKE Aktiengesellschaft.

The persons appeared identified themselves by passports. The persons appeared asked for a notarisation in the English language for which the acting notary is sufficiently qualified.

The persons appearing declared:

Purchase Contract

Among

1. Fairchild Textil GmbH, with its registered office c/o Lovells, Kennedydamm 17, 40476 Düsseldorf, entered in the commercial register of the Local Court of Düsseldorf under no. HR B 48584

   - hereinafter referred to as "Purchaser" -

2. HELMET HOUSE GmbH, with its registered office in Reisholzer Werftstraße 19, 40589 Düsseldorf, represented by its managing director Mr. Winfried Klar and registered in the commercial register of the Local Court of Düsseldorf under the number HR B 25633

   - hereinafter referred to as "Seller" ¯

3. BMJ, with its registered office in Reisholzer Werftstraße 19, 40589 Düsseldorf, represented by its managing director Mr.Winfried Klar and registered in the commercial register of the Local Court of Düsseldorf under the number HR B 24335
4. Eurobike AG, with its registered office in Reisholzer Werftstraße 76, 40589 Düsseldorf, represented by its directors Mr. Winfried Klar and Dr. Peter Mrosik and registered in the commercial register of the Local Court of Düsseldorf under the number HR B 30767, acting with the necessary consent of the interim insolvency administrator Dr. Biner Bähr

§ 1
Corporate Information

1.1 HELMET HOUSE GmbH is a company validly existing under the laws of Germany with a registered share capital in the nominal amount of EUR 205,028.04. The purpose of the company is the wholesale of clothing for motorcyclists, of accessories for motorbikes and of technical accessories. It is registered in the commercial register of the Local Court of Düsseldorf under the number HR B 25633.

1.2 POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH & Co. Kommanditgesellschaft (hereinafter referred to as "Polo KG") is a limited partnership validly existing under the laws of Germany with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 76, registered at the Commercial register of Düsseldorf under HRA 10751 and with a registered partnership capital (Kommanditkapital) in the nominal amount of DEM 80,000.00. Its only managing and general partner is POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH, Reisholzer Werftstraße 76, 40589 Düsseldorf. Its limited partners are Helmet House GmbH, Reisholzer Werftstraße 19, 40589 Düsseldorf, with a limited partner's interest in the nominal amount of DEM 64,000.00 and Klaus Esser with a limited partner's interest in the nominal amount of DEM 16,000.00. The purpose of the partnership is the trade in clothing for motorcyclists, technical accessories for motorbikes leisure equipment.

1.3 POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH is a company validly existing under the laws of Germany with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 76, registered at the Commercial register of Düsseldorf under HRB 24077 and with a share capital in the nominal amount of EUR 26,000.00. The Seller holds a share in POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung mbH in the nominal amount of EUR 20,800.00. The remaining share in POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH in the nominal amount of EUR 5,200.00 are held by Mr. Esser. The purpose of the company is the sale, the importation and exportation of clothing for motorcyclists, technical accessories for motorbikes and clothing for leisure and sports.

§ 2
Sale and Transfer of the Interests, Shares and Claims

2.1 The Seller hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller its entire limited partner's interests in POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH & Co. Kommanditgesellschaft (hereinafter referred to as "Polo KG") in the nominal amount of DEM 64,000.00 as described in § 1.2. 

2.2 The Seller hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller its entire shares in POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH (hereinafter referred to as "Polo GmbH") in the nominal amount of EUR 20,800.00 as described in § 1.3. 

2.3 The parties are aware of the fact that the position of the Seller as partner in the Polo KG and shareholder of Polo GmbH is disputed. In case the Seller does not own any more a partnership interest in Polo KG and/or shares in Polo GmbH the Seller hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller any compensation and redemption claim it may have against Polo KG and/or Polo GmbH.

2.4 The Seller hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller, all its claims against Polo KG which have a total book value of approximately Euro 12,260,000.00.

2.5 Eurobike AG hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller, all its claims against Polo KG which have a total book value of approximately Euro 3,700,000.00.

2.6 BMJ hereby sells and transfers to the Purchaser, who hereby purchases and accepts from Seller, all its claims against Polo KG which have a total book value of approximately Euro 1,430,000.00.

§ 3
[Intentionally Left Blank]

§ 4
Payment Date/ Transfer Date

4.1 The purchase prices as laid out in section 5 will be paid and the transfer of limited partner's interests, shares and claims be effected on the Payment Date which is the later of: (a) 14 days after the Effective Date, or (b) 7 days after the Purchaser's banks have received letters relating to the granting of security interests from the State of North Rhine Westphalia and Kreditanstalt für Wiederaufbau, but in no event later than October 31, 2003 (the Payment Date). The transfer of the limited partner's interests of the Seller as described in § 2.1 shall become effective upon the registration of the Purchaser as limited partner in the commercial register (condition precedent). The latter date herein referred to as "Transfer Date".

4.2 For income/ corporate tax purposes the parties agree to draw up a balance sheet as of the Transfer Date in accordance with the following provisions:

4.2.1 The Purchaser shall ensure, that Polo KG will prepare immediately after the Transfer Date, not later than three months after the Transfer Date a balance sheet including a profit and loss statement of Polo KG in order to determine the share in the profits of Polo KG which belongs to the Seller ("Balance Sheet"). The Seller or any third party instructed by the Seller has the right to participate in the preparation of the Balance Sheet. The Purchaser shall ensure, that the Balance Sheet is prepared in accordance with German GAAP and pursuant to the accounting and assessment/ valuation principles as applied in the previous annual accounts ("Bilanzkontinuität und Bewertungsstetigkeit"). The Purchaser shall make available the Balance Sheet to the Seller immediately after delivery.

4.2.2 If the Parties cannot agree on the Balance Sheet within four weeks time period after the Balance Sheet has been submitted to either Party, they shall unanimously appoint a public accounting firm (Wirtschaftsprüfungsgesellschaft) of international reputation ("Accounting Firm"). If the Parties cannot agree on an Accounting Firm within the above mentioned time period either Party is entitled to have the Accounting Firm be appointed by the Wirtschaftsprüferkammer Berlin. The Accounting Firm shall decide in further four weeks time period whether the Balance Sheet is in line with the Accounting Principals mentioned in § 4.2.1 and with applicable mandatory laws and in which respect it needs to be modified. The decision of the Accounting Firm, acting as expert in accordance with § 315 at seq. of the German Civil Code and not as Arbitrator, shall be binding on the Parties. The cost of the Accounting Firm will be shared equally between the Parties.

§ 5
Purchase Price

5.1 The Purchase Price to be paid to the Seller for its interest and/or claim according to § 2.1 shall be EUR 2,589,200.00 net.

5.2 The purchase price to be paid to the Seller for its share and/or claim according to § 2.2 shall be EUR 20,800.00 net.

5.3 The purchase price to be paid to the Seller for the claims according to § 2.4 shall be EUR 12,260,000.00 net.

5.4 The purchase price to be paid to Eurobike AG for its claims according to § 2.5 shall be EUR 3,700,000.00 net.

5.5 The purchase price to be paid to BMJ for its claims according to § 2.6 shall be EUR 1,430,000.00 net.

5.6 Interest at a rate of 8 % p.a. shall be payable on the purchase prices as of the Payment Date.

5.7 The Purchaser undertakes to remit the purchase price to the following bank account:

    Stadtsparkasse Düsseldorf
    Bank Code: 300 501 10
    Account No.: 3704 3205
    Account Holder: RA Dr. Bähr wg. Eurobike AG.

5.8 This payment fulfils the Purchaser's payment obligations.

§ 6
Conditions Precedent

6.1 This Purchase Contract is subject to the condition precedents of:

6.1.1 An agreement among the Purchaser and Mr. Klaus Esser to be signed within 7 days of signing of this Purchase Contract for the acquisition of the partner's interests of Mr. Esser in Polo KG and the shares of Mr. Esser in Polo GmbH by Purchaser;

6.1.2 Written Approval of the transactions contemplated by a Purchase Agreement among Fairchild Textil GmbH and EUROBIKE Aktiengesellschaft as well as subsidiaries of EUROBIKE Aktiengesellschaft dated 11 October 2003 by the (Interim) Creditors' Committee (vorläufiger Gläubigeraussschuß) of Hein Gericke-Holding GmbH, Hein Gericke Vertriebs GmbH and Paul A. Boy GmbH;

6.1.3 Written Approval of the transactions contemplated by this Purchase Contract by the banking pool holding security interests in the interests and shares of the Seller.

6.2 The obligations to transfer contained in § 2.1 through § 2.6 shall be conditional upon the payment of the respective purchase prices.

6.3 The acting notary is instructed to determine the occurrence of the conditions precedent with effect for and against everybody as soon as the Purchaser confirms the occurrence of the conditions as defined under § 6.1.1 through § 6.1.3 in writing and the Seller confirms the occurrence of the condition as defined under § 6.2 in writing.

§ 7
Liability for Defects

7.1 The Purchaser had opportunity to inform itself about the condition and quality of the business of Polo KG and Polo GmbH, but the Seller states that to the extent that it provided access to information and documentation, such information and documentation were true and correct.

7.2 The Seller guarantees by way of an independent contractual obligation that it has, with the exception of bank pledges known to the Purchaser clean title to the interests, shares and claims, and that the interests, shares and claims to be transferred are free from rights of third parties with the exception of the aforesaid bank pledges. The Seller undertakes to discharge these pledges with the proceeds of the purchase price as defined in § 5.

7.3 The Seller's obligation under this clause shall be limited to the extent that the aggregate amount of claims of the Purchaser under this § 7 exceeds the amount of EUR 25,000.00 and shall be limited to the amount of the total Purchase Price.

7.4  The Seller and the Purchaser will not assume liability for damages caused by a violation of duties. This shall not apply to damages resulting from violations of life, body or health which are caused by a violation by negligence of the Seller's or Purchaser's duties, to other damages caused by a violation by gross negligence of the Seller's or Purchaser's duties or any other damages caused by a violation by intent of the Seller's or Purchaser's duties.

7.5 Any claim under this § 7 shall be time-barred on March 31, 2005.

7.6 Any personal liability of Dr. Biner Bähr for whatever reason is excluded.

7.7 The before mentioned provisions contain an exhaustive regulation of the parties' liability vis-à-vis each other. All other legal claims under German law for rescission, impairment or damages for any reason, including but not limited to delay or default, any other violation of this Purchase Contract (positive Vertragsverletzung) or culpa in contrahendo (default at the conclusion of a contract) to the extent permitted by statutory law shall be excluded. Any claims based on a frustration of this Purchase Contract (Wegfall der Geschäftsgrundlage) or based on any other legal reasons shall also be excluded.

§ 8
Right to Transfer the Purchase Contract

Other than as expressly agreed in this Purchase Contract, this Purchase Contract and any rights and obligations thereunder may not be assigned and transferred in whole or in part without the written consent of the other Parties.

§ 9
Confidentiality and Press Releases

9.1 The Seller, and the Purchaser, only until full payment of the purchase price, agree to keep strictly confidential the information obtained by them in connection with the negotiation and conclusion of this Purchase Contract with respect to the respective other Party and its subsidiaries and affiliates. Without limiting the generality of the foregoing, such obligation shall extend to any proprietary information (provided this is not otherwise part of the public domain) relating to the Parties and their subsidiaries and affiliates and their respective businesses, such proprietary information to include all know-how, trade secrets, formulas, bills of materials, names of customers or suppliers, contracts and arrangements with customers or suppliers, joint ventures or third parties, pricing policies, operational methods, marketing plans or strategies or product development techniques, or plans. The Seller shall keep strictly confidential all confidential information on any of the business f Polo KG and Polo GmbH. The Seller and the Purchaser shall treat as confidential the contents of this Purchase Contract.

9.2 The Parties shall be permitted to disclose information of the nature referred to in § 9.1 above to their respective professional advisers and as may be required by any court order or otherwise by any applicable law, or in order to defend or enforce claims directed against or asserted by the disclosing party.

9.3 Other than required by law, neither Party shall make or permit to be made any press release or similar public announcement with respect to any transaction contemplated by this Purchase Contract without the prior consent of the respective other Party which is not to be unreasonably withheld.

§ 10
Place of Performance and Jurisdiction/ Governing Law

10.1 Düsseldorf shall be the place of performance and jurisdiction for any obligations or disputes arising under this Purchase Contract.

10.2 This Agreement is governed exclusively by and construed in accordance with German law under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

§ 11
Severability

11.1 Should any provision of this Agreement be held wholly or in part invalid or unenforceable, or if this Agreement should contain a gap, the validity and enforceability of the other parts shall not be affected thereby. The parties agree that the Purchase Contract would have been entered into even without the part which would be invalid for such formal reason and that it is against good faith to invoke the invalidity of such invalid part against the other party. The invalid or unenforceable provision shall be deemed replaced by such valid and enforceable provision which corresponds best to the economic interests of the Parties originally pursued by the invalid or unenforceable provision.

11.2 The above § 11.1 shall apply mutatis mutandis in case of an incomplete provision.

§ 12
Further Assurances

Each of the Parties will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Purchase Contract.

§ 13
Entire Agreement

Any amendments of or supplements to this Purchase Contract must be in writing unless any other form is imperatively required by law. This shall also apply to the above written form requirement itself.

§ 14
Costs

Except as expressly otherwise stated in this Purchase Contract each of the Parties shall bear its own costs incurred, or to be incurred by it in the future, in connection with this Purchase Contract and its performance. The fees of the notarization and any registration in connection with the conclusion of this Purchase Contract as well as any transfer taxes (e.g. Real Estate Transfer Tax, Value Added Tax) or duties (e.g. stamp duties) in connection with the conclusion of this Purchase Contract shall be borne by the Purchaser as well as any reasonable costs for acts and things to be undertaken by either the Purchaser and/or the Sellers accor ding to § 12 (with the exception of the Seller's own costs and those of its advisors or representatives).

This notarial deed have been read out aloud in the presence of the Notary to the persons appeared and was confirmed and approved by the persons appeared and then signed by the persons appeared and the notary.

EX-2

EXHIBIT 2.5 (1 of 3)

GUARANTEE

dated November 1, 2003, and

issued by

The Fairchild Corporation,

45025 Aviation Drive, Suite 400, Dulles, Virginia 20166-7516, USA,

- hereinafter referred to as "Guarantor" -

for the benefit of

BMJ Motorsport Vertriebsgesellschaft mbH with its business address at Reisholzer Werftstraße 76, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 24335

- hereinafter referred to as "BMJ" -

(hereinafter referred to as the "Guarantee")

RECITALS

(A) WHEREAS Fairchild Textil GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Purchaser") is a subsidiary of Guarantor.

(B) WHEREAS, a notarized purchase agreement relating to the interests, shares and claims as set out therein has been concluded before notary Dr. Rainer Kluge with offices at Düsseldorf, Germany, on October 11, 2003 (hereinafter referred to as "Polo Purchase Agreement") by and between Purchaser, Helmet House GmbH, a limited liability company organized under the laws of Germany, BMJ Motorsport Vertriebsgesellschaft mbH, a limited liability company organized under the laws of Germany, BMJ and Eurobike Aktiengesellschaft, a public limited company organized under the laws of Germany (Notarial Deed No.___1428 /2003).

(C) WHEREAS, a notarized amendment agreement to the Polo Purchase Agreement has been concluded on November 1, 2003, before notary Dr. Wenz with offices at Düsseldorf (the "Amendment Agreement").

(D) WHEREAS, in order to secure the payment obligations of Purchaser under the Polo Purchase Agreement in the Form of the Amendment Agreement, Guarantor delivers to Dr. Biner Bähr, c/o White & Case Insolvenz GbR, Jägerhofstr. 29, 40479 Düsseldorf, for the benefit of BMJ, on the terms and conditions set out hereinafter, a first demand guarantee (in German: Garantie auf erstes Anfordern).

NOW, THEREFORE, Guarantor hereby issues to Dr. Biner Bähr for the benefit of BMJ an unconditional and irrevocable

GUARANTEE

on the following terms:

(A) Guarantor hereby irrevocably and unconditionally undertakes to pay to BMJ without raising any objection or defence any amount up to a maximum amount of

EUR 1,430,000.00 (EURO one million four hundred thirty thousand)

(including interest, costs, expenses) upon receipt of Dr. Biner Bähr's first written demand (hereinafter the "Payment Demand"). The Payment Demand must be accompanied with a written statement of Dr. Biner Bähr confirming that

 -  the Purchaser has not or not entirely discharged its due payment obligations towards BMJ under the Polo Share Purchase Agreement in the Form of the Amendment Agreement (hereinafter the "Due Payments Obligations") and

 -  the amount requested under the Payment Demand is not in excess of the Due Payments Obligations.

(B) The amount(s) demanded under this Guarantee shall be paid within 5 Business Days (provided that, for the purposes of this Guarantee, "Business Day" shall mean a day (other than a Saturday, a Sunday, or a public holiday) on which banks are open to conduct their general business in Düsseldorf, Germany) as from the receipt of the Payment Demand to the following bank account:

Stadtsparkasse Düsseldorf

Bank Code: 300 501 10

Account No.: 3704 3205

Account Holder: RA Dr. Bähr wg. Eurobike AG.

(C) Only one Payment Demand is allowed under this Guarantee. The aggregate maximum amount of the Payments Demands may not exceed EUR 1,430,000.00 (EURO one million four hundred thirty thousand).

(D) All payments by the Guarantor under this Guarantee shall be made without any deduction and free of and without deduction for or on account of any taxes, except to the extent that the Guarantor is required by law to make payment subject to deduction of any taxes.

In the event that the Guarantor is obliged by law to deduct or retain taxes on payments due under this Guarantee, the Guarantor shall pay any such taxes by their due date to the appropriate authority.

(E) The right to make Payment Demands under this Guarantee terminates without any further notice on May 7, 2004, (hereinafter the "Termination Date"), and any Payment Demand hereunder must be received by Guarantor no later than 5 p.m., Virginia time, on the Termination Date.

(F) Promptly upon the Termination Date, Dr. Biner Bähr shall return the single original of this Guarantee to Guarantor, if no Payment Demands have been made under this Guarantee or any and all amounts requested by Dr. Biner Bähr for the benefit of BMJ under this Guarantee have been paid by Guarantor to BMJ on the bank account set out above.

(G) Guarantor represents and warrants that:

• Guarantor has full power and authority to own its property and other assets, carry on its business as now conducted, enter into this Guarantee and perform its obligations and undertakings hereunder;
• the creation of this Guarantee and the performance and observance of the obligations hereunder does not and will not:
  • contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which Guarantor is subject;
  • conflict with or result in any breach of any of the terms of or constitute a default under any agreement or other instrument to which Guarantor is a party or is subject or by which or any of its assets are bound;
  • contravene or conflict with any provision of Guarantor's constitutional documents; or
  • result in the creation or imposition of or oblige it to create any charge or other encumbrance over any of its or its subsidiaries' assets, rights or revenue;
• Guarantor is at the date hereof solvent and will not be rendered insolvent by the giving of this Guarantee; and
• there is no action, suit, investigation or proceeding pending or, to the knowlege and belief of Guarantor, threatened against or affecting Guarantor or its assets, before any court, arbitrator or governmental body, which might reasonably be expected to result in any material adverse change in the business, condition or operations of Guarantor.

(H) Any notice under this Guarantee shall be made to:

     - if to Guarantor:

       The Fairchild Corporation,

       45025 Aviation Drive, Suite 400,

       Dulles, Virginia 20166-7516, USA,

       Attention: Mr. John L. Flynn

       Fax: (+ 1) 703/478-5832

     - if to BMJ:

       BMJ Motorsport Vertriebsgesellschaft mbH

       Attention: Mr. Winfried Klar

       Reisholzer Werftstraße 76

       40589 Düsseldorf

       with copy to:

       White & Case Insolvenz GbR,

       Jägerhofstr. 29,

       40479 Düsseldorf, Germany,

       Attention: Dr. Biner Bähr, attorney-at-law

       Fax.: (+49-211)-54 06 80 - 199

(I) Each of the provisions of this Guarantee shall be severable and distinct from one another and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(K) Any changes or amendments to this Guarantee must be made in writing and may be made only with the written consent of BMJ and Dr. Biner Bähr.

(K) This Guarantee shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Place of jurisdiction for any disputes arising out of or in connection with this Guarantee shall be Düsseldorf, Germany.

Guarantor

______________________

Name:

Title:

EX-2

EXHIBIT 2.5 (2 of 3)

GUARANTEE

dated November 1, 2003, and

issued by

The Fairchild Corporation,

45025 Aviation Drive, Suite 400, Dulles, Virginia 20166-7516, USA,

- hereinafter referred to as "Guarantor" -

for the benefit of

EUROBIKE Aktiengesellschaft, with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 76, registered in the commercial register of the Local Court of Düsseldorf under HRB 30767,

- hereinafter referred to as "Seller 1" -

 acting with the necessary consent of

 Dr. Biner Bähr, attorney-at-law, 
not acting on his own behalf, 
but acting exclusively in his capacity as

 interim insolvency administrator,

(hereinafter referred to as the "Guarantee")

RECITALS

(A) WHEREAS Fairchild Textil GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Purchaser") is a subsidiary of Guarantor.

(B) WHEREAS, a notarized purchase agreement relating to the interests, shares and claims as set out therein has been concluded before notary Dr. Rainer Kluge with offices at Düsseldorf, Germany, on October 11, 2003 (hereinafter referred to as "Polo Purchase Agreement") by and between Purchaser, Helmet House, BMJ Motorsport Vertriebsgesellschaft mbH, a limited liability company organized under the laws of Germany, and Seller 1 (Notarial Deed No.___1428 /2003).

(C) WHEREAS, a notarized amendment agreement to the Polo Purchase Agreement has been concluded on November 1, 2003, before notary Dr. Wenz with offices at Düsseldorf (the "Amendment Agreement").

(D) WHEREAS, in order to secure the payment obligations of Purchaser under the Polo Purchase Agreement in the Form of the Amendment Agreement. Guarantor delivers to Dr. Biner Bähr, c/o White & Case Insolvenz GbR, Jägerhofstr. 29, 40479 Düsseldorf, for the benefit of Seller 1, on the terms and conditions set out hereinafter, a first demand guarantee (in German: Garantie auf erstes Anfordern).

NOW, THEREFORE, Guarantor hereby issues to Dr. Biner Bähr for the benefit of Seller 1 an unconditional and irrevocable

GUARANTEE

on the following terms:

(A) Guarantor hereby irrevocably and unconditionally undertakes to pay to Seller 1 without raising any objection or defence any amount up to a maximum amount of

EUR 3,700,000.00 (EURO three million seven hundred thousand)

(including interest, costs, expenses) upon receipt of Dr. Biner Bähr's first written demand (hereinafter the "Payment Demand"). The Payment Demand must be accompanied with a written statement of Dr. Biner Bähr confirming that

• the Purchaser has not or not entirely discharged its due payment obligations towards Seller 1 under the Polo Share Purchase Agreement in the Form of the Amendment Agreement (hereinafter the "Due Payments Obligations") and
• the amount requested under the Payment Demand is not in excess of the Due Payments Obligations.

(B) The amount(s) demanded under this Guarantee shall be paid within 5 Business Days (provided that, for the purposes of this Guarantee, "Business Day" shall mean a day (other than a Saturday, a Sunday, or a public holiday) on which banks are open to conduct their general business in Düsseldorf, Germany) as from the receipt of the Payment Demand to the following bank account:

          Stadtsparkasse Düsseldorf 

          Bank Code: 300 501 10 

          Account No.: 3704 3205 

          Account Holder: RA Dr. Bähr wg. Eurobike AG.

(C) Only one Payment Demand is allowed under this Guarantee. The aggregate maximum amount of the Payment Demand may not exceed EUR 3,700,000.00 (EURO three million seven hundred thousand).

(D) All payments by the Guarantor under this Guarantee shall be made without any deduction and free of and without deduction for or on account of any taxes, except to the extent that the Guarantor is required by law to make payment subject to deduction of any taxes.

In the event that the Guarantor is obliged by law to deduct or retain taxes on payments due under this Guarantee, the Guarantor shall / pay any such taxes by their due date to the appropriate authority.

(E) The right to make Payment Demands under this Guarantee terminates without any further notice on May 7, 2004, (hereinafter the "Termination Date"), and any Payment Demand hereunder must be received by Guarantor no later than 5 p.m., Virginia time, on the Termination Date.

(F) Promptly upon the Termination Date, Dr. Biner Bähr shall return the single original of this Guarantee to Guarantor, if no Paymend Demands have been made under this Guarantee or any and all amounts requested by Dr. Biner Bähr for the benefit of Seller 1 under this Guarantee have been paid by Guarantor to Seller 1 on the bank account set out above.

(G) Guarantor represents and warrants that:

• Guarantor has full power and authority to own its property and other assets, carry on its business as now conducted, enter into this Guarantee and perform its obligations and undertakings hereunder;
• the creation of this Guarantee and the performance and observance of the obligations hereunder does not and will not:
  • contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which Guarantor is subject;
  • conflict with or result in any breach of any of the terms of or constitute a default under any agreement or other instrument to which Guarantor is a party or is subject or by which or any of its assets are bound;
  • contravene or conflict with any provision of Guarantor's constitutional documents; or
  • result in the creation or imposition of or oblige it to create any charge or other encumbrance over any of its or its subsidiaries' assets, rights or revenue;
• Guarantor is at the date hereof solvent and will not be rendered insolvent by the giving of this Guarantee; and
• there is no action, suit, investigation or proceeding pending or, to the knowlege and belief of Guarantor, threatened against or affecting Guarantor or its assets, before any court, arbitrator or governmental body, which might reasonably be expected to result in any material adverse change in the business, condition or operations of Guarantor.

(H) Any notice under this Guarantee shall be made to:

     - if to Guarantor:

       The Fairchild Corporation,

       45025 Aviation Drive, Suite 400,

       Dulles, Virginia 20166-7516, USA,

       Attention: Mr. John L. Flynn

       Fax: (+ 1) 703/478-5832

     - if to Seller 1:

       White & Case Insolvenz GbR,

       Jägerhofstr. 29,

       40479 Düsseldorf, Germany,

       Attention: Dr. Biner Bähr, attorney-at-law

       Fax.: (+49-211)-54 06 80 - 199

(I) Each of the provisions of this Guarantee shall be severable and distinct from one another and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(K) Any changes or amendments to this Guarantee must be made in writing and may be made only with the written consent of Seller 1 and Dr. Biner Bähr.

(K) This Guarantee shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Place of jurisdiction for any disputes arising out of or in connection with this Guarantee shall be Düsseldorf, Germany.

Guarantor

______________________

Name:

Title:

EX-2

EXHIBIT 2.5 (3 of 3)

GUARANTEE

dated November 1, 2003, and

issued by

The Fairchild Corporation,

45025 Aviation Drive, Suite 400, Dulles, Virginia 20166-7516, USA,

- hereinafter referred to as "Guarantor" -

for the benefit of

HELMET HOUSE GmbH, with its registered office in Reisholzer Werftstraße 19, 40589 Düsseldorf, registered in the commercial register of the Local Court of Düsseldorf under the number HR B 25633

- hereinafter referred to as "Helmet House" -

(hereinafter referred to as the "Guarantee")

RECITALS

(A) WHEREAS Fairchild Textil GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Purchaser") is a subsidiary of Guarantor.

(B) WHEREAS, a notarized purchase agreement relating to the interests, shares and claims as set out therein has been concluded before notary Dr. Rainer Kluge with offices at Düsseldorf, Germany, on October 11, 2003 (hereinafter referred to as "Polo Purchase Agreement") by and between Purchaser, Helmet House, BMJ Motorsport Vertriebsgesellschaft mbH, a limited liability company organized under the laws of Germany and Seller 1 (Notarial Deed No.___1428 /2003).

(C) WHEREAS, a notarized amendment agreement to the Polo Purchase Agreement has been concluded on November 1, 2003, before notary Dr. Wenz with offices at Düsseldorf (the "Amendment Agreement").

(D) WHEREAS, in order to secure the payment obligations of Purchaser under the Polo Purchase Agreement in the Form of the Amendment Agreement, Guarantor delivers to Dr. Biner Bähr, c/o White & Case Insolvenz GbR, Jägerhofstr. 29, 40479 Düsseldorf, for the benefit of Helmet House, on the terms and conditions set out hereinafter, a first demand guarantee (in German: Garantie auf erstes Anfordern).

NOW, THEREFORE, Guarantor hereby issues to Dr. Biner Bähr for the benefit of Helmet House an unconditional and irrevocable

GUARANTEE

on the following terms:

(A) Guarantor hereby irrevocably and unconditionally undertakes to pay to Helmet House without raising any objection or defence any amount up to a maximum amount of

EUR 14,870,000.00 (EURO fourteen million eight hundred seventy thousand)

(including interest, costs, expenses) upon receipt of Dr. Biner Bähr's first written demand (hereinafter the "Payment Demand". The Payment Demand must be accompanied with a written statement of Dr. Biner Bähr confirming that

• the Purchaser has not or not entirely discharged its due payment obligations towards Helmet House under the Polo Share Purchase Agreement in the Form of the Amendment Agreement (hereinafter the "Due Payments Obligations") and
• the amount requested under the Payment Demand is not in excess of the Due Payments Obligations.

(B) The amount(s) demanded under this Guarantee shall be paid within 5 Business Days (provided that, for the purposes of this Guarantee, "Business Day" shall mean a day (other than a Saturday, a Sunday, or a public holiday) on which banks are open to conduct their general business in Düsseldorf, Germany) as from the receipt of the respective Payment Demand to the following bank account:

Stadtsparkasse Düsseldorf

Bank Code: 300 501 10

Account No.: 3704 3205

Account Holder: RA Dr. Bähr wg. Eurobike AG.

(C) Only one Payment Demand is allowed under this Guarantee. The aggregate maximum amount of the Payment Demand may not exceed EUR 14,870,000.00 (EURO fourteen million eight hundred seventy thousand).

(D) All payments by the Guarantor under this Guarantee shall be made without any deduction and free of and without deduction for or on account of any taxes, except to the extent that the Guarantor is required by law to make payment subject to deduction of any taxes.

In the event that the Guarantor is obliged by law to deduct or retain taxes on payments due under this Guarantee, the Guarantor shall pay any such taxes by their due date to the appropriate authority.

(E) The right to make Payment Demands under this Guarantee terminates without any further notice on May 7, 2004, (hereinafter the "Termination Date"), and any Payment Demand hereunder must be received by Guarantor no later than 5 p.m., Virginia time, on the Termination Date.

(F) Promptly upon the Termination Date, Dr. Biner Bähr shall return the single original of this Guarantee to Guarantor, if no Paymend Demands have been made under this Guarantee or any and all amounts requested by Dr. Biner Bähr for the benefit of Helmet House under this Guarantee have been paid by Guarantor to Helmet House on the bank account set out above.

(G) Guarantor represents and warrants that:

• Guarantor has full power and authority to own its property and other assets, carry on its business as now conducted, enter into this Guarantee and perform its obligations and undertakings hereunder;
• the creation of this Guarantee and the performance and observance of the obligations hereunder does not and will not:
  • contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which Guarantor is subject;
  • conflict with or result in any breach of any of the terms of or constitute a default under any agreement or other instrument to which Guarantor is a party or is subject or by which or any of its assets are bound;
  • contravene or conflict with any provision of Guarantor's constitutional documents; or
  • result in the creation or imposition of or oblige it to create any charge or other encumbrance over any of its or its subsidiaries' assets, rights or revenue;
• Guarantor is at the date hereof solvent and will not be rendered insolvent by the giving of this Guarantee; and
• there is no action, suit, investigation or proceeding pending or, to the knowlege and belief of Guarantor, threatened against or affecting Guarantor or its assets, before any court, arbitrator or governmental body, which might reasonably be expected to result in any material adverse change in the business, condition or operations of Guarantor.

(H) Any notice under this Guarantee shall be made to:

     - if to Guarantor:

       The Fairchild Corporation,

       45025 Aviation Drive, Suite 400,

       Dulles, Virginia 20166-7516, USA,

       Attention: Mr. John L. Flynn

       Fax: (+ 1) 703/478-5832

     - if to Helmet House:

       Helmet House GmbH

       Attention: Mr. Winfried Klar

       Reisholzer Werftstraße 76

       40589 Düsseldorf

       with copy to:

       White & Case Insolvenz GbR,

       Jägerhofstr. 29,

       40479 Düsseldorf, Germany,

       Attention: Dr. Biner Bähr, attorney-at-law

       Fax.: (+49-211)-54 06 80 - 199

(I) Each of the provisions of this Guarantee shall be severable and distinct from one another and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(K) Any changes or amendments to this Guarantee must be made in writing and may be made only with the written consent of Helmet House and Dr. Biner Bähr.

(K) This Guarantee shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Place of jurisdiction for any disputes arising out of or in connection with this Guarantee shall be Düsseldorf, Germany.

Guarantor

______________________

Name:

Title:

EX-99.1

Exhibit 99.1

Service Agreement

between

Fairchild Textil GmbH (the "Company")

and

Mr. Klaus Esser

residing at Gerkerath 82, 41179 Mönchengladbach

§ 1
Position

Mr. Esser's responsibility is to be determined by the shareholders' meeting of the Company, from time to time.

Mr. Esser shall devote his efforts and all of his professional knowledge and experience to the Company, exclusively.

§ 2
Duration

This Agreement commences on 2 January 2004 and is made for a fixed term of 2 years. The Agreement is automatically renewed for an indefinite period of time, unless terminated by either party with six months' notice for the end of the fixed term, and may thereafter be terminated with one year's notice for the end of a calendar quarter.

The Company shall be entitled to release Mr. Esser from any further activities for the Company upon maintaining full payment of his remuneration for the duration of this Agreement.

The Company's right to give extraordinary notice for cause remains unaffected.

§3
Remuneration

Mr. Esser shall receive an annual gross salary of EUR 200,000 (the "Fixed Salary") to be paid in twelve equal instalments at the end of each month. In case a contract year is shorter than the calendar year, the Fixed Salary shall be paid pro rata temporis. The Fixed Salary shall compensate for all overtime, if any. In addition, the Company shall contribute an amount to the health and to the pension insurance of Mr. Esser equal to the statutory employer's share based on the contribution ceiling.

Mr. Esser shall further receive a bonus amounting to EUR 460,000 per year. The bonus shall be payable in twelve equal instalments at the end of each month

§ 4
Holiday

Mr. Esser is entitled to an annual holiday of 30 working days which is based on a work week from Monday to Friday.

§ 5
Company Car

The Company will provide Mr. Esser with a company car (Audi A8 or similar). The company car may also be used privately. Mr. Esser shall bear the salary tax for such private use.

§ 6
Confidentiality

During the period of employment with the Company and at any time thereafter, Mr. Esser shall keep strictly secret all confidential information concerning the Company and will not utilise such information for his own or for the benefit of others.

§ 7
Return of Documents and other Records

Upon termination of the employment with the Company or upon any discharge from his obligation to render services to the Company Mr. Esser shall promptly return to the Company (i) all files, documents, correspondence and records, drafts and the like concerning the business of the Company and its affiliates which are in his possession or which he has access to as well as (ii) any photocopies or other copies thereof, regardless of whether the same were originally furnished by the Company or not. Mr. Esser shall not be entitled to exert any right of retention with respect to such documents and other records.

§8
Amendments

Any amendments of or supplements to this Agreement - including this clause - shall only be effective if made in writing.

§ 9
Resignation

Effective on 2 January 2004 Mr. Esser agrees to terminate his employment agreement with Polo Expressversand Gesellschaft für Motorradbekleidung und Sportswear mbH at no cost.

§ 10
Insurance

The Company agrees to include Mr. Esser in the director and officer liability insurance policy maintained for the Company by the US parent company which is The Fairchild Corporation.

§ 11
Assignment

This Agreement may be assigned by the Company to another wholly-owned German company of the Company subject to Mr. Esser's consent which may not be unreasonably withheld.

Place/Date

Fairchild Textil GmbH represented by John L. Flynn

Mr. Klaus Esser

EX-2

EXHIBIT 2.6

Notarial deed No. _________

transacted before me, the undersigned German notary

Dr. Rainer Kluge

with public office in Düsseldorf

in the offices of White & Case, Feddersen, Jägerhofstraße 29, where I went on request of the participants.

This 11 October 2003

there appeared before me

1.  Mr. Klaus Esser, born on 29 February 1952, having his residence at Gerkerath 82, 41179 Mönchengladbach ("Mr. Esser"),

 acting

 a)  in his own name and on his own behalf; and

 b)  in his capacity as managing director (Geschäftsführer) of POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH, Reisholzer Werftstraße 19, 40589 Düsseldorf, registered in the commercial register of the local court Düsseldorf under HRB 24077 ("Polo GmbH");

2.  Mr. John L. Flynn, born on 31 March 1946, acting in his capacity as managing director (Geschäftsführer) in the name and on behalf of Fairchild Textil GmbH, with its business address at Kennedydamm 17, 40476 Düsseldorf, registered in the commercial register of the local court in Düsseldorf under HRB 48584 ("FT GmbH") and

The person to 1. is personally known to me, the person to 2. identified himself by passport. The person asked for a notarisation in the English language for which the acting notary is sufficiently qualified. The persons appearing declared:

1.  POLO EXPRESSVERSAND Gesellschaft für Motorradbekleidung und Sportswear mbH & Co. Kommanditgesellschaft is a limited partnership validly existing under the laws of Germany with its registered office in 40589 Düsseldorf, Reisholzer Werftstraße 76, registered at the commercial register of the local court of Düsseldorf under HRA 10751 and with a registered partnership capital (Kommanditkapital) in the nominal amount of DM 80,000.00 ("Polo KG"). Its only managing and general partner is Polo GmbH.

2.  Mr. Esser is a limited partner in Polo KG and a shareholder in Polo GmbH as follows:

 a)  In Polo KG with a registered capital contribution amounting to DM 16,000.00. Mr. Esser and Polo GmbH are of the opinion that Helmet House GmbH which is registered in the commercial register of the local court of Düsseldorf as limited partner of Polo KG with a capital contribution amounting to DM 64,000.00 ("HH Polo KG Participation") has withdrawn from Polo KG as the pledged HH Polo KG Participation may be realized by the pledgee. However, Helmet House GmbH contests the validity of its withdrawal from Polo KG.

 b)  In Polo GmbH with a share amounting to EUR 5,200.00. Up until July 2003 Helmet House GmbH was also shareholder in Polo GmbH with a share of EUR 20,800.00 ("HH Polo GmbH Share"). As according to the opinion of Mr. Esser and of Polo GmbH Helmet House GmbH has withdrawn from Polo KG, the shareholders' meeting of Polo GmbH resolved on 17 July 2003 and, by way of precaution, again on 26 August 2003 to redeem the HH Polo GmbH Share as provided for in the articles of association. The validity of these resolutions is contested by Helmet House GmbH. On 30 September 2003 Mr. Esser deposited the compensation for redemption of the HH Polo GmbH Share in the amount of EUR 20,800.00 at the local court of Düsseldorf under deposit number 4-P21/03.

3.  FT GmbH intends to acquire parts of the business of the insolvent company Eurobike AG and its subsidiaries ("Eurobike Group") and to come to an agreement with the insolvency administrator over the assets of Eurobike AG which will not be included in this notarial deed. FT GmbH intends to conclude the agreement relating to the acquisition of parts of the business of Eurobike Group only after it has entered into this agreement.

Having said this, the parties agree as follows:

§ 1

Object of the Purchase

1.1  Mr. Esser sells to FT GmbH his share in the nominal amount of EUR 5,200.00 in Polo GmbH ("Polo GmbH Share"). FT GmbH accepts such sale. Mr. Esser assigns to FT GmbH the Polo GmbH Share with effect from 2 January 2004 subject to the condition precedent of payment of the purchase price as provided for in sec. 1.3 and delivering the bank guarantee provided in sec. 2.1 (d). FT GmbH accepts such assignment. Should Mr. Esser's participation in Polo GmbH exist in another or higher composition it shall be sold and transferred in such composition at no additional cost.

1.2  Mr. Esser sells to FT GmbH a part of his limited partnership interest in Polo KG in the amount of DM 10,000.00 ("Polo Limited Partnership Interest"). FT GmbH accepts such sale. Mr. Esser assigns to FT GmbH the Polo Limited Partnership Interest with effect from 2 January 2004 subject to the condition precedent of payment of the purchase price as provided for in sec. 1.3, delivering the bank guarantees provided in sec. 2.1 (d) and to FT GmbH being registered as limited partner in the commercial register. FT GmbH accepts such assignment. If Mr. Esser acquires or increases his interest by any additional ownership in a limited partnership interest in Polo KG in excess of DM 16,000.00, Mr. Esser agrees immediately upon request by FT GmbH to transfer such additional ownership to FT GmbH at no additional cost.

1.3  The purchase price for the Polo GmbH Share and the Polo Limited Partnership Interest amounts to EUR 15,000,000.00 (in words: fifteen million) and shall be paid to Mr. Esser on 2 January 2004 ("Payment Date") into the following account

          Sparkasse Neuss

          Bank Code: 305 500 00

          Account No.: 2608800.

1.4  Interest at a rate of 8 % p.a. shall be payable on the purchase price as of the Payment Date.

1.5  The Polo GmbH Share and the Polo Limited Partnership Interest shall be sold and assigned hereunder including all ancillary rights and claims, in particular, without limitation, all voting rights and rights for dividends and all positive balances on Mr. Esser's account maintained by Polo KG. This includes all interests of Mr. Esser in capital reserves (Kapitalrücklagen), if any, and profit reserves (Gewinnrücklagen), if any, of Polo KG and Polo GmbH.

§ 2

Put Option/Call Option

2.1  FT GmbH offers to Mr. Esser to purchase and accept the transfer of the remainder of his limited partnership interest in Polo KG with a nominal value of DM 6,000 effective 2 April 2008 for a purchase price of EUR 12,000,000.00 (in words: Euro twelve million), reduced by an amount equal to any profits distributed on such limited partnership interest since 2 January 2004 and any compensation paid to Mr. Esser under the events enumerated in sub-clause (e) below ("Put Option Price").

 a)  Mr. Esser may accept this offer not later than 2 March 2008. It is validly accepted if the declaration of acceptance is received by a German notary by 2 March 2008 together with a certified copy of this deed. Such notary is instructed to serve the declaration of acceptance on FT GmbH without delay.

 b)  Upon acceptance of the offer under sub-clause (a) above the Put Option Price is payable on 2 April 2008.

 c)  The transfer of the partnership interest to FT GmbH is subject to the condition precedent of payment of the Put Option Price and to FT GmbH being registered in the commercial register as limited partner in relation to the limited partnership interest sold and transferred under this sec 2.1.

 d)  As security for payment of the Put Option Price, FT GmbH shall provide a bank guarantee by a German "Großbank" or "Sparkasse" on 2 January 2004 in favour of Mr. Esser for an amount equal to EUR 12,000,000.00. The bank guarantee shall be payable on demand (auf erstes Anfordern) on or after 2 April 2008 merely upon presentation of the deed of acceptance dated not later than 2 March 2008 as provided for in sub-clause (a) above. In case of a reduction of the Put Option Price below EUR 12,000,000.00 FT GmbH shall be entitled to replace the bank guarantee with a similar bank guarantee as computed above under sec. 2.1.

 e)  FT GmbH agrees that any of the following does not affect Mr. Esser's put option under this sec. 2.1.

     (i)  insolvency filing by Polo KG;

     (ii)  transformation (Umwandlung) of Polo KG under the Transformation Act (Umwandlungsgesetz);

     (iii)  termination/exclusion (Ausschluß) of Mr. Esser from Polo KG;

     (iv)   termination (Kündigung) or dissolution (Auflösung) of Polo KG;

     (v)  any other event which impairs the existence or the value of Mr. Esser's limited partnership interest subject to the put option.

2.2  Mr. Esser offers to FT GmbH to sell and transfer the remainder of his partnership interest in Polo KG with a nominal value of DM 6,000 effective between 1 March 2007 and 2 October 2008 for a purchase price of EUR 12,300,000.00 (in words: twelve million three-hundred thousand), reduced by an amount equal to any profits distributed on such limited partnership interest since 2 January 2004 ("Call Option Price").

 a)  FT GmbH may accept this offer from 1 March 2007 and no later than 2 September 2008. It is validly accepted if the declaration of acceptance is received by a German notary between 1 March 2007 and 2 September 2008 together with a certified copy of this deed. Such notary is instructed to serve the declaration of acceptance on Mr. Esser without delay.

 b)  The Call Option Price is payable 30 days after acceptance of the offer under sub-clause (a) above.

 c)  The transfer of the limited partnership interest to FT GmbH is subject to the condition precedent of payment of the Call Option Price and to FT GmbH being registered in the commercial register as limited partner in relation to the limited partnership interest sold and transferred under this sec 2.2.

2.3  Mr. Esser agrees not to encumber and not to transfer his limited partnership interest in Polo KG with a nominal value of DM 6,000.00 and to transfer said interest in Polo KG free and clear of all encumbrances.

2.4  The limited partnership interest sold and assigned under this sec. 2 shall include all ancillary rights and claims, in particular, without limitation, all voting rights and rights for dividends and all positive balances on Mr. Esser's account maintained by Polo KG. This includes all interests of Mr. Esser in capital reserves (Kapitalrücklagen), if any, and profit reserves (Gewinnrücklagen), if any, of Polo KG.

§ 3

Liability for legal defects

3.1  Mr. Esser guarantees by way of an independent contractual guarantee that all shares and limited partnership interests sold and transferred hereunder and the rights and claims connected therewith are free from encumbrances and rights of third parties and transferable to FT GmbH, provided, however, that Mr. Esser does not guarantee that the consent of Helmet House GmbH is not required.

3.2  Mr. Esser shall indemnify FT GmbH against all claims, liabilities and damage arising in case that contributions (Einlagen) owed in relation to Polo KG and/or Polo GmbH on the shares/limited partnership interests transferred hereunder have not been fully paid (or have been repaid) or may be deemed vis-à-vis creditors of Polo KG and/or Polo GmbH not to have been paid.

§ 4

Covenants

4.1  Between signing of this contract and the Payment Date, Mr. Esser agrees to obtain the prior consent of FT GmbH in connection with any of the following:

 a)  commitments for inventory in excess of EUR 3,000,000.00 per month;

 b)  commitments for capital expenditures in excess of EUR 600,000.00;

 c)  incurring bank debt in excess of EUR 1,000,000.00;

 d)  hiring of any employee with an annual salary in excess of EUR 70,000.00;

 e)  payment of any bonus to employees in excess of amounts accrued on the 30 September 2003 balance sheet;

 f)  adoption of any new benefit plans for employees with an annual cost in excess of EUR 200,000.00;

 g)  purchase of any new product lines from third parties in excess of EUR 200,000.00;

 h)  commitments providing for lease installments exceeding EUR 350,000.00 in the aggregate per year;

 i)  appointment of auditors.

4.2  Mr. Esser agrees that the balance sheet of Polo KG ended 30 September 2003 will be prepared in accordance with the principle of material and formal balance sheet continuity (materielle und formelle Bilanzkontinuität) and will give a true and fair view of the asset, financial and earning situations (Vermögens-, Ertrags- und Finanzlage) of Polo KG as of 30 September 2003.

.

§ 5

Representations and warranties

5.1  Mr. Esser guarantees by way of an independent contractual guarantee within the meaning of section 311 of the German Civil Code that:

 (a)   all information attached hereto as Exhibit 5.1 (a) - (h) is substantially complete and correct; Exhibit 5.1 (a) is a list of shops by location; 5.1 (b) is a list of fixed assets as of 30 September 2003; Exhibit 5.1 (c) is a list of accounts receivables as of 30 September 2003; Exhibit 5.1 (d) is a list of employees as of 30 September 2003; Exhibit 5.1 (e) is a list of the inventory as of 30 September 2003; Exhibit 5.1 (f) is a list of the leases, sub-leases and intellectual property. The above information does not include the usual year-end adjustments.

 (b)   Polo KG has, with the exception of retention of title and security transfers of inventory or receivables and bank pledges, all in the ordinary course of business, clean title to all assets and that the assets are free from rights of third parties;

 (c)  Polo KG's (i) fixed assets are in fair condition, subject to normal wear and tear, (ii) inventory is in fair marketable condition, as reflected in the balance sheet as of 31 August 2003 without the usual year end adjustments attached as Exhibit 5.1 (g) ("Monatsabschluss") (iii) software functions without interruptions or other deficiencies, provided, however, that FT GmbH is aware that Polo KG is currently introducing a new software system and Mr. Esser does not guarantee the operation of the new software system (iv) trade and service marks and other intellectual property have not been challenged by any third party;

 (d)  there is no dispute pending or threatened which, if adversely determined, would materially adversely affect the business of Polo KG;

 (e)   except for liabilities incurred after 31 August 2003 in the ordinary course of the business, no material liabilities as recordable for HGB (Handelsgesetzbuch, German Commercial Code) accounting purposes exist other than those reflected in the Monatsabschluss, provided, however, that the Monatsabschluss does not contain (i) the liability to Helmet House GmbH for compensation for withdrawal (Abfindungsverbindlichkeit) from Polo KG, and (ii) liabilities for shops rented, but not used as set out in Exhibit 5.1 (h);

 (f)  there has been no material breach of any of the agreements, to which Polo KG is a party and all agreements to which Polo KG is a party can be terminated by giving notice of no more than six months unless these agreements have been concluded in the ordinary course of business;

 (g)  all taxes and social contributions to be paid have been paid by Polo KG, all tax returns have been filed with the relevant tax authorities and there have been no deficiencies (Steuerbescheid) asserted by the tax authorities;

 (h)  the balance sheet of Polo KG ended 30 September 2002 attached as Exhibit 5.1 (i) has been prepared in accordance with the principle of material and formal balance sheet continuity (materielle und formelle Bilanzkontinuität) and gives a true and fair view of the asset, financial and earning situations (Vermögens-, Ertrags- und Finanzlage) of Polo KG as of 30 September 2002;

 (i)  since 30 September 2002 the businesses of Polo KG and Polo GmbH have been conducted in the ordinary course;

 (j)  Mr. Esser does not owe any amounts to Polo KG and Polo KG owes no amounts to Mr. Esser except his normal base salary listed in Exhibit 5.1 (d) plus an aggregate bonus amount equal to EUR 375,000.00 for the year ended 30 September 2003.

5.2  Should one or more of Mr. Esser's guarantees in this agreement be incorrect in part or in whole Mr. Esser - irrespective of any culpability of Mr. Esser with respect to the inaccuracy of the guarantee - shall within a reasonable period, however, no later than four weeks after receipt of a corresponding demand by FT GmbH, at the choice of FT GmbH either to restore the required condition (restitution in kind, Naturalrestitution) or by payment of the requisite amount to put FT GmbH in such a position it would have been in had the corresponding guarantee been correct or complete. FT GmbH may demand that payment be made directly to Polo KG.

5.3  Mr. Esser's obligations under this sec. 5 shall be subject to a basket of EUR 100.000,00 and a cap corresponding to EUR 6,500,000.00,. Except for the representation and warranties given under sec. 5.1 (g), the representations and warranties given by Mr. Esser under this sec. 5 survive until 2 January 2006.

5.4  The before mentioned provisions contain an exhaustive regulation of Mr. Esser's liability to FT GmbH under sec. 5. All other legal claims under German law for rescission, impairment or damages for any reason, including but not limited to delay or default, any other violation of this Purchase Contract (positive Vertragsverletzung) or culpa in contrahendo (default at the conclusion of a contract) to the extent permitted by statutory law shall be excluded. Any claims based on a frustration of this Purchase Contract (Wegfall der Geschäftsgrundlage) or based on any other legal reasons shall also be excluded.

5.5  The parties waived according to sec. 14 BeurkG the right to have the Exhibits 5.1 (a) - (i) read out to them. These Exhibits were present and discussed.

§ 6

Conditions Precedent

This Purchase Contract shall be subject to fulfilment of the following conditions precedent:

 (a)  signing of an agreement between FT GmbH and the insolvency administrator over the assets of Eurobike AG on the acquisition of parts of the business of the Eurobike Group by 14 October 2003; and

 (b)  written consent of Helmet House GmbH to the transfer of all limited partnership interests in Polo KG and all shares in Polo GmbH transferred hereunder and waiver by Helmet House GmbH of its pre-emptive right under the articles of association of Polo GmbH.

FT GmbH agrees to provide Mr. Esser no later than 14 October 2003 with evidence that conditions precedent (a) and (b) have been satisfied. If such evidence is not provided, this contract shall be terminated as of 16 October 2003.

The acting notary is instructed to determine the occurrence of the conditions precedent with effect for and against everybody as soon as both parties confirm the occurrence in writing.

§ 7

Consents to transfer of limited partnership interests and shares

7.1  Polo GmbH hereby consents to the transfer of all limited partnership interests transferred hereunder.

7.2  By way of precaution, in case that Helmet House GmbH should still be a limited partner of Polo KG and/or a shareholder in Polo GmbH, Mr. Esser and Polo GmbH hereby consent to the transfer by Helmet House GmbH of its limited partnership interest in Polo KG and of its shares in Polo GmbH to FT GmbH.

§ 8

Non-Competition

8.1  Mr. Esser shall ensure that neither he nor any company which he controls shall, for a period of five years after the date of this Agreement, carry on any activity, that would be in competition with any activity of Polo KG or its successors ("Polo") related to or in connection with design, manufacture, distribution and/or sale of clothing for motorcyclists, helmets and technical accessories for motorbikes and related products ("Relevant Business"), including, but not limited to soliciting, enticing away or seeking to entice away existing customers of Polo, in Germany and shall not be interested in any enterprise (or the business results of any enterprise) which competes with any activity of Polo related to or in connection with the Relevant Business in Germany.

8.2  Mr. Esser shall ensure that neither he nor any company which he controls, for a period of 7 years after the date of this Agreement, directly or indirectly offer employment to, or endeavour to entice away employees or shop partners of Polo except unilateral offers to work for Mr. Esser by such individuals without any initiative on the part of Mr. Esser.

8.3  For each case of a breach by Mr. Esser of his obligations under sec. 8.1 and/or sec. 8.2 FT GmbH shall be, without limitation, entitled to

 (i)   demand specific performance of sec. 8;

 (ii)  recover damages and costs to FT GmbH from Mr. Esser for breach of sec. 8;

 (iii)  request injunctions from appropriate court to enforce sec. 8;

 (iv)  assert any other claims or rights it may have against Mr. Esser in the event of breach of sec. 8.

§ 9
Confidentiality and Press Releases

9.1  Mr. Esser and FT GmbH agree to keep strictly confidential the information obtained by them in connection with the negotiation and conclusion of this Purchase Contract with respect to the respective other Party and its subsidiaries and affiliates. Without limiting the generality of the foregoing, such obligation shall extend to any proprietary information (provided this is not otherwise part of the public domain) relating to the Parties and their subsidiaries and affiliates and their respective businesses, such proprietary information to include all know-how, trade secrets, formulas, bills of materials, names of customers or suppliers, contracts and arrangements with customers or suppliers, joint ventures or third parties, pricing policies, operational methods, marketing plans or strategies or product development techniques, or plans. Mr. Esser and FT GmbH shall treat as confidential the contents of this very Purchase Contract.

9.2  The Parties shall be permitted to disclose information of the nature referred to in sec. 8.1 above to their respective professional advisers and as may be required by any court order or otherwise by any applicable law, or in order to defend or enforce claims directed against or asserted by the disclosing party.

9.3  Other than required by law, neither Party shall make or permit to be made any press release or similar public announcement with respect to any transaction contemplated by this Purchase Contract without the prior consent of the respective other Party which is not to be unreasonably withheld.

9.4  The confidentiality agreement between Mr. Esser and The Fairchild Corporation executed in September 2003 terminates upon this Purchase Contract becoming effective pursuant to sec. 6.

§ 10

Place of Performance and Jurisdiction/ Governing Law

10.1  Düsseldorf shall be the place of performance and jurisdiction for any obligations or disputes arising under this Purchase Contract.

10.2  This Agreement is governed exclusively by and construed in accordance with German law under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

10.3  The parties hereto undertake to produce a non-binding German language version of this Purchase Contract and the agreements listed in sec. 15 hereof.

§ 11

Severability

11.1  Should any provision of this Purchase Contract be held wholly or in part invalid or unenforceable, or if this Purchase Contract should contain a gap, the validity and enforceability of the other parts shall not be affected thereby. The invalid or unenforceable provision shall be deemed replaced by such valid and enforceable provision which corresponds best to the economic interests of the Parties originally pursued by the invalid or unenforceable provision.

11.2  The above sec. 11.1 shall apply mutatis mutandis in case of an incomplete provision.

§ 12

Further Assurances

Each of the Mr. Esser and FT GmbH will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Purchase Contract.

§ 13

Amendment of the Purchase Contract

Any amendments of or supplements to this Purchase Contract must be in writing unless any other form is imperatively required by law. This shall also apply to the above written form requirement itself.

§ 14

Costs

Except as expressly otherwise stated in this Purchase Contract, each Party shall bear its own costs incurred or to be incurred in connection with this Purchase Contract and its performance. The fees of the notarization and any registration in connection with the conclusion of this Purchase Contract in connection with the conclusion of this Purchase Contract shall be borne by FT GmbH.

§ 15

Additional Agreements

15.1  Mr. Esser and FT GmbH herewith conclude the service agreement attached as Exhibit 15.1.

15.2  Mr. Esser, Polo GmbH and FT GmbH herewith conclude the limited partnership agreement attached as Exhibit 15.2.

15.3  Mr. Esser and FT GmbH herewith conclude the agreement attached as Exhibit 15.3.

This notarial deed and Exhibits 15.1, 15.2 and 15.3 have been read out aloud in the presence of the notary public to the persons appearing and was confirmed and approved by the persons appearing and then signed by the persons appearing and the notary.

EX-2

EXHIBIT 2.4

Notarial Deed No. W  /2003

Transacted before me, the undersigned German notary

Dr. Gerrit Wenz
with public office in Düsseldorf

In the offices of White & Case, Feddersen, Jägerhofstraße 29, where I went on request of the participants.

This 1^st day of November 2003 at 3.30 a.m.

there appeared before me

1. Mr. John Flynn, acting in the name and on behalf of Fairchild Textil GmbH with its business address at Kennedydamm 17, 40476 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 48584,

2. Dr. Ilmo Pathe, Jägerhofstraße 29, 40479 Düsseldorf, acting under power of attorney in the name and on behalf

a) of Helmet House GmbH with its business address at Reisholzer Werftstraße 19, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 25633,

b) of BMJ Motorsport Vertriebsgesellschaft mbH with its business address at Reisholzer Werftstraße 76, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 24335,

3. Mr. Florian Gantenberg, Jägerhofstraße 29, 40479 Düsseldorf, acting under power of attorney in the name and on behalf of EUROBIKE Aktiengesellschaft with its registered office at Reisholzer Werftstraße 76, 40589 Düsseldorf, registered in the commercial register of the local court of Düsseldorf under HRB 30767, acting with the agreement of the also appeared

4. Dr. Biner Bähr, Jägerhofstraße 29, 40479 Düsseldorf, in his capacity as interim insolvency administrator over the assets of EUROBIKE Aktiengesellschaft,

The power of attorney for the persons appeared ad 2. and ad 3. is attached to this deed.

The persons appeared identified themselves by passports. The persons appeared asked for a notarisation in the English language for which the persons appeared and the acting notary are sufficiently qualified.

The persons appearing declared:

AMENDMENT TO THE PURCHASE CONTRACT

AMENDMENT, dated as of November 1, 2003 (hereinafter referred to as "Amendment"), to the Purchase Contract dated as of October 11, 2003 (Notarial Deed No. 1428/ 2003 of the notary Dr. Rainer Kluge with public office in Düsseldorf, hereinafter referred to as "Purchase Contract") by and between Fairchild Textil GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Purchaser"), HELMET HOUSE GmbH, a limited liability company organized under the laws of Germany (hereinafter referred to as "Seller") BMJ Motor-Sport-Vertriebsgesellschaft mbH, a limited liability company organized under the laws of Germany and EUROBIKE Aktiengesellschaft, a public limited company organized under the laws of Germany, acting with the necessary consent of Dr. Biner Bähr, attorney-at-law, not acting on his own behalf, but acting exclusively in his capacity as interim insolvency administrator.

WHEREAS, the Purchaser and the Seller, EUROBIKE AG and BMJ Motor-Sport-Vetriebsgesellschaft mbH are parties to the Purchase Contract;

WHEREAS, the Purchaser and the Sellers desire to amend the Purchase Contract, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other good and valuable consideration, the receipts and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

§ 1
Defined Terms

Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Purchase Contract.

§ 2
Effective Date

Effective Date mentioned in § 4.1 (a) of the Purchase Contract is September 30/ October 1, 2003.

§ 3
Payment Date/ Interest

3.1 The Seller agrees that the Purchaser will pay the Purchase Price upon financing by third parties which the Purchaser undertakes to use its best efforts to obtain, but in no event later than April 30, 2004, the Payment Date not being affected thereby.

3.2 In § 5.6 of the Purchase Contract the following sentence shall be added:

 The Purchaser shall pay the interest for the period between November 1, 2003 and December 31, 2003 in advance on November 3, 2003 in the amount of EUR 266,666.67 into the account mentioned in § 5.7 of the Purchase Contract. The interest for the remaining months shall be paid at the end of each calendar month into the same amount.

§ 4
Parent Guarantee

At the end of § 5 of the Purchase Contract the following § 5.9 shall be added:

The Purchaser shall procure guarantees by the Fairchild Corporation in order to secure the Purchaser's obligation under the Purchase Contract to be handed over no later than on November 3, 2003 in the form of the draft attached hereto as Annex 5.9.

§ 5
Conditions Precedent

It is herewith confirmed, that the conditions precedent as specified in § 6.1 of the Purchase Contract are fulfilled.

§ 6
Passing of Title

§ 6.2 of the Purchase Contract shall be amended as follows:

Subject to § 4.1 of the Purchase Contract, the transfer contained in §§ 2.1 through 2.6 of the Purchase Contract shall be conditional upon the surrender of the guarantees pursuant to § 5.9 of the Purchase Contract. Existing third party rights remain unaffected.

§ 7
Covenants

7.1 The Purchaser undertakes to inform Dr. Biner Bähr regularly on his efforts and progress in obtaining third party financing as described in § 3 of this Amendment.

7.2 The Purchaser undertakes not to distribute any interim profits and not to accept any withdrawals of expected profits by its shareholder in the course of a financial year (which ends on June 30 of any year) and not to grant any loan to any affiliated entity, with exception for credit relationships within Fairchild Textil GmbH's group of consolidated companies in the scope of ordinary supply and service transactions.

§ 8
Security

The Purchaser has already provided security for the Purchase Price pursuant to § 5 of the Purchase Contract by way of

8.1 Global assignment of receivables; a copy of this assignment agreement is attached as Annex 8.1 for evidence reasons only, without making reference thereto;

8.2 transfer of title for security purposes of new merchandise; a copy of this transfer agreement is attached as Annex 8.2 for evidence reasons only, without making reference thereto;

8.3 pledge of the shares in the Purchaser held by its shareholder; a copy of this share pledge agreement is attached as Annex 8.3 for evidence reasons only, without making reference thereto;

8.4 account pledge agreement; a copy of this account pledge agreement is attached as Annex 8.4 for evidence reasons only, without making reference thereto.

§ 9
Continuing Effect of the Purchase Contract

Except as expressly amended or modified herein, the provisions of the Purchase Contract are and shall remain in full force and effect. For the purpose of the provisions of the Purchase Contract (including, but not limited to any provisions dealing with termination of the Purchase Contract) this Amendment is deemed to be part of the definition of "Purchase Contract".

§ 10
Place of Performance and Jurisdiction/ Governing Law

10.1 Düsseldorf shall be the place of performance and jurisdiction for any obligation or disputes arising under this Amendment.

10.2 This Amendment shall be governed by and construed in accordance with the laws of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

This notarial deed was read out aloud in presence of the Notary to the persons appeared. This deed was then confirmed and approved by the persons appeared and signed by the persons appeared and the notary in their own hand as follows: