EMPLOYMENT AGREEMENT

        This Employment Agreement ("Agreement") is entered into as of November 18, 2004 by and between Frank P. Crampton, an individual ("Executive"), and Aircraft Braking Systems Corporation, a Delaware corporation (the "Company").

        1.     Employment by the Company and Term.

        (a)   Full Time and Best Efforts. Subject to the terms set forth herein, the Company agrees to employ Executive as its Senior Vice President?Marketing and in such other executive capacities, commensurate with Executive's position, as may be requested from time to time by the Company's Board of Directors (the "Board") or a duly authorized committee thereof, and Executive hereby accepts such employment. Executive shall render such other services for each of the Company and corporations controlled by or controlling the Company, and to successor entities and assignees of the Company (the "Affiliates"), as the Company may from time to time reasonably request and shall be consistent with the duties Executive is to perform for the Company and with Executive's experience. During the term of his employment with the Company, Executive will devote his full business time and use his best efforts to advance the business and welfare of the Company, and will not engage in any other employment or business activities for any direct or indirect remuneration that would be directly harmful or detrimental to, or that may compete with, the business and affairs of the Company, or that would interfere with his duties hereunder; provided, however, that it is understood and agreed by the parties that Executive shall not be precluded from involvement in charitable or civic activities, serving as a member of the board of directors of any other business enterprise or engaging in personal financial investment activities to the extent the same do not compete with or materially interfere with his time or attention to the business of the Company or otherwise violate the terms of this Agreement.

        (b)   Duties. Executive shall serve in an executive capacity and shall perform such duties as are customarily associated with his position as the Company's Senior Vice President?Marketing, consistent with the Bylaws of the Company and as reasonably required by the Board. Executive shall report to the President and Chief Executive Officer of K&F Industries, Inc, a Delaware corporation ("K&F").

        (c)   Location. The principal location of Executive's employment shall be at the Company's executive office located in Akron, Ohio, although Executive understands and agrees that he may be required to travel from time to time for Company business reasons.

        (d)   Company Policies. The employment relationship between the parties shall be governed by the general employment policies and practices of the Company, including but not limited to those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company's general employment policies or practices, this Agreement shall control.

        (e)   Term. The initial term of employment of Executive under this Agreement shall begin immediately following the effective date of the closing of the purchase of all of the outstanding capital stock of the Company in accordance with that certain Stock Purchase Agreement, dated as of October 15, 2004, by and among K&F, AAKF Acquisition, Inc., a Delaware corporation ("Aurora"), and the stockholders named on Exhibit A therein (the "Effective Date") for an initial term ending on the third (3^rd) anniversary of the Effective Date (such period, the "Initial Term"), subject to the provisions for termination set forth herein and renewal as provided in Section 1(f) below.

        (f)    Renewal. Unless either party shall have given the other notice that this Agreement shall not be renewed at least ninety (90) days prior to the end of the Initial Term, the term of this Agreement shall be automatically extended for a period of one year, such procedure to be followed in each such successive period. Each extended term shall continue to be subject to the provisions for termination set forth herein.

        2.     Compensation and Benefits.

        (a)   Base Salary. Executive shall receive for services to be rendered hereunder a salary at the rate of $18,083.33 per month payable at least as frequently as monthly and subject to payroll deductions as may be necessary or customary in respect of the Company's salaried employees (the "Base Salary"). The Base Salary will be reviewed by and shall be subject to increase (but not decrease) at the sole discretion of the Board or the compensation committee of the Board each year during the term of this Agreement; provided that Executive's Base Salary for 2005 shall be reviewed by the Board or the compensation committee during January 2005.

        (b)   Participation in Benefit Plans. During the term hereof, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health, accident, disability, retirement, deferred compensation or similar plan or program of the Company now existing or established hereafter to the extent that he is eligible under the general provisions thereof. The Company may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit programs as it deems appropriate, provided any such amendment or elimination does not violate the terms of such program, applicable law or the terms of this Agreement. Executive shall also participate in all fringe benefits offered by the Company to any of its executives at Executive's level.

        (c)   Vacation. Executive shall be entitled to a period of annual vacation that is consistent with the Company's vacation policy in effect from time to time; provided, however, that in no event shall Executive be entitled to less than three (3) weeks of annual vacation. The days selected for Executive's vacation must be mutually and reasonably agreeable to the Company and Executive.

        (d)   Executive Medical Plan. During the term of this Agreement, the Company agrees that, in addition to any group health insurance plan in which Executive is eligible to participate, it shall continue to maintain, at its expense, the supplemental executive medical/dental expense reimbursement plan known as the K&F Industries, Inc. Insurance and Health Plan (GP-655199-B), or a comparable arrangement, providing an annual benefit of not less than Four Thousand Dollars ($4,000) in respect of medical/dental expenses incurred by Executive and Executive's covered dependents.

        (e)   Supplemental Life Insurance. During the term of this Agreement, the Company agrees that, in addition to any group life insurance plan or program in which Executive is eligible to participate, it shall satisfy all obligations and make all payments necessary to maintain a Five Hundred Thousand Dollar ($500,000) supplemental whole life insurance policy on Executive's life, payable to Executive's estate and/or beneficiaries as designated by Executive under such policies. The Company may obtain additional life insurance on Executive's life payable for the benefit of the Company, and Executive agrees to cooperate in the obtaining of any such insurance.

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