NONCOMPETITION AGREEMENT

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Exhibit 10.24

NONCOMPETITION AGREEMENT

        This NONCOMPETITION AGREEMENT (this " Agreement ") is made and entered into as of this 18th day of November, 2004 by and among AAKF Acquisition, Inc., a Delaware corporation (" Purchaser "), K&F Industries, Inc., a Delaware corporation (the " Company "), and Bernard L. Schwartz (" Covenantor "). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Stock Purchase Agreement (as defined below).

RECITALS

         WHEREAS , Covenantor is a stockholder of the Company;

         WHEREAS , in connection with that certain Stock Purchase Agreement dated as of October 15, 2004 (as it may be amended from time to time, the " Stock Purchase Agreement "), by and among the Purchaser, the Company and the stockholders of the Company, including Covenantor, Purchaser has concurrently herewith, and as a result thereof, acquired all of the issued and outstanding shares of Common Stock of the Company;

         WHEREAS , the business of the Company and its Affiliates, as currently conducted, is the design, development and manufacturing of aircraft wheels, brakes and brake control systems for commercial, military and general aviation aircraft and the manufacture of aircraft fuel tanks, iceguards, inflatable oil booms and specially coated fabrics with storage, shipping, environmental and rescue applications for commercial and military uses (the " Business ");

         WHEREAS , the Company and its Affiliates intend to continue to engage in the Business;

         WHEREAS , pursuant to the Stock Purchase Agreement, it is a condition precedent to the Purchaser's obligations under the Stock Purchase Agreement that Covenantor shall have executed and delivered this Agreement;

         WHEREAS , if Covenantor were to compete with the Company or any of its Affiliate's operation of the Business, the Purchaser and the Company would be deprived of the full benefit of any reputation or goodwill associated with the Company in its conduct of the Business, as the Business may exist on and after the date hereof; and

         WHEREAS , the covenants provided herein are material, significant and essential to effecting the transactions contemplated by the Stock Purchase Agreement, and good and valuable consideration under the Stock Purchase Agreement has been transferred to Covenantor in exchange for such covenants.

AGREEMENT

         NOW, THEREFORE , in consideration of the foregoing recitals, the terms and provisions of this Agreement, the Stock Purchase Agreement and the agreements and instruments related thereto and contemplated thereby, the receipt and sufficiency of such consideration being hereby acknowledged by the parties hereto, the parties hereto agree as follows:

        1.     Covenant Not to Compete.     From the date of this Agreement until the third (3rd) anniversary of the date of this Agreement, Covenantor shall not, directly or indirectly, except on behalf of the Purchaser, the Company and their respective Affiliates:

        (a)   engage, invest, participate or be interested in any business competing with the Company or any of its Affiliates in its participation in any part of the Business (as conducted on the date of this Agreement) anywhere in the world;

        (b)   have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venturer, officer, director, agent, lender, representative, partner, employee or consultant, or otherwise engage or invest or participate in any business that is engaged in any part of the

Business (as conducted on the date of this Agreement) anywhere in the world; have an interest in, own, manage, operate, control, or be connected with, as an employee, consultant, officer, director, lender, partner, stockholder or joint venturer, in any Person owning, managing, controlling, operating or otherwise participating or assisting in any business that is engaged in any part of the Business (as conducted on the date of this Agreement) anywhere in the world; provided, however, that the foregoing shall not prevent Covenantor from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc.;

        (c)   solicit, attempt to solicit, induce, or otherwise cause any existing or future employee of the Company or any of its Affiliates or any of their respective successors to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any other employer; or

        (d)   accept any business from any material customer or supplier of the Company, any of its Subsidiaries or any of their successors if the purpose or effect of such is to, or is reasonably likely to, or solicit or encourage any such Person to, terminate or adversely alter in any material respect any relationship such Person may have with the Company, its Affiliates or any of their successors.

        2.     Injunctive Relief.     The parties hereto agree that damages would be an inadequate remedy for the Purchaser, the Company and their respective Affiliates in the event of breach or threatened breach of this Agreement and thus, in any such event, the Purchaser, the Company and their respective Affiliates may, either with or without pursuing any potential damage remedies, immediately seek to obtain and enforce an injunction prohibiting Covenantor from violating this Agreement.

        3.     Enforceability.     It is the desire and intent of the part