22

EXHIBIT  10.7

                              AMENDED AND RESTATED
                   AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
                              EMPLOYMENT AGREEMENT
                              ---------- ---------


     THIS  AMENDMENT  (this  "Amendment") to the Aircraft Services International
                              ---------
Group,  Inc. Employment Agreement by and between Aircraft Services International
Group,  Inc.,  a  Delaware  corporation,  (the  "Company") and Stephen D. Townes
                                                 -------
("Executive")  is  made  as  of  March  7,  2000.
     ------

     WHEREAS,  the  Parties  desire  to amend certain provisions of the Aircraft
Services  International  Group,  Inc. Employment Agreement, dated as of April 2,
1998  (the  "Employment  Agreement").
             ----------  ---------

NOW,  THEREFORE,  the parties to this Amendment hereby agree that the Employment
Agreement  is  amended  and  restated  to  read  as  follows:

     THIS  EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
                                      ----------
April  2,  1998,  by  and  among  STEPHEN  D. TOWNES ("Executive"), and AIRCRAFT
SERVICES  INTERNATIONAL  GROUP,  INC.,  a  Delaware corporation (the "Company").

     WHEREAS,  the  Company  desires  to  employ  Executive to render employment
services  for  the  Company;  and

     WHEREAS, Executive desires and is willing to become employed by the Company
under  the  terms  and  conditions  hereof.

     NOW  THEREFORE,  in  consideration of the mutual covenants herein contained
and  for  other  good and valuable consideration. the receipt and sufficiency of
which  is  hereby  acknowledged.  the  Company and Executive hereby covenant and
agree  as  follows:

     Employment.  The  Company  hereby  employs  Executive  and Executive hereby
     ----------
accepts  such  employment  upon  the  terms  and  conditions  set  forth herein.

     Term.  The  initial  term  of  this  Agreement shall run from April 1, 1998
     ----
until March 31, 2003 (the "Employment Period") unless further extended or sooner
                           -----------------
     terminated as herein provided. The Employment Period shall be automatically
renewed  for  additional terms of one (1) year each, unless the Company notifies
Executive  in  writing  or  Executive  notifies  the  Company  in writing of its
intention not to renew this Agreement no less than ninety (90) days prior to the
expiration  of  the then current term. References to this Agreement's term shall
mean  the  initial  term  and  all  successive  terms  unless the context dearly
indicates  otherwise.

     Executive's Position and Duties. Executive shall (a) serve as President and
     -------------------------------
     Chief  Executive  Officer  of  both the Company and its stockholder. Ranger
Aerospace  Corporation ("Ranger"), during the Employment Period, (b) render such
administrative,  sales, marketing and other executive and managerial services to
the  Company,  Ranger  and  its Subsidiaries as Ranger's board of directors (the
"Board")  may  from  time  to time direct, and (c) report to and take directions

<PAGE>

from  the  Board.  Executive shall devote his full working time and attention to
the  performance  of  services  for  the benefit of the Company. Executive shall
present  to  the Board and to Ranger every acquisition or investment opportunity
in  the  aerospace and related industries, whether foreign or domestic, of which
Executive  becomes  aware and desires to pursue.  Executive shall not pursue any
such  opportunity  (as  investor or otherwise) unless the Board has indicated in
writing  its  intention  not  to  pursue  such  opportunity.

          Performance  of  Duties.  Executive  will,  at  all times. faithfully,
          ---------------  ------
industriously.  and  to  the best of Executive's ability, experience and talents
perform  his  duties  and  responsibilities  to  the  Company.

     Compensation.  For all services rendered by Executive under this Agreement,
     ------------
compensation  shall  be  paid  to  Executive  as  follows:

     (a)     Executive shall be paid a minimum base salary of $275,000 per year,
beginning  April  1,  1998  and  payable  in  equal monthly installments or more
frequently as the Company shall determine. The base salary may be increased from
time  to  time  by  the Company and the Executive by entering such adjusted base
salary  upon Schedule A attached hereto, which, when signed by Executive and the
Company,  shall  become effective as an amendment to this Agreement. At minimum,
the  base  salary  shall  adjust automatically on each anniversary hereof by the
then  current  Consumer  Price Index percentage; the Board may elect at any time
hereafter  to  increase  Executive's  base  salary  in  its  sole  discretion.

     (b)     In  addition to Executive's base salary, the Board may, in its sole
discretion,  award  a  bonus  to Executive following the end of each fiscal year
during  the Employment Period based on Executive's performance and the Company's
operating  results in accordance with the management bonus plan to be adopted by
the  Board.

     (c)     In  connection  with future private placements of equity securities
of  the  Company,  the  Company  shall  offer to Executive the right to purchase
shares  of  such  equity securities, at the price and on other terms offered for
sale by the Company pro rata (based on the aggregate fully diluted percentage of
equity  securities  of  the Company owned by Executive) up to an amount equal to
the  product determined below in this paragraph (c) and in connection therewith,
the  Company  shall  make  additional  loans  to  Executive  for  the purpose of
acquiring such equity, except that the Company shall not be obligated, under any
circumstances,  to  loan  Executive, in the aggregate, an amount greater than an
amount equal to the product of (i) $1,500,000 multiplied by (ii) a fraction, the
                                              ----------
numerator  of  which  is  the  aggregate number of fully vested shares of Common
Stock  held by Executive and his Family Group (as defined in the Securityholders
Agreement  dated  as  of  the  date  hereof) and the denominator of which is the
aggregate number of fully vested shares of Common Stock held by George Schwartz,
George  W.  Watts,  and  Executive  and  their  Family  Groups  on  such  date.

     (d)     At  any  time prior to a Qualified Public Offering (as that term is
defined  in  the  SecurityHolders Agreement of even date herewith), in the event
the  Company  offers  common  equity  securities for sale to any of John Hancock
Mutual Life Insurance Company, CIBC Wood Gundy Ventures, Inc., Gregory Engles or
Randolph  Street  Partners  II  or  any  affiliate  of  the  foregoing  (each an
"Investor"  and  collectively,  the "Investors"), at a price per share below the

<PAGE>

price  per  share  paid  by the Investors for common equity securities purchased
under  the  Securities  Purchase  Agreement dated April 1, 1998, Executive shall
have  the right to purchase for cash at the same price and on the same terms his
pro rata share (based on the percentage of the total common equity securities of
the  Company  held  by  the  Executive  or  his  Family Group (as defined in the
Securityholders  Agreement dated April 1, 1998) of the securities offered by the
Company;  provided  that if the Company offers common equity securities for sale
only  in connection with its offer of other securities of the Company, Executive
must  also  purchase  his  pro  rata  share  of  such  other  securities.

     (e)     If Executive is required by the Company to permanently relocate his
primary  residence  for  purposes  of this Agreement and in connection therewith
Executive  decides  to  move  his  family  to  such residence, the Company shall
compensate  Executive  by  (i)  reimbursing Executive for all costs and expenses
associated  with  such  relocation, (ii) increasing Executive's annual salary by
$75,000  commencing  on the date such relocation is complete, and (iii) granting
to  Executive  additional  options  to  purchase the common stock of the Company
representing  3/8%  of  the  then  outstanding common stock of the Company which
options  shall  be  fully  vested  and immediately exercisable, have an exercise
price  of $100 per share and otherwise have the same terms and conditions as the
Ranger  Nonqualified  Stock  Option  Agreement  between the Executive and Ranger
dated  March  7,  2000.

     Severance  Compensation.  Upon termination of Executive's employment by the
     -----------------------
Company  prior  to  the  expiration  of the Employment Period other than (a) for
Cause  as  defined  in Paragraph (17) or (b) Executive's choice to terminate his
employment  for  a  reason  other  than  his Constructive Termination as defined
below,  the  Company  shall  pay  to  Executive  (subject  to  the terms hereof)
severance  compensation equal to twenty-four (24) months (x) of Executive's base
salary  at  the  rate of base salary in effect immediately preceding the date of
termination  and (y) of the then current health benefit coverage in effect.  The
Company  shall  pay  the  severance  compensation  in  twenty-four  (24) monthly
installments  commencing thirty (30) business days after the date of termination
of  Executive's  employment  with  the  Company;  provided  that  such severance
                                                  --------  ----
payments  shall  be  made to Executive only if Executive fully complies with the
surviving  terms of this Agreement, including, without limitation, Paragraphs 14
and  15  hereof.  Executive  may, at any time and from time to time, designate a
beneficiary  to receive the severance compensation in the event of his death, or
if no beneficiary is designated then the severance compensation shall be paid to
     Executive's  estate.  A  Constructive  Termination  shall be deemed to have
occurred  if  Executive's  employment  with  the  Company  terminates,  either
voluntarily  or  involuntarily,  following  any  one  of  the  following:

     (a)   The  Company  reduces  Executive's  base  salary;

     (b)   The  Company  assigns  to  Executive any duties inconsistent with his
duties  or responsibilities as President and Chief Executive Officer, or changes
his  reporting  responsibilities  or  title;  or

     (c)   The  Company or any of its affiliates substantially breaches any term
of  (i)  this  Agreement, (ii) the Executive Stock Agreement dated March 7, 2000
between Ranger Aerospace Corporation and Executive, (iii) the Nonqualified Stock
Option  Agreement  dated  March 7, 2000 between Ranger Aerospace Corporation and

<PAGE>

Executive,  (iv)  the Amended and Restated Executive Stock Agreement dated as of
March  7,  2000  between  Ranger  Aerospace  Corporation  and Executive, (v) the
Executive  Stock  Pledge  Agreement dated April 2, 1998 between Ranger Aerospace
Corporation  and  Executive,  as  amended, (vi) the Ranger Aerospace Corporation
Securityholders  Agreement dated April 1, 1998, as amended or (vi) any amendment
or  successor  to  any  of  the  foregoing agreements, which breach is not cured
within fifteen (45) days of receipt by the Company of written notice from you of
such  breach,  and  which breach has a material adverse effect on the Executive.

     Withholding.  All  payments  of  compensation  paid to Executive under this
     -----------
Agreement  shall  be  reduced by applicable federal, state and local withholding
taxes.

     Additional  Benefits.  During  the  Employment  Period,  Executive shall be
     --------------------
entitled to receive Executive benefits at levels and coverage generally provided
     to  senior  executives  of the Company, including health benefits, life and
disability  insurance,  and  participation  in the Company's retirement plan(s).

     Working  Facilities.  The  Company  will  furnish Executive with an office,
     -------------------
technical  and secretarial assistance and other facilities and services suitable
to  his position of President and Chief Executive Officer and fully adequate for
the  performance  of  his  duties.

     Expenses.  As a condition of his employment, Executive is required to incur
     --------
reasonable  and  necessary  expenses  for  the  promotion of the business of the
Company, including expenses of entertainment, travel, dues and similar expenses.
     Provided  that  Executive  provides  the  Company  with  reasonable written
documentation as required under the Company's policies and procedures to support
reimbursement,  the  Company  shall reimburse Executive for all travel and other
expenses reasonably incurred by Executive in the performance of his duties under
this  Agreement.

     Vacations  and Holidays. Executive shall be entitled each calendar year (or
     -----------------------
portion  thereof)  during  the  Employment  Period  to a vacation of twenty (20)
working days during which time his salary shall be paid in full. Executive shall
     accrue  all  of  his  vacation days for calendar year 1998 on the effective
date  of  this  agreement and thereafter on the first day of each calendar year.
Executive  shall  take his vacation at such time or times as shall be reasonably
approved  by  the  Company.  The  Company may grant additional vacation time and
time  off  to  Executive  in  its  sole  discretion.  The  length of Executive's
vacation  may  from  time  to  time  be adjusted by the Company by entering such
change  upon  Schedule B attached hereto which, when signed by Executive and the
Company, shall become effective as an amendment to this Agreement . If Executive
fails  to  use  his permitted vacation in any calendar year, the unused time may
not  be carried over to the succeeding calendar year, nor may Executive elect to
receive  an  equivalent  amount  of  cash,  based on his base salary, in lieu of
accrued vacation time.  In addition to the above, Executive shall be entitled to
be  off  from work on all regular Company holidays including, but not limited to
New  Year's  Day,  July  4,  Labor  Day,  Thanksgiving,  and Christmas with full
compensation.

     Leaves  of  Absence.  Executive will be granted leaves of absence with full
     ----------  -------
payment  of  salary  up  to five (5) working days each calendar year (or portion
thereof)  during  the  Employment  Period  for  attendance  at  professional
conventions,  continuing  education  seminars and other professional or business

<PAGE>

activities.  Executive  shall  accrue all of such days for calendar year 1998 on
the  effective  date  of  this Agreement and thereafter on the first day of each
calendar  year.  All  expenses  reasonable  and  necessarily  incurred  by  the
Executive  for such activities shall be paid for, or reimbursed by, the Company.
     In  addition,  the  Company  may grant, in its sole discretion, Executive's
requests  for leaves of absence with full or partial payment of salary and other
expenses  for  reasons  other  than  those  described  in  this  Paragraph.

     Sick Leave. Executive shall be entitled to ten (10) days of sick leave with
     ----------
     payment  of  his base salary base the Company each calendar year during the
Employment  Period.  Executive  shall  accrue  all  of  his  sick leave days for
calendar year 1998 on the effective date of this Agreement and thereafter on the
first  day  of  each  calendar  year.

     Confidentiality.  Executive  understands  and agrees that the nature of the
     ---------------
Company's  business,  including  the  Company's  customer lists, business plans,
budgets,  contracts,  personnel  information,  methods  and  systems  used  in
conducting  business, pricing policies, technical bulletins, manuals, profit and
loss  information,  prospects, business opportunities and other related internal
business  information and trade secrets are all of a confidential nature and are
valuable  assets  of  the  Company.  Executive  covenants  and  agrees,  upon
termination  of  the  Employment Period for any reason, to immediately return to
the  Company  all such confidential information and documents referred to in the
preceding  sentence  (including any other trade secret information) and will not
make  copies of such materials.  Further, Executive covenants and agrees that he
will  not  at  any time furnish, divulge or otherwise disclose such confidential
information  or material to anyone other than those authorized by the Company to
receive  such  information, and will not otherwise use or disclose such material
and  information,  except  as  required  by  law.  In the event of any actual or
threatened  breach  by  Executive  of  the  provisions  of  this confidentiality
covenant,  the  Company  shall  be  entitled  to  a  temporary  and/or permanent
injunction  from  any  court  of competent jurisdiction, without posting bond or
other  security,  restraining  Executive  from  violating  this  confidentiality
covenant.  Nothing  herein  stated shall be construed as prohibiting the Company
from  pursuing  any  other  remedies  available  to  Employer for such breach or
threatened  breach.  including  the  recovery  of  damages  from  Executive.

     Executive's obligation of confidentiality in this Agreement shall not apply
to:

     (a)     information which at the time of disclosure is in the public domain
or  becomes  generally known within the Company's industry without the breach of
any  confidentiality  obligation  owed  to the Company by Executive or any other
person  or entity bound by any confidentiality agreement with the Company or its
affiliates;  or

     (b)     a  disclosure  by  Executive  to  the  extent  required  by  law.

     Non-Competition  and  Non-Solicitation  Covenant.  During  the  Employment
     ------------------------------------------------
Period  and  for  a  period of eighteen (18) months after Executive's employment
with  the  Company terminates for any reason, Executive will not (for himself or
on  behalf  of,  or  in  conjunction  with  any other person or persons, limited
liability  company,  partnership,  proprietorship, corporation or other business

<PAGE>

entity),  directly or indirectly, own, manage, operate, control, be employed by,
consult  with, participate in, or be connected in any manner with the ownership,
management,  operation,  consulting  or  control  of any business engaged in the
Company's  Business  as  defined below, and operating anywhere in North America,
Continental  Europe  and  the  United Kingdom, the Bahamas and any other country
where the Company is operating or has a joint venture on the date of Executive's
     termination of employment.  The Company's Business, for the purpose of this
paragraph, is (a) to provide fueling services at airports, (b) to own or operate
fuel  storage  and  distribution  facilities,  (c)  to  provide ground handling,
baggage and supply services at airports, and (d) any other activity in which the
Company is engaged at the time of the termination of Executive's employment with
the Company.  Notwithstanding anything contrary in this Paragraph, this covenant
not  to  compete  shall  not  prohibit Executive from owning less than 2% of any
class  of  stock in any publicly traded corporation, provided that Executive has
no  rights  of  affiliation  with  such  corporation  other than his rights as a
stockholder.  In  the  event  of any actual or threatened breach by Executive of
the  provisions  of this non-competition covenant, the Company shall be entitled
to  a  temporary  and/or  permanent  injunction  from  any  court  of  competent
jurisdiction, without posting bond or other security, restraining Executive from
owning, managing, operating, controlling, being employed by, participating in or
being  in  any  way  so connected with any such business.  Nothing herein stated
shall  be  construed as prohibiting the Company from pursuing any other remedies
available  to  the  Company  for such breach or threatened breach, including the
recovery  of monetary damages from Executive.  The Company will not unreasonably
prohibit  Executive  from  securing new employment after leaving the Company, so
long as such employment is not competitive (whether directly or indirectly) with
the  Company.

     For  a  period  of  eighteen  (18)  months  after the Employee's employment
terminates  with  the Company for any reason, the Employee shall not directly or
indirectly  through  another entity (i) induce or attempt to induce any employee
of  the  Company,  or  in  any  way  interfere with the relationship between the
Company  and  any  employee thereof, (ii) hire any person who was an employee of
the Company at any time during the 6 months preceding Executive's termination or
(iii)  induce  or  attempt to induce any customer, supplier, licensee, licensor,
franchisee  or  other  business  relation of the Company to cease doing business
with the Company, or in any way interfere with the relationship between any such
customer,  supplier,  licensee  or business relation and the Company (including,
without  limitation,  making any negative statements or communications about the
Company).

     If  any  one  of  the restrictions contained herein shall for any reason be
held  to  be  excessively broad as to duration or geographical area, it shall be
deemed  amended by limiting and reducing it so as to be valid and enforceable to
the  extent  compatible  with  applicable  law.

     Termination.  Notwithstanding  anything  herein  contained to the contrary.
     -----------
Executive's  employment and this Agreement may be terminated by either Executive
or  the  Company  at  any  time  and  for  any  reason.

     (1)     Cause.  For  purposes  of  this  Agreement  "Cause"  shall mean (i)
             -----
Executive's  theft or embezzlement, or attempted theft or embezzlement, of money
or  property of the Company or any of its subsidiaries, Executive's perpetration
or  attempted  perpetration of fraud, or Executive's participation in a fraud or
attempted  fraud,  on  the  Company  or  any  of its subsidiaries or Executive's
unauthorized  appropriation  of,  or Executive's attempt to misap-propriate, any
substantial  tangible  or intangible assets or property of the Company or any of
its  subsidiaries,  (ii) Executive's conviction of any criminal felony involving
the  Company or any of its subsidiaries, or (iii) Executive's willful failure to
substantially  follow  any  reasonable  instructions  of  the Board and/or other

<PAGE>

policies  of the Company, which failure is not corrected within 15 business days
after  you receive notice from the Board describing such failure.  You shall not
be  deemed to have been terminated for Cause unless the Company has delivered to
you a written notice specifying in reasonable detail the facts and circumstances
that  are  the basis for terminating Executive's employment with the Company for
Cause.  Should  the  Company  and  you  be unable to agree on whether or not the
Executive's  conduct,  acts  or  omissions  constitute  Cause within thirty (30)
business days after Executive's employment with the Company has been terminated,
the  controversy  as  to  whether Executive's conduct constitutes Cause shall be
settled  exclusively  by  arbitration in accordance with the requirements of the
labor  arbitration rules of the American Arbitration Association then in effect.
Arbitration  shall  commence  upon  the  appointment  of  arbitrators  mutually
agreeable  to  the  parties  and  shall  continue,  without  interruption unless
required by the arbitrator(s), with the written decision of the arbitrator(s) to
be  issued within one-hundred fifty (150) business days after filing a Notice of
Arbitration.  All  expenses  and fees incurred in the conduct of the arbitration
shall be borne by the parties equally.  Each party shall bear its own respective
attorneys'  and other legal fees and any decision, award or order by arbitration
shall  be  binding  upon  the  parties  hereof.

     (2)     Executive's  Representations.  Executive  hereby  represents  and
             ----------------------------
warrants to the Company that (a) the execution, delivery and performance of this
Agreement  by Executive does not and shall not conflict with, breach, violate or
cause  a  default  under any contract, agreement, instrument, order, judgment or
decree  to  which Executive is a party or by which he is bound, (b) Executive is
not  a  party  to  or bound by any employment agreement, noncompete agreement or
confidentiality  agreement  with  any  other  person  or entity and (c) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the  valid  and  binding obligation of Executive. enforceable in accordance with
its  terms.  Executive  hereby acknowledges and represents that he has consulted
with  independent  legal counsel regarding his rights and obligations under this
Agreement  and  that  he  fully  understands  the terms and conditions contained
herein.

     (3)     Arbitration.  Any  dispute  or  controversy  arising  under  or  in
             -----------
connection  with  this  Agreement shall be settled exclusively by arbitration in
accordance  with the requirements of the Florida arbitration law then in effect.
All  arbitrators'  expenses  and fees incurred in the conduct of the arbitration
shall  be  shared  by  Executive and the Company.  Each party shall bear its own
respective  attorneys'  and  other  legal  fees.

     (4)     Binding  Effect.  Except  as provided in Paragraph (25) below, this
             ---------------
Agreement.  together with any amendments hereto, shall be binding upon and inure
to  the  benefit  of  Executive  and  the  Company,  their  heirs,  personal
representatives,  legal  representatives,  executors,  administrators, permitted
successors  and  permitted  assigns.  Executive hereby consents to the Company's
assignment  of  this  Agreement  to  a  successor  entity.

     (5)     Application  to  Subsidiaries.  The  promises and covenants made by
             -----------------------------
Executive  to  the Company in this Agreement shall apply with the same force and
effect  and shall inure to the benefit of any Subsidiary or joint venture of the
Company,  whether  such Subsidiary or joint venture exists as of the date hereof
or  shall  exist  at  any date for which a promise or covenant made by Executive
pursuant  to  this  Agreement  shall  be  in effect. "Subsidiary" shall mean any
corporation  of  which  the  Company  owns  securities  having a majority of the
ordinary voting power in electing the board of directors directly or through one
or  more  subsidiaries.

     Survival.  Notwithstanding  anything to the contrary in this Agreement, the
     --------
only  provisions  of  this  Agreement which survive expiration of the Employment
Period  (and  any  subsequent  renewal  thereof)  pursuant  to  Paragraph  2 are

<PAGE>

Paragraphs  14,  15,  18,  19,  20,  21,  22,  23, 25, 26, 27, 29 and 31 hereof.

     (6)     Notice.  Any  notice  required  or permitted to be given under this
             ------
Agreement  must be in writing and must be either personally delivered, mailed by
first  class  mail  (postage  prepaid  and  return receipt requested) or sent by
reputable  overnight  courier  service (charges prepaid) to the recipient at the
address  below  indicated:

     To  the  Company:

     Aircraft  Services  International  Group,  Inc.
8240  NW  52  Terrace,  #200
Miami,  FL  33  166-7766
Telephone:   (305)  597-1600
Facsimile:     (305)  592-7864

<PAGE>
     With  copies  to:
     CIBC  Wood  Gundy  Ventures.  Inc.
     425  Lexington  Avenue,  3rd  Floor
New  York,  NY  10017
Telephone:     (212)  885-4400
Facsimile:     (212)  885-4493
Attention:     Jay  Levine

     William  S.  Kirsch,  P.C.
Kirkland  &  Ellis
200  East  Randolph  Drive
Chicago.  IL  60601
Telephone:   (312)  861-2000
Facsimile:     (312)  861-2200

     To  Executive:

     Stephen  D.  Townes
318  Scarborough  Drive
Greer,  SC  29650
Telephone:   (864)  848-2760
Facsimile:     (864)  848-2759


     or  such  other  address  or  to  the attention of such other person as the
recipient  party  shall  have  specified  by prior written notice to the sending
party.  Any  notice under this Agreement shall be deemed to have been given when
so  delivered  or  sent or, if mailed, five days after deposit in the U.S. mail.

     Situs.  This  Agreement  shall  be controlled, construed and governed under
     -----
the laws of the State of Florida regardless of the fact that one or more parties
is  now,  or  may  become, residents of another state, and without regard to any
conflict  of  laws.

     Amendment.  This  Agreement may not be amended changed, altered or modified
     ---------
except  by  a  writing  signed  by  Executive  and  the  Company.

     Severability.  If  any  Paragraph, clause or provision of this Agreement is
     ------------
or  becomes illegal, invalid or unenforceable because of present or future laws,
rules  or  regulations of any governmental body, or become unenforceable for any
reason,  the  intention of Executive and the Company is that the remaining parts
of  this  Agreement  shall  not  be  thereby  affected.

     Entire  Agreement.  This  Agreement  sets  forth  all  of  the  promises,
     -----------------
covenants,  agreements, conditions and understandings between the parties hereto
     ----
with  respect  to  the  subject  matter  hereof,  and  supersedes  all prior and
contemporaneous agreements, understandings, inducement or conditions, express or

<PAGE>

implied,  oral  or  written,  with  respect thereto, except as contained herein.
Moreover,  no  waiver  by  any  party  of  any  condition or breach or any term,
covenant,  representation  or  warranty  contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed or construed
as  a further or continuing waiver of any such condition or breach, nor shall it
be  deemed or construed as a waiver of any other condition or as a waiver of the
breach of any other term, covenant, representation or warranty set forth in this
Agreement.

     Captions.  The  captions  of  the  various  Paragraphs  are  solely for the
     --------
convenience of the parties hereto and shall not control or affect the meaning or
     -
construction  of  this  Agreement.

     Specific  Performance.  If  a  party to this Agreement fails to comply with
     ---------------------
any  of  the  covenants,  provisions  or conditions contained in this Agreement,
then,  in  addition  to  any  other  remedy  provided  by  law  or  equity,  the
non-defaulting  part  shall  be  entitled to equitable relief including, without
limitation,  the  right  to  specific performance of the terms and conditions of
this  Agreement.

     Counterparts.  This  Agreement may be executed in one or more counterparts,
     ------------
each  of  which shall constitute an original Agreement but all of which together
shall  constitute  one  and  the  same  instrument.

     Non-Assignable.  This  Agreement  is  personal  to Executive and he may not
     ---------------
assign  this  Agreement.  Any  attempted  assignment  shall  be  null  and void.


          *   *   *   *   *

<PAGE>


     IN WITNESS WHEREOF, by its duly authorized officer, has executed and sealed
this  Agreement  the  day  and  year  first  above  written.


AIRCRAFT  SERVICES  INTERNATIONAL  GROUP,  INC.

     By:_____________________________________________

Its:
_
___________________________________________


     _______________________________________________
Stephen  D.  Townes

<PAGE>

                                       33

                              AMENDED AND RESTATED
                   AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
                              EMPLOYMENT AGREEMENT
                              ---------- ---------


     THIS  AMENDMENT  (this  "Amendment") to the Aircraft Services International
                              ---------
Group,  Inc. Employment Agreement by and between Aircraft Services International
Group,  Inc.,  a  Delaware  corporation,  (the  "Company") and Stephen D. Townes
                                                 -------
("Executive")  is  made  as  of  March  7,  2000.
     ------

     WHEREAS,  the  Parties  desire  to amend certain provisions of the Aircraft
Services  International  Group,  Inc. Employment Agreement, dated as of April 2,
1998  (the  "Employment  Agreement").
             ----------  ---------

     NOW,  THEREFORE,  the  parties  to  this  Amendment  hereby  agree that the
Employment  Agreement  is  amended  and  restated  to  read  as  follows:

     THIS  EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
                                      ----------
April  2,  1998,  by  and  among  STEPHEN  D. TOWNES ("Executive"), and AIRCRAFT
SERVICES  INTERNATIONAL  GROUP,  INC.,  a  Delaware corporation (the "Company").

     WHEREAS,  the  Company  desires  to  employ  Executive to render employment
services  for  the  Company;  and

     WHEREAS, Executive desires and is willing to become employed by the Company
under  the  terms  and  conditions  hereof.

     NOW  THEREFORE,  in  consideration of the mutual covenants herein contained
and  for  other  good and valuable consideration. the receipt and sufficiency of
which  is  hereby  acknowledged.  the  Company and Executive hereby covenant and
agree  as  follows:

     Employment.  The  Company  hereby  employs  Executive  and Executive hereby
     ----------
accepts  such  employment  upon  the  terms  and  conditions  set  forth herein.

     Term.  The  initial  term  of  this  Agreement shall run from April 1, 1998
     ----
until March 31, 2003 (the "Employment Period") unless further extended or sooner
                           -----------------
     terminated as herein provided. The Employment Period shall be automatically
renewed  for  additional terms of one (1) year each, unless the Company notifies
Executive  in  writing  or  Executive  notifies  the  Company  in writing of its
intention not to renew this Agreement no less than ninety (90) days prior to the
expiration  of  the then current term. References to this Agreement's term shall
mean  the  initial  term  and  all  successive  terms  unless the context dearly
indicates  otherwise.


<PAGE>
     Executive's Position and Duties. Executive shall (a) serve as President and
     -------------------------------
     Chief  Executive  Officer  of  both the Company and its stockholder. Ranger
Aerospace  Corporation ("Ranger"), during the Employment Period, (b) render such
administrative,  sales, marketing and other executive and managerial services to
the  Company,  Ranger  and  its Subsidiaries as Ranger's board of directors (the
"Board")  may  from  time  to time direct, and (c) report to and take directions
from  the  Board.  Executive shall devote his full working time and attention to
the  performance  of  services  for  the benefit of the Company. Executive shall
present  to  the Board and to Ranger every acquisition or investment opportunity
in  the  aerospace and related industries, whether foreign or domestic, of which
Executive  becomes  aware and desires to pursue.  Executive shall not pursue any
such  opportunity  (as  investor or otherwise) unless the Board has indicated in
writing  its  intention  not  to  pursue  such  opportunity.

          Performance  of  Duties.  Executive  will,  at  all times. faithfully,
          ---------------  ------
industriously.  and  to  the best of Executive's ability, experience and talents
perform  his  duties  and  responsibilities  to  the  Company.

     Compensation.  For all services rendered by Executive under this Agreement,
     ------------
compensation  shall  be  paid  to  Executive  as  follows:

     (a)     Executive shall be paid a minimum base salary of $275,000 per year,
beginning  April  1,  1998  and  payable  in  equal monthly installments or more
frequently as the Company shall determine. The base salary may be increased from
time  to  time  by  the Company and the Executive by entering such adjusted base
salary  upon Schedule A attached hereto, which, when signed by Executive and the
Company,  shall  become effective as an amendment to this Agreement. At minimum,
the  base  salary  shall  adjust automatically on each anniversary hereof by the
then  current  Consumer  Price Index percentage; the Board may elect at any time
hereafter  to  increase  Executive's  base  salary  in  its  sole  discretion.

     (b)     In  addition to Executive's base salary, the Board may, in its sole
discretion,  award  a  bonus  to Executive following the end of each fiscal year
during  the Employment Period based on Executive's performance and the Company's
operating  results in accordance with the management bonus plan to be adopted by
the  Board.

     (c)     In  connection  with future private placements of equity securities
of  the  Company,  the  Company  shall  offer to Executive the right to purchase
shares  of  such  equity securities, at the price and on other terms offered for
sale by the Company pro rata (based on the aggregate fully diluted percentage of
equity  securities  of  the Company owned by Executive) up to an amount equal to
the  product determined below in this paragraph (c) and in connection therewith,
the  Company  shall  make  additional  loans  to  Executive  for  the purpose of
acquiring such equity, except that the Company shall not be obligated, under any
circumstances,  to  loan  Executive, in the aggregate, an amount greater than an
amount equal to the product of (i) $1,500,000 multiplied by (ii) a fraction, the
                                              ----------
numerator  of  which  is  the  aggregate number of fully vested shares of Common
Stock  held by Executive and his Family Group (as defined in the Securityholders
Agreement  dated  as  of  the  date  hereof) and the denominator of which is the
aggregate number of fully vested shares of Common Stock held by George Schwartz,
George  W.  Watts,  and  Executive  and  their  Family  Groups  on  such  date.


<PAGE>
     (d)     At  any  time prior to a Qualified Public Offering (as that term is
defined  in  the  SecurityHolders Agreement of even date herewith), in the event
the  Company  offers  common  equity  securities for sale to any of John Hancock
Mutual Life Insurance Company, CIBC Wood Gundy Ventures, Inc., Gregory Engles or
Randolph  Street  Partners  II  or  any  affiliate  of  the  foregoing  (each an
"Investor"  and  collectively,  the "Investors"), at a price per share below the
price  per  share  paid  by the Investors for common equity securities purchased
under  the  Securities  Purchase  Agreement dated April 1, 1998, Executive shall
have  the right to purchase for cash at the same price and on the same terms his
pro rata share (based on the percentage of the total common equity securities of
the  Company  held  by  the  Executive  or  his  Family Group (as defined in the
Securityholders  Agreement dated April 1, 1998) of the securities offered by the
Company;  provided  that if the Company offers common equity securities for sale
only  in connection with its offer of other securities of the Company, Executive
must  also  purchase  his  pro  rata  share  of  such  other  securities.

     (e)     If Executive is required by the Company to permanently relocate his
primary  residence  for  purposes  of this Agreement and in connection therewith
Executive  decides  to  move  his  family  to  such residence, the Company shall
compensate  Executive  by  (i)  reimbursing Executive for all costs and expenses
associated  with  such  relocation, (ii) increasing Executive's annual salary by
$75,000  commencing  on the date such relocation is complete, and (iii) granting
to  Executive  additional  options  to  purchase the common stock of the Company
representing  3/8%  of  the  then  outstanding common stock of the Company which
options  shall  be  fully  vested  and immediately exercisable, have an exercise
price  of $100 per share and otherwise have the same terms and conditions as the
Ranger  Nonqualified  Stock  Option  Agreement  between the Executive and Ranger
dated  March  7,  2000.

     Severance  Compensation.  Upon termination of Executive's employment by the
     -----------------------
Company  prior  to  the  expiration  of the Employment Period other than (a) for
Cause  as  defined  in Paragraph (17) or (b) Executive's choice to terminate his
employment  for  a  reason  other  than  his Constructive Termination as defined
below,  the  Company  shall  pay  to  Executive  (subject  to  the terms hereof)
severance  compensation equal to twenty-four (24) months (x) of Executive's base
salary  at  the  rate of base salary in effect immediately preceding the date of
termination  and (y) of the then current health benefit coverage in effect.  The
Company  shall  pay  the  severance  compensation  in  twenty-four  (24) monthly
installments  commencing thirty (30) business days after the date of termination
of  Executive's  employment  with  the  Company;  provided  that  such severance
                                                  --------  ----
payments  shall  be  made to Executive only if Executive fully complies with the
surviving  terms of this Agreement, including, without limitation, Paragraphs 14
and  15  hereof.  Executive  may, at any time and from time to time, designate a
beneficiary  to receive the severance compensation in the event of his death, or
if no beneficiary is designated then the severance compensation shall be paid to
     Executive's  estate.  A  Constructive  Termination  shall be deemed to have
occurred  if  Executive's  employment  with  the  Company  terminates,  either
voluntarily  or  involuntarily,  following  any  one  of  the  following:

     (a)   The  Company  reduces  Executive's  base  salary;



<PAGE>
     (b)   The  Company  assigns  to  Executive any duties inconsistent with his
duties  or responsibilities as President and Chief Executive Officer, or changes
his  reporting  responsibilities  or  title;  or

     (c)   The  Company or any of its affiliates substantially breaches any term
of  (i)  this  Agreement, (ii) the Executive Stock Agreement dated March 7, 2000
between Ranger Aerospace Corporation and Executive, (iii) the Nonqualified Stock
Option  Agreement  dated  March 7, 2000 between Ranger Aerospace Corporation and
Executive,  (iv)  the Amended and Restated Executive Stock Agreement dated as of
March  7,  2000  between  Ranger  Aerospace  Corporation  and Executive, (v) the
Executive  Stock  Pledge  Agreement dated April 2, 1998 between Ranger Aerospace
Corporation  and  Executive,  as  amended, (vi) the Ranger Aerospace Corporation
Securityholders  Agreement dated April 1, 1998, as amended or (vi) any amendment
or  successor  to  any  of  the  foregoing agreements, which breach is not cured
within fifteen (45) days of receipt by the Company of written notice from you of
such  breach,  and  which breach has a material adverse effect on the Executive.

     Withholding.  All  payments  of  compensation  paid to Executive under this
     -----------
Agreement  shall  be  reduced by applicable federal, state and local withholding
taxes.

     Additional  Benefits.  During  the  Employment  Period,  Executive shall be
     --------------------
entitled to receive Executive benefits at levels and coverage generally provided
     to  senior  executives  of the Company, including health benefits, life and
disability  insurance,  and  participation  in the Company's retirement plan(s).

     Working  Facilities.  The  Company  will  furnish Executive with an office,
     -------------------
technical  and secretarial assistance and other facilities and services suitable
to  his position of President and Chief Executive Officer and fully adequate for
the  performance  of  his  duties.

     Expenses.  As a condition of his employment, Executive is required to incur
     --------
reasonable  and  necessary  expenses  for  the  promotion of the business of the
Company, including expenses of entertainment, travel, dues and similar expenses.
     Provided  that  Executive  provides  the  Company  with  reasonable written
documentation as required under the Company's policies and procedures to support
reimbursement,  the  Company  shall reimburse Executive for all travel and other
expenses reasonably incurred by Executive in the performance of his duties under
this  Agreement.

     Vacations  and Holidays. Executive shall be entitled each calendar year (or
     -----------------------
portion  thereof)  during  the  Employment  Period  to a vacation of twenty (20)
working days during which time his salary shall be paid in full. Executive shall
     accrue  all  of  his  vacation days for calendar year 1998 on the effective
date  of  this  agreement and thereafter on the first day of each calendar year.
Executive  shall  take his vacation at such time or times as shall be reasonably
approved  by  the  Company.  The  Company may grant additional vacation time and
time  off  to  Executive  in  its  sole  discretion.  The  length of Executive's
vacation  may  from  time  to  time  be adjusted by the Company by entering such
change  upon  Schedule B attached hereto which, when signed by Executive and the
Company, shall become effective as an amendment to this Agreement . If Executive
fails  to  use  his permitted vacation in any calendar year, the unused time may
not  be carried over to the succeeding calendar year, nor may Executive elect to
receive  an  equivalent  amount  of  cash,  based on his base salary, in lieu of
accrued vacation time.  In addition to the above, Executive shall be entitled to
be  off  from work on all regular Company holidays including, but not limited to
New  Year's  Day,  July  4,  Labor  Day,  Thanksgiving,  and Christmas with full
compensation.

<PAGE>

     Leaves  of  Absence.  Executive will be granted leaves of absence with full
     ----------  -------
payment  of  salary  up  to five (5) working days each calendar year (or portion
thereof)  during  the  Employment  Period  for  attendance  at  professional
conventions,  continuing  education  seminars and other professional or business
activities.  Executive  shall  accrue all of such days for calendar year 1998 on
the  effective  date  of  this Agreement and thereafter on the first day of each
calendar  year.  All  expenses  reasonable  and  necessarily  incurred  by  the
Executive  for such activities shall be paid for, or reimbursed by, the Company.
     In  addition,  the  Company  may grant, in its sole discretion, Executive's
requests  for leaves of absence with full or partial payment of salary and other
expenses  for  reasons  other  than  those  described  in  this  Paragraph.

     Sick Leave. Executive shall be entitled to ten (10) days of sick leave with
     ----------
     payment  of  his base salary base the Company each calendar year during the
Employment  Period.  Executive  shall  accrue  all  of  his  sick leave days for
calendar year 1998 on the effective date of this Agreement and thereafter on the
first  day  of  each  calendar  year.

     Confidentiality.  Executive  understands  and agrees that the nature of the
     ---------------
Company's  business,  including  the  Company's  customer lists, business plans,
budgets,  contracts,  personnel  information,  methods  and  systems  used  in
conducting  business, pricing policies, technical bulletins, manuals, profit and
loss  information,  prospects, business opportunities and other related internal
business  information and trade secrets are all of a confidential nature and are
valuable  assets  of  the  Company.  Executive  covenants  and  agrees,  upon
termination  of  the  Employment Period for any reason, to immediately return to
the  Company  all such confidential information and documents referred to in the
preceding  sentence  (including any other trade secret information) and will not
make  copies of such materials.  Further, Executive covenants and agrees that he
will  not  at  any time furnish, divulge or otherwise disclose such confidential
information  or material to anyone other than those authorized by the Company to
receive  such  information, and will not otherwise use or disclose such material
and  information,  except  as  required  by  law.  In the event of any actual or
threatened  breach  by  Executive  of  the  provisions  of  this confidentiality
covenant,  the  Company  shall  be  entitled  to  a  temporary  and/or permanent
injunction  from  any  court  of competent jurisdiction, without posting bond or
other  security,  restraining  Executive  from  violating  this  confidentiality
covenant.  Nothing  herein  stated shall be construed as prohibiting the Company
from  pursuing  any  other  remedies  available  to  Employer for such breach or
threatened  breach.  including  the  recovery  of  damages  from  Executive.

     Executive's obligation of confidentiality in this Agreement shall not apply
to:

     (a)     information which at the time of disclosure is in the public domain
or  becomes  generally known within the Company's industry without the breach of
any  confidentiality  obligation  owed  to the Company by Executive or any other
person  or entity bound by any confidentiality agreement with the Company or its
affiliates;  or

     (b)     a  disclosure  by  Executive  to  the  extent  required  by  law.

     Non-Competition  and  Non-Solicitation  Covenant.  During  the  Employment
     ------------------------------------------------
Period  and  for  a  period of eighteen (18) months after Executive's employment
with  the  Company terminates for any reason, Executive will not (for himself or
on  behalf  of,  or  in  conjunction  with  any other person or persons, limited
liability  company,  partnership,  proprietorship, corporation or other business

<PAGE>

entity),  directly or indirectly, own, manage, operate, control, be employed by,
consult  with, participate in, or be connected in any manner with the ownership,
management,  operation,  consulting  or  control  of any business engaged in the
Company's  Business  as  defined below, and operating anywhere in North America,
Continental  Europe  and  the  United Kingdom, the Bahamas and any other country
where the Company is operating or has a joint venture on the date of Executive's
     termination of employment.  The Company's Business, for the purpose of this
paragraph, is (a) to provide fueling services at airports, (b) to own or operate
fuel  storage  and  distribution  facilities,  (c)  to  provide ground handling,
baggage and supply services at airports, and (d) any other activity in which the
Company is engaged at the time of the termination of Executive's employment with
the Company.  Notwithstanding anything contrary in this Paragraph, this covenant
not  to  compete  shall  not  prohibit Executive from owning less than 2% of any
class  of  stock in any publicly traded corporation, provided that Executive has
no  rights  of  affiliation  with  such  corporation  other than his rights as a
stockholder.  In  the  event  of any actual or threatened breach by Executive of
the  provisions  of this non-competition covenant, the Company shall be entitled
to  a  temporary  and/or  permanent  injunction  from  any  court  of  competent
jurisdiction, without posting bond or other security, restraining Executive from
owning, managing, operating, controlling, being employed by, participating in or
being  in  any  way  so connected with any such business.  Nothing herein stated
shall  be  construed as prohibiting the Company from pursuing any other remedies
available  to  the  Company  for such breach or threatened breach, including the
recovery  of monetary damages from Executive.  The Company will not unreasonably
prohibit  Executive  from  securing new employment after leaving the Company, so
long as such employment is not competitive (whether directly or indirectly) with
the  Company.

     For  a  period  of  eighteen  (18)  months  after the Employee's employment
terminates  with  the Company for any reason, the Employee shall not directly or
indirectly  through  another entity (i) induce or attempt to induce any employee
of  the  Company,  or  in  any  way  interfere with the relationship between the
Company  and  any  employee thereof, (ii) hire any person who was an employee of
the Company at any time during the 6 months preceding Executive's termination or
(iii)  induce  or  attempt to induce any customer, supplier, licensee, licensor,
franchisee  or  other  business  relation of the Company to cease doing business
with the Company, or in any way interfere with the relationship between any such
customer,  supplier,  licensee  or business relation and the Company (including,
without  limitation,  making any negative statements or communications about the
Company).

     If  any  one  of  the restrictions contained herein shall for any reason be
held  to  be  excessively broad as to duration or geographical area, it shall be
deemed  amended by limiting and reducing it so as to be valid and enforceable to
the  extent  compatible  with  applicable  law.

     Termination.  Notwithstanding  anything  herein  contained to the contrary.
     -----------
Executive's  employment and this Agreement may be terminated by either Executive
or  the  Company  at  any  time  and  for  any  reason.

     (7)     Cause.  For  purposes  of  this  Agreement  "Cause"  shall mean (i)
             -----
Executive's  theft or embezzlement, or attempted theft or embezzlement, of money
or  property of the Company or any of its subsidiaries, Executive's perpetration
or  attempted  perpetration of fraud, or Executive's participation in a fraud or
attempted  fraud,  on  the  Company  or  any  of its subsidiaries or Executive's
unauthorized  appropriation  of,  or Executive's attempt to misap-propriate, any
substantial  tangible  or intangible assets or property of the Company or any of
its  subsidiaries,  (ii) Executive's conviction of any criminal felony involving

<PAGE>

the  Company or any of its subsidiaries, or (iii) Executive's willful failure to
substantially  follow  any  reasonable  instructions  of  the Board and/or other
policies  of the Company, which failure is not corrected within 15 business days
after  you receive notice from the Board describing such failure.  You shall not
be  deemed to have been terminated for Cause unless the Company has delivered to
you a written notice specifying in reasonable detail the facts and circumstances
that  are  the basis for terminating Executive's employment with the Company for
Cause.  Should  the  Company  and  you  be unable to agree on whether or not the
Executive's  conduct,  acts  or  omissions  constitute  Cause within thirty (30)
business days after Executive's employment with the Company has been terminated,
the  controversy  as  to  whether Executive's conduct constitutes Cause shall be
settled  exclusively  by  arbitration in accordance with the requirements of the
labor  arbitration rules of the American Arbitration Association then in effect.
Arbitration  shall  commence  upon  the  appointment  of  arbitrators  mutually
agreeable  to  the  parties  and  shall  continue,  without  interruption unless
required by the arbitrator(s), with the written decision of the arbitrator(s) to
be  issued within one-hundred fifty (150) business days after filing a Notice of
Arbitration.  All  expenses  and fees incurred in the conduct of the arbitration
shall be borne by the parties equally.  Each party shall bear its own respective
attorneys'  and other legal fees and any decision, award or order by arbitration
shall  be  binding  upon  the  parties  hereof.

     (8)     Executive's  Representations.  Executive  hereby  represents  and
             ----------------------------
warrants to the Company that (a) the execution, delivery and performance of this
Agreement  by Executive does not and shall not conflict with, breach, violate or
cause  a  default  under any contract, agreement, instrument, order, judgment or
decree  to  which Executive is a party or by which he is bound, (b) Executive is
not  a  party  to  or bound by any employment agreement, noncompete agreement or
confidentiality  agreement  with  any  other  person  or entity and (c) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the  valid  and  binding obligation of Executive. enforceable in accordance with
its  terms.  Executive  hereby acknowledges and represents that he has consulted
with  independent  legal counsel regarding his rights and obligations under this
Agreement  and  that  he  fully  understands  the terms and conditions contained
herein.

     (9)     Arbitration.  Any  dispute  or  controversy  arising  under  or  in
             -----------
connection  with  this  Agreement shall be settled exclusively by arbitration in
accordance  with the requirements of the Florida arbitration law then in effect.
All  arbitrators'  expenses  and fees incurred in the conduct of the arbitration
shall  be  shared  by  Executive and the Company.  Each party shall bear its own
respective  attorneys'  and  other  legal  fees.

     (10)     Binding  Effect.  Except as provided in Paragraph (25) below, this
              ---------------
Agreement.  together with any amendments hereto, shall be binding upon and inure
to  the  benefit  of  Executive  and  the  Company,  their  heirs,  personal
representatives,  legal  representatives,  executors,  administrators, permitted
successors  and  permitted  assigns.  Executive hereby consents to the Company's
assignment  of  this  Agreement  to  a  successor  entity.

     (11)     Application  to  Subsidiaries.  The promises and covenants made by
              -----------------------------
Executive  to  the Company in this Agreement shall apply with the same force and
effect  and shall inure to the benefit of any Subsidiary or joint venture of the
Company,  whether  such Subsidiary or joint venture exists as of the date hereof
or  shall  exist  at  any date for which a promise or covenant made by Executive
pursuant  to  this  Agreement  shall  be  in effect. "Subsidiary" shall mean any
corporation  of  which  the  Company  owns  securities  having a majority of the
ordinary voting power in electing the board of directors directly or through one
or  more  subsidiaries.

     Survival.  Notwithstanding  anything to the contrary in this Agreement, the
     --------
only  provisions  of  this  Agreement which survive expiration of the Employment
Period  (and  any  subsequent  renewal  thereof)  pursuant  to  Paragraph  2 are
Paragraphs  14,  15,  18,  19,  20,  21,  22,  23, 25, 26, 27, 29 and 31 hereof.

<PAGE>

     (12)     Notice.  Any  notice  required or permitted to be given under this
              ------
Agreement  must be in writing and must be either personally delivered, mailed by
first  class  mail  (postage  prepaid  and  return receipt requested) or sent by
reputable  overnight  courier  service (charges prepaid) to the recipient at the
address  below  indicated:

     To  the  Company:

     Aircraft  Services  International  Group,  Inc.
8240  NW  52  Terrace,  #200
Miami,  FL  33  166-7766
Telephone:   (305)  597-1600
Facsimile:     (305)  592-7864

<PAGE>
     With  copies  to:
     CIBC  Wood  Gundy  Ventures.  Inc.
     425  Lexington  Avenue,  3rd  Floor
New  York,  NY  10017
Telephone:     (212)  885-4400
Facsimile:     (212)  885-4493
Attention:     Jay  Levine

     William  S.  Kirsch,  P.C.
Kirkland  &  Ellis
200  East  Randolph  Drive
Chicago.  IL  60601
Telephone:   (312)  861-2000
Facsimile:     (312)  861-2200

     To  Executive:

     Stephen  D.  Townes
318  Scarborough  Drive
Greer,  SC  29650
Telephone:   (864)  848-2760
Facsimile:     (864)  848-2759


     or  such  other  address  or  to  the attention of such other person as the
recipient  party  shall  have  specified  by prior written notice to the sending
party.  Any  notice under this Agreement shall be deemed to have been given when
so  delivered  or  sent or, if mailed, five days after deposit in the U.S. mail.

     Situs.  This  Agreement  shall  be controlled, construed and governed under
     -----
the laws of the State of Florida regardless of the fact that one or more parties
is  now,  or  may  become, residents of another state, and without regard to any
conflict  of  laws.

     Amendment.  This  Agreement may not be amended changed, altered or modified
     ---------
except  by  a  writing  signed  by  Executive  and  the  Company.

     Severability.  If  any  Paragraph, clause or provision of this Agreement is
     ------------
or  becomes illegal, invalid or unenforceable because of present or future laws,
rules  or  regulations of any governmental body, or become unenforceable for any
reason,  the  intention of Executive and the Company is that the remaining parts
of  this  Agreement  shall  not  be  thereby  affected.


<PAGE>
     Entire  Agreement.  This  Agreement  sets  forth  all  of  the  promises,
     -----------------
covenants,  agreements, conditions and understandings between the parties hereto
     ----
with  respect  to  the  subject  matter  hereof,  and  supersedes  all prior and
contemporaneous agreements, understandings, inducement or conditions, express or
implied,  oral  or  written,  with  respect thereto, except as contained herein.
Moreover,  no  waiver  by  any  party  of  any  condition or breach or any term,
covenant,  representation  or  warranty  contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed or construed
as  a further or continuing waiver of any such condition or breach, nor shall it
be  deemed or construed as a waiver of any other condition or as a waiver of the
breach of any other term, covenant, representation or warranty set forth in this
Agreement.

     Captions.  The  captions  of  the  various  Paragraphs  are  solely for the
     --------
convenience of the parties hereto and shall not control or affect the meaning or
     -
construction  of  this  Agreement.

     Specific  Performance.  If  a  party to this Agreement fails to comply with
     ---------------------
any  of  the  covenants,  provisions  or conditions contained in this Agreement,
then,  in  addition  to  any  other  remedy  provided  by  law  or  equity,  the
non-defaulting  part  shall  be  entitled to equitable relief including, without
limitation,  the  right  to  specific performance of the terms and conditions of
this  Agreement.

     Counterparts.  This  Agreement may be executed in one or more counterparts,
     ------------
each  of  which shall constitute an original Agreement but all of which together
shall  constitute  one  and  the  same  instrument.

     Non-Assignable.  This  Agreement  is  personal  to Executive and he may not
     ---------------
assign  this  Agreement.  Any  attempted  assignment  shall  be  null  and void.


          *   *   *   *   *

<PAGE>


     IN WITNESS WHEREOF, by its duly authorized officer, has executed and sealed
this  Agreement  the  day  and  year  first  above  written.


AIRCRAFT  SERVICES  INTERNATIONAL  GROUP,  INC.

     By:_____________________________________________

Its:
_
___________________________________________


     _______________________________________________
Stephen  D.  Townes


<PAGE>