EXHIBIT  10.12



                                    AMENDMENT
                       TO THE RANGER AEROSPACE CORPORATION
     SECURITYHOLDERS  AGREEMENT
     --------------------------

     THIS  AMENDMENT  (the  "Amendment")  to  the  Ranger  Aerospace Corporation
                             ---------
SecruityHolders  Agreement dated April 1, 1998 (the "SecurityHolders Agreement")
                                                     -------------------------
between  John  Hancock  Mutual Life Insurance Company, CIBC Wood Gundy Ventures,
Inc., Gene Z. Salkind, M.D., trustee of the Danielle Schwartz Trust UAD 10/1/93,
and  each  other  Person  designated  as  an  Investor  on  the  Schedule  of
Securityholders  attached  thereto and each Person designated as an Executive on
the  Schedule of Securityholders attached thereto is entered into by and between
the  Securityholders  and  George  W.  Watts  ("Watts")  as  of  March  7, 2000.
                                                -----
Capitalized  terms  used in this Amendment and not defined herein shall have the
meaning  set  forth  for  such  terms  in  the  SecurityHolders  Agreement.

     WHEREAS,  the  parties  hereto  desire  to  amend certain provisions of the
SecurityHolders  Agreement  as set forth herein in connection with certain other
agreements  entered into by and between the Company or certain of its Affiliates
and  Stephen  D.  Townes  ("Townes")  or  Watts;
                            ------

     NOW  THEREFORE,  in  consideration of the mutual covenants contained herein
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties to this Amendment hereby agree that the
SecurityHolders  Agreement  is  amended  as  follows:

1.     The  SecurityHolders  Agreement is hereby amended by adding the following
language  to  the  end  of  Paragraph  3(c):

"For purposes of this Paragraph 3(c), if  Watts or Townes owns any Securities in
the  Company,  such person shall be considered an Other Investor, and shall have
all  the  rights and obligations of Other Investors provided or imposed pursuant
to  this Paragraph 3(c); provided, however, if (A) such person is still employed
                         -----------------
by the Company (or any Subsidiary or other Affiliate of the Company) and (B) the
Transfer  of  SecurityHolder  Securities by the Transferring Investor(s) and any
related  Transfer  of  Securities  by  the Other Investors (excluding Townes and
Watts)  exercising  their  participation  rights  under  this  Paragraph 3(c) or
otherwise  involves  a Transfer of less than 50% of the total outstanding Common
Stock  and  of less than 50% of the total outstanding Securities of the Company,
then  the  total value of Securities that may be sold by such person pursuant to
this  Paragraph 3(c) shall be no greater than such person's annual salary at the
time  of  such  Transfer.

2.     The  SecurityHolders Agreement is hereby amended to provide that, without
limiting  any  other provision of this Amendment, (i) Watts shall be entitled to
Transfer  any  Securities  owned  by  him  pursuant  to  Section  3  of  the
SecurityHolders  Agreement  as  if he were an Executive, and (ii) Watts shall be
considered  an  Other  SecurityHolder  for  purposes  of  Paragraph  4  of  the
SecurityHolders  Agreement.

3.     The  SecurityHolders  Agreement is hereby amended by adding the following
new  Paragraph  20:

20.     Ranger  Name  and  Related  Names  &  Marks
        -------------------------------------------

     If  Stephen D.  Townes is no longer employed by the Company for any reason,
then  within  6  months  of  the  date  of  his termination, the Company and its

<PAGE>

subsidiaries  and  affiliates  shall  take  all  actions reasonably necessary or
desirable  to  transfer  all  of  their rights to the names "Ranger" and "Ranger
Aerospace  Corporation"  to him and shall cease all use of such names after such
transfer.  He  shall  cooperate  with  the  Company  to  effect  such  transfer.
Notwithstanding  the  preceding  two  sentences,  if  the Company has issued any
securities  through a public offering, the Company shall retain all of its right
and  title  to the names "Ranger" and "Ranger Aerospace Corporation" and Stephen
Townes  shall  have no right to use such names for any purpose without the prior
written  consent  of  the  Company

4.     The Investors hereby represent and warrant that the parties listed on the
signature  pages  hereof,  excluding Watts, constitute all of the parties to the
SecurityHolders  Agreement  and  that  there  are  no  other  amendments  to the
SecurityHolders  Agreement  other  than  this  Amendment.

                                *   *   *   *   *


<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment as of
the  date  first  written  above.

     RANGER  AEROSPACE  CORPORATION,
a  Delaware  corporation  (the  "Company")


     By:_________________________________

     Its:_________________________________


     INVESTORS

JOHN  HANCOCK  MUTUAL  LIFE  INSURANCE  COMPANY


     By:_________________________________

     Its:_________________________________


     CIBC  WOOD  GUNDY  VENTURES,  INC.


     By:_________________________________

     Its:_________________________________


     DANIELLE  SCHWARTZ  TRUST,
UAD  10/1/93


     By:_________________________________

     Its:_________________________________


<PAGE>
     RANDOLPH  STREET  PARTNERS  II


     By:_________________________________

     Its:_________________________________


     ____________________________________
GREGORY  ENGLES

     *******************

     EXECUTIVES


     ____________________________________
STEPHEN  D.  TOWNES


     ********************


____________________________________
     GEORGE  W.  WATTS



<PAGE>