EXHIBIT  10.16

         RANGER AEROSPACE CORPORATION
     NONQUALIFIED  STOCK  OPTION  AGREEMENT
     --------------------------------------

     March  7,  2000


George  W.  Watts


Re:     Ranger  Aerospace  Corporation  (the  "Company")
                                               -------
Grant  of  Nonqualified  Stock  Option
--------------------------------------

Dear  George:

     The  Company  is  pleased  to  advise  you  that its Board of Directors has
granted to you a stock option (an "Option"), as provided below, under the Ranger
                                   ------
Aerospace  Corporation  1999  Stock Option Plan (the "Plan"), a copy of which is
                                                      ----
attached  hereto  and  incor-porated  herein  by  reference.

     1.     Definitions.  For  the  purposes  of  this  Agreement, the following
            -----------
terms  shall  have  the  meanings  set  forth  below:

     "Board"  shall  mean  the  Board  of  Directors  of  the  Company.
      -----


<PAGE>

                                      -84-

     "Cause"  shall  mean  (i) your theft or embezzlement, or attempted theft or
      -----
embezzlement,  of  money  or property of the Company or any of its subsidiaries,
your perpetration or attempted perpetration of fraud, or your participation in a
fraud  or  attempted  fraud,  on  the Company or any of its subsidiaries or your
unauthorized  appropriation  of,  or  your  attempt  to  misap-propriate,  any
substantial  tangible  or intangible assets or property of the Company or any of
its  subsidiaries,  (ii)  your  conviction  of any criminal felony involving the
Company  or  any  of  its  subsidiaries,  or  (iii)  your  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 your employment with the Company for Cause.
Should  the  Company  and  you  be  unable  to  agree on whether or not the your
conduct,  acts  or  omissions  constitute Cause within thirty (30) business days
after  your  employment with the Company has been terminated, the controversy as
to  whether  your  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  of the arbitrators 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.

     "Code"  shall  mean  the Internal Revenue Code of 1986, as amended, and any
      ----
successor  statute.

     "Committee"  shall  mean the Stock Option Committee or such other committee
      ---------
of  the Board which may be designated by the Board to administer the Plan, or in
the  absence  of any such committee, the Board.  The Committee shall in no event
be  comprised  of  less  than  two  directors.

     "Common  Stock"  shall  mean the Company's Class B Non-Voting Common Stock,
      -------------
par  value $.01 per share, or, in the event that the outstanding Common Stock is
hereafter  changed  into  or  exchanged for different stock or securities of the
Company,  such  other  stock  or  securi-ties.

     "Company"  shall mean Ranger Aerospace Corporation, a Delaware corporation.
      -------

     "Disability"  shall  mean your inability, due to illness, accident, injury,
      ----------
physical  or  mental  incapacity  or other disabil-ity, to carry out effectively
your duties and obligations to the Company or its subsidiaries or to participate
effectively  and  actively in the manage-ment of the Company or its subsidiaries
for  a  period  of at least 180 consecutive business days or for shorter periods
aggregating  at  least 360 business days (whether or not consecutive) during any
twenty-four-  month  period,  as  determined  in  the reasonable judgment of the
Board.

     "EBITDA"  for  any  fiscal  year,  shall  mean  the  Company's consolidated
      ------
earnings  before  any  charge for interest, taxes, depreciation or amortization.
      -

     "Fair Market Value" means the average of the closing prices of the sales of
      -----------------
each  class  of  common  stock  on all securities exchanges on which the Company
Stock  may  at  the  time be listed, or, if there have been no sales on any such
exchange  on  any day, the average of the highest bid and lowest asked prices on
all  such  exchanges  at  the  end  of  such  day,  or, if on any day a class of
Executive  Stock  is  not  so  listed, the average of the representative bid and
asked  prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if
on  any  day  a class of Executive Stock is not quoted in the NASDAQ System, the
average  of  the highest bid and lowest asked prices on such day in the domestic
over-the-counter  market  as  reported  by  the  National  Quotation  Bureau
Incorporated,  or any similar successor organization, in each such case averaged
over  a  period  of  21 business days consisting of the day as of which the Fair
Market  Value  is being determined and the 20 consecutive business days prior to
such  day.  If  at  any  time  a  class  of Executive Stock is not listed on any
securities  exchange  or  quoted  in  the  NASDAQ System or the over-the-counter
market, the Fair Market Value shall be the fair value of the shares of Executive
Stock  determined  reasonably  in  good  faith  by  the  Board.


<PAGE>
     If  you  disagree  in any respect with the calculation of Fair Market Value
determined  by  the  Board,  you  may  within  30  business  days  after  such
determination  deliver  a  statement  to  the  Company  disagreeing  with  such
calculation and setting forth your calculation of such amount (the "Statement of
                                                                    ------------
Disagreement").  Any  such  Statement  of  Disagreement shall state the basis of
------------
such  disagreement.  If  you  do  not  deliver  such a Statement of Disagreement
---
within such 30 day period, the calculation of Fair Market Value as determined by
---
the  Board  shall  be conclusive and binding.  If a Statement of Disagreement is
delivered to the Company, the Company and you shall, during the 30 business days
following  such  delivery,  use  our best efforts to reach agreement on the Fair
Market  Value.  Any such agreement reached shall be conclusive and binding.  If,
during such 30 business day period, the Company and you are unable to reach such
agreement,  each of us shall promptly, but in no case more than 10 business days
thereafter,  appoint  an  independent  nationally  recognized investment banking
firm,  which  firms  shall then, within 10 business days, jointly select a third
independent  and  impartial  nationally  recognized investment banking firm (the
"Investment  Banking  Firm")  to  resolve  such  disagreement and determine Fair
   -----------------------
Market  Value.  The Investment Banking Firm, acting in a neutral capacity, shall
   --
review this Agreement  and the Statement of Disagreement, and shall make its own
calculation  of Fair Market Value.  The Investment Banking Firm shall deliver to
the  Company  and  you,  as promptly as practicable, but in no case more than 30
business  days,  after  its retention, a report setting forth the calculation of
Fair  Market  Value.  Such  report  shall be final and binding.  The cost of the
Investment  Banking  Firm  shall  be  borne  by  the  Company  and  you equally.

     "Good Reason" shall mean any of the following: (a) the Company reduces your
      -----------
base  salary;  (b)  the Company assigns to you any duties inconsistent with your
duties or responsibilities as Executive Vice President of the Company or changes
your  reporting  responsibilities  or  title;  (c)  the  Company  or  any of its
affiliates  breaches  any  of the terms of this agreement or any other agreement
between  the  Company or any of its affiliates and you which breach is not cured
within fifteen (15) days of receipt by the Company of written notice from you of
such  breach.

     "Independent Third Party" means any person who does not own in excess of 5%
      -----------------------
of  the Company's Common Stock on a fully-diluted basis, who is not controlling,
controlled  by  or  under common control with any such 5% owner of the Company's
Common  Stock  and  who  is  not the spouse, ancestor or descendant (by birth or
adoption)  of  any  such  5%  owner  of  the  Company's  Common  Stock.


<PAGE>
     "Option  Shares"  shall  mean  (i)  all  shares  of  Common Stock issued or
      --------------
issuable  upon  the  exercise  of the Option and (ii) all shares of Common Stock
      -
issued  with  respect to the Common Stock referred to in clause (i) above by way
of  stock  dividend or stock split or in connection with any conversion, merger,
consol-idation  or recapitalization or other reorganization affecting the Common
Stock.  Option  Shares  shall  continue  to be Option Shares in the hands of any
holder  other than you (except for the Company or the Original Stockholders and,
to  the  extent  that  you  are  permitted to transfer Option Shares pursuant to
paragraph  13  or  15 hereof, purchasers pursuant to a public offering under the
Securities  Act),  and  each such transferee thereof shall succeed to the rights
and  obligations  of  a  holder  of  Option  Shares  hereunder.

     "Public  Sale" means any sale of Option Shares to the public pursuant to an
      ------------
offering registered under the Securi-ties Act or to the public through a broker,
dealer  or market maker pursuant to the provisions of Rule 144 adopted under the
Securities  Act.

     "Qualified  Sale  of  the Company" means a Sale of the Company prior to the
      --------------------------------
Expiration  Date  of  your  Option  to  an  Independent Third Party in which all
securities  owned  by  John  Hancock  Mutual  Life  Insurance  Company  and  its
affiliates  and  CIBC  Wood  Gundy  Ventures  Inc. and its affiliates, including
(without  limitation)  any such securities issued pursuant to (i) the Securities
Purchase  Agreement  dated  as of April 1, 1998 by and among the Company and the
Purchasers  named therein and (ii) the Securities Purchase Agreement dated as of
August  12, 1999 by and among the Company and the Purchasers named therein ("the
Securities  Purchase  Agreements"),  are sold, redeemed or receive distributions
--------------------------------
with  respect  thereto,  for  an  amount,  payable in cash or readily marketable
--
securities,  equal  to  the  original  issuance  price thereof plus a cumulative
--
annual  internal  rate  of  return  (the  "IRR")  in excess of 15% as determined
--
reasonably  and  in  good  faith  by  the  Board  (after taking into account any
--
dilution  suffered  with  respect  to  such securities in connection with such a
--
Qualified  Sale  of the Company as the result of the acceleration of any vesting
--
provisions applicable to any securities of the Company or any rights, options or
warrants  to  purchase  any  securities  of  the  Company including the Home Run
Vesting  Shares.)

     If you disagree in any respect with the calculation of IRR as determined by
the  Board,  you  may within 30 business days after such determination deliver a
statement  to  the  Company  disagreeing with such calculation and setting forth
your calculation of such amount (the "IRR Statement of Disagreement").  Any such
                                      -----------------------------
IRR  Statement  of  Disagreement shall state the basis of such disagreement.  If
you  do  not  deliver  such  a  IRR Statement of Disagreement within such 30 day
period,  the  calculation  of IRR as determined by the Board shall be conclusive
and  binding.  If  a  IRR Statement of Disagreement is delivered to the Company,
the  Company and you shall, during the 30 business days following such delivery,
use  our best efforts to reach agreement on the IRR.  Any such agreement reached
shall  be  conclusive  and binding.  If, during such 30 business day period, the
Company  and  you are unable to reach such agreement, each of us shall promptly,
but  in  no  case  more than 10 business days thereafter, appoint an independent
nationally recognized investment banking firm, which firms shall then, within 10
business  days,  jointly  select  a  third  independent and impartial nationally
recognized  investment  banking  firm (the "Investment Banking Firm") to resolve
                                            -----------------------
such  disagreement  and  determine IRR. The Investment Banking Firm, acting in a
neutral  capacity,  shall  review  this  Agreement  and  the  IRR  Statement  of
Disagreement, and shall make its own calculation of IRR.  The Investment Banking
Firm shall deliver to the Company and you, as promptly as practicable, but in no
case more than 30 business days, after its retention, a report setting forth the
calculation  of  IRR.  Such report shall be final and binding.  The cost of such
review  and  report  shall  be  borne  by  the  Company  and  you  equally.

<PAGE>
     "Sale  of  the Company" means a merger or consolida-tion effecting a change
      ---------------------
in  control  of the Company, a sale of all or substantially all of the Company's
assets  or  a sale of a majority of the Company's outstanding voting securities.

     "Securities  Act"  means  the  Securities  Act of 1933, as amended, and any
      ---------------
successor  statute.

     "Significant  Stockholders"  shall  mean any person or entity which owns at
      -------------------------
least  2%  of the shares of the Company's Common Stock on a fully diluted basis.

     "Termination  Date"  means the date on which you cease to be an employee of
      -----------------
the  Company  or  its  subsidiaries  for  any  reason.

     2.     Option.
            ------

     (a)     Terms.  Your  Option  is  for  the purchase of up to 2546 shares of
             -----
Common  Stock  (the "Option Shares") at a price of $100 per share (the "Exercise
                     -------------                                      --------
Price"),  payable  upon  exercise  as  set  forth in paragraph 2(b) below.  Your
 ----
Option  shall expire at the close of business on March 31, 2008 (the "Expiration
 ----                                                                 ----------
Date"),  subject  to  earlier  expiration as provided in paragraph 3(c) below or
----
upon  termination  of  your employment as provided in paragraph 4(b) below. Your
---
Option  is  not intended to be an "incentive stock option" within the meaning of
--
Section  422A  of  the  Code.

     (b)     Payment of Option Price.  Subject to paragraph 3 below, your Option
             -----------------------
may  be  exercised  in  whole  or in part upon payment of an amount (the "Option
                                                                          ------
Price")  equal  to the product of the Exercise Price multiplied by the number of
    -
Option  Shares  to be acquired.  Payment shall be made (i) in cash (including by
check,  bank  draft or money order), (ii) if permitted by the Board, by delivery
of  a  promissory  note with such terms and conditions as may be approved by the
Board,  (iii)  by  the  surrender  to the Company of Common Stock of the Company
having  a  Fair  Market Value equal to the Option Price, or (iv) by delivering a
written  notice to the Company that you are exercising the Option by authorizing
the  Company  to  withhold  from  issuance  a  number  of shares of Common Stock
issuable  upon  such  exercise  of the Option which, when multiplied by the Fair
Market  Value  of  the  Common  Stock,  is  equal  to the Option Price (and such
withheld  shares  shall  no  longer  be  issuable  under  this  Option).


     3.     Exercisability/Vesting.
            ----------------------

     (a)     Vesting.  Your  Option  may  be exercised only to the extent it has
             -------
become  vested.

<PAGE>
     (b)     Time  Vesting.  423  of the Option Shares issuable upon exercise of
             -------------
your Option are subject to time vesting (the "Time Vesting Shares") as described
                                              -------------------
below.  Your Option shall become vested with respect to the Time Vesting Shares,
40% on the date hereof, and thereafter on March 31st of each year at the rate of
20%  per  year  beginning March 31, 2000, and ending on March 31, 2002, if as of
each such date you are still employed by the Company or one of its subsidiaries.
If you cease to be employed by the Company or its subsidiaries on any date other
than  March 31 of any year included above, the percentage of your Option that is
vested  shall equal the percentage of your Option which was vested as of the end
of  the  immediately  preceding  fiscal  quarter  of  the  Company.

     (c)     Performance  Vesting.     850  of  the  Option Shares issuable upon
             --------------------
exercise  of  your  Option  are  subject to accelerated performance vesting (the
"Performance  Vesting  Shares")  as  described  below.  Your Option shall become
    -------------------------
vested  with  respect to the Performance Vesting Shares, 40% on the date hereof,
and  thereafter,  based  upon  the  achievement by the Company on a consolidated
basis  of  certain  EBITDA  targets  as  set forth in the following schedule (as
adjusted,  the  "Target EBITDA"), if as of each such date you are still employed
                 -------------
by  the  Company  or  one  of  its  subsidiaries:

                                 Cumulative Percentage of
                                Performance Vesting Shares
                      Year Ended     Target EBITDA     Vested
                    ------------     -------------     ------

                           March 31, 2000     $18,420,000     60%
                -------------------------     -----------     ---

                           March 31, 2001     $20,220,000     80%
                                              -----------     ---

                          March 31, 2002     $21,880,000     100%
               -------------------------     -----------     ----

     All  or  any  portion  of the EBITDA that is in excess of the Target EBITDA
(the  "Excess  EBITDA")  for  any  year  may  be  carried  back  and included in
       --------------
calculation  of EBITDA for any of the 3 immediately preceding years in the event
      ---
that Target EBITDA was not met in any of such 3 preceding years.   If the Target
EBITDA  of the Company for any year is met due to the carryback of Excess EBITDA
from  a  succeeding  year  pursuant  to this paragraph, your Option shall become
vested  as  of  the  end  of  the succeeding year in which the Excess EBITDA was
actually generated.  Any carry back of Excess EBITDA from any year shall be made
first to the most recently preceding year in which the Company failed to achieve
Target  EBITDA,  and  thereafter  to  prior years in which the Company failed to
achieve  Target EBITDA  in reverse chronological order.  In no case shall Excess
EBITDA  be carried back to a year that is more than 3 years prior to the year in
which  the  Excess  EBITDA  is actually generated.  In order for your Options to
vest  for  a  preceding  year  as  a  result  of the carry back of Excess EBITDA
according  to  this paragraph, you must be employed as of the end of the year in
which  the  Excess  EBITDA  was  actually  generated.


<PAGE>
     Target  EBITDA  shall  be  adjusted  from  time  to  time  by  the Board in
connection with the acquisition by the Company of any other business or interest
therein.  In  connection  with  any such acquisition, the Board will approve and
adopt  revised  levels  of  Target  EBITDA for each fiscal year remaining during
which  Performance  Vesting  Shares  are  subject  to  vesting  pursuant to this
paragraph  3(c).  The  revised  Target  EBITDA  shall  be  determined based upon
financial  projections  for the Company approved by the Board in connection with
its  approval  of  such  acquisition  transaction;  provided,  however  that any
increase  in  Target  EBITDA  may  not be greater than the projected incremental
EBITDA  of  the  Company  associated  with  such  acquisition  transaction.

     The  effective date of vesting shall be March 31 of any year included above
even  though  EBITDA  for  the related period may not be determined until a date
thereafter.  If  you  cease to be employed by the Company or its subsidiaries on
any  date other than March 31 of any year included above, the percentage of your
Option that is vested shall equal the percentage of your Option which was vested
as  of  the  immediately  preceding  fiscal  quarter  of  the  Company.

     Except  as otherwise provided herein, if any portion of your Option has not
vested as of the date on which such portion of your Option is eligible to become
vested  pursuant  to  this  Agreement,  such  portion  shall  be  automatically
transferred  to  the  Company  without  any  consideration  to  you.

     (d)     Home Run Vesting.  1273 of the Option Shares issuable upon exercise
             ----------------
of  your  Option  are  subject  to accelerated "home run" vesting (the "Home Run
                                                                        --------
Vesting  Shares") upon a Sale of the Company in which all securities outstanding
    -----------
as  of  the  date  of  this Agreement and then owned by John Hancock Mutual Life
Insurance  Company  and its affiliates and CIBC Wood Gundy Ventures Inc. and its
affiliates,  including  (without limitation) any such securities issued pursuant
to  (i) the Securities Purchase Agreement dated as of April 1, 1998 by and among
the  Company  and  the Purchasers named therein and (ii) the Securities Purchase
Agreement  dated  as  of  August  12,  1999  by  and  among  the Company and the
Purchasers  named  therein  ("the  Securities  Purchase  Agreements"), are sold,
                                   --------------------------------
redeemed  or  receive distributions with respect thereto, for an amount, payable
in cash or readily marketable securities, equal in the aggregate to the original
issuance  price  thereof  plus  a  cumulative  annual internal rate of return in
excess  of  35%  as  determined reasonably and in good faith by the Board (after
taking  into  account  any  dilution suffered with respect to such securities in
connection  with  such  a  Qualified  Sale  of  the Company as the result of the
acceleration  of  any  vesting  provisions  applicable  to any securities of the
Company  or  any  rights,  options or warrants to purchase any securities of the
Company, including the Home Run Vesting Shares.)   If Executive disagrees in any
respect  with  the calculation of IRR determined by the Board, such disagreement
shall  be  resolved  by  the  same procedures for resolving disagreements in the
calculation  of  Fair  Market  Value  set  forth  in  the  definition  thereof.

     (e)     Termination  of  Employment.  Notwithstanding paragraphs 3(a), (b),
             ---------------------------
(c)  and  (d)  above,  the  following  special vesting rules shall apply if your
employment  with  the  Company  and  its  subsidiaries  terminates  prior to the
Expiration  Date:


<PAGE>
          (i)     Termination  Without  Cause.  If your employment is terminated
                  ---------------------------
(i)  by  the  Company  or one of its subsidiaries without Cause, or, (ii) by you
with  Good  Reason,  your  Option shall be fully exercisable with respect to the
number  of  Option Shares that were exercisable on the date of such termination.
Any  portion  of  your  Option  that  was  not  exercisable  on the date of such
termination  (after  giving  effect  to  any acceleration under this clause (i))
shall  expire  and  be  for-feited.

          (ii)     Termination  for Cause.  If you are discharged by the Company
                   ----------------------
or  one  of  its  subsidiaries  for  Cause,  all  of  your Option not previously
exercised  shall  immediately  expire  and  be  forfeited  whether  vested  and
exercisable  or  not.

          (iii)     Other  Termination  of  Employment.  Unless  otherwise
                    ----------------------------------
determined  by the Committee, if your employment terminates for any reason other
than  upon  the  termination  of  your  employment  by the company or one of its
subsidiaries  (whether  with  or  without  Cause),  your  Option  shall be fully
exercisable  with  respect  to  that  portion of your Option that was vested and
exercisable on your Termination Date and any portion of your Option that was not
vested  and  exercisable on your Termination Date shall expire and be forfeited.

     The  number  of  Option  Shares  with  respect  to which your Option may be
exer-cised  shall  not  increase once you cease to be employed by the Company or
its  subsidiaries.

     (f)     Acceleration  of  Vesting  on Sale of the Company.  Notwithstanding
             -------------------------------------------------
any  other  provision  hereof  to  the  contrary,  if you have been continuously
employed  by  the  Company  or  one  of  its  subsidiaries from the date of this
Agreement until a Sale of the Company, provided that such Sale of the Company is
a  Qualified  Sale of the Company, the portion of your outstanding Option, other
than  the  Home  Run  Vesting  Shares  which  shall vest only in accordance with
paragraph  3(d)  hereof,  which  has not become vested at the date of such event
shall  immedi-ately  vest  and  become  exercisable  with respect to 100% of the
Option  Shares immediately prior and subject to the consummation of such Sale of
the  Company.  Any  portion of your Option which has not been exercised prior to
or  in connection with a Sale of the Company (whether or not a Qualified Sale of
the  Company)  shall  be forfeited immediately prior to the consummation of such
Sale  of the Company, unless otherwise determined by the Committee or the Board.

     (g)     Automatic  Vesting.  If  as of January 28, 2007, all or any portion
             ------------------
of  your Option Shares have not become vested pursuant to this paragraph 3, such
unvested Option Shares shall automatically become vested, if as of such date you
are  still  employed  by  the  Company  or  one  of  its  subsidiaries.

     4.     Expiration  of Option.  In no event shall any part of your Option be
            ---------------------
exercisable  after  the  Expiration  Date  set  forth  in  paragraph 2(a) above.


<PAGE>
     5.     Procedure for Exercise.  You may exercise all or any portion of your
            ----------------------
Option,  to  the  extent  it has vested and is outstanding, at any time and from
time  to  time  prior  to  its  expiration,  by delivering written notice to the
Company  (to  the  attention  of  the  Company's  Secretary)  and  your  written
acknowledgment  that  you have read and have been afforded an opportunity to ask
questions  of  management  of  the  Company  regarding  all  financial and other
information  provided to you regarding the Company, together with payment of the
Option  Price  in  accordance with the provisions of paragraph 2(b) above.  As a
condition  to  any  exercise  of  your  Option,  you  shall  make  all customary
investment  representations  which  the  Company  reasonably  requires.

     6.     Securities  Laws Restrictions and Other Restric-tions on Transfer of
            --------------------------------------------------------------------
Option  Shares.  You  represent  that when you exercise your Option you shall be
--------------
purchasing  Option Shares for your own account and not on behalf of others.  You
--
understand  and  acknowledge  that  federal and state securities laws govern and
restrict  your  right  to  offer, sell or otherwise dispose of any Option Shares
unless  your  offer,  sale  or other disposition thereof is registered under the
Securities  Act  and  state securi-ties laws, or in the opinion of the Company's
counsel,  such  offer,  sale or other disposition is exempt from registration or
qualification thereunder.  You agree that you shall not offer, sell or otherwise
dispose  of any Option Shares in any manner which would: (i) require the Company
to  file  any registration statement with the Securities and Exchange Commission
(or  any  similar  filing  under  state  law) or to amend or supplement any such
filing  or  (ii) violate or cause the Company to violate the Securities Act, the
rules  and regulations promulgated thereunder or any other state or federal law.
You  further understand that the certificates for any Option Shares you purchase
shall  bear  such  legends  as  the  Company  deems  necessary  or  desirable in
connection  with  the  Securities  Act  or  other  rules,  regulations  or laws.

     7.     Non-Transferability  of  Option.  Your Option is personal to you and
            -------------------------------
is  not  transferable by you except upon your death pursuant to your will or the
laws  of  descent  and  distribution.  During  your  lifetime  only you (or your
guardian  or  legal  representative)  may exercise your Option.  In the event of
your  death,  your  Option  may  be  exercised  only  (i)  by  the  executor  or
administrator  of your estate or the person or persons to whom your rights under
the  Option shall pass by will or the laws of descent and distribution (and such
executor, or administrator or other person or persons shall continue to be bound
by  all  the  provisions  of  this  Option,  including,  without limitation, the
provisions  of  paragraph  12)  and  (ii)  to  the extent that you were entitled
hereunder  at  the  date  of  your  death.

     8.     Conformity  with  Plan.  Your  Option  is intended to conform in all
            ----------------------
respects  with,  and is subject to all applicable provisions of, the Plan (which
is  incorporated  herein by refer-ence).  Inconsistencies between this Agreement
and  the  Plan  shall  be resolved in accordance with the terms of the Plan.  By
execut-ing  and  returning  the enclosed copy of this Agreement, you acknowledge
your  receipt of this Agreement and the Plan and agree to be bound by all of the
terms  of  this  Agreement  and  the  Plan.


<PAGE>
     9.     Rights  of  Participants.  Nothing in this Agreement shall interfere
            ------------------------
with  or  limit in any way the right of the Company to terminate your employment
at  any  time (with or without Cause), nor confer upon you any right to continue
in  the  employ  of the Company or its subsidiaries for any period of time or to
continue  your  present  (or  any  other) rate of compensation.  Nothing in this
Agreement  shall  confer  upon  you  any  right  to  be selected again as a Plan
participant,  and  nothing  in  the Plan or this Agreement shall provide for any
adjustment  to  the  number  of  Option  Shares  subject to your Option upon the
occurrence  of  subsequent  events  except  as  provided  in paragraph 11 below.

     10.     Withholding  of Taxes.  The Company shall be entitled, if necessary
             ---------------------
or  desirable,  to  withhold  from  you  from any amounts due and payable by the
Company to you (or secure payment from you in lieu of withholding) the amount of
any  income  tax  withholding  due  from  the Company with respect to any Option
Shares  issuable under this Plan, and the Company may defer such issuance unless
indemnified  by  you  to  its  satisfaction.

     11.     Adjustments.  In  the  event of a reorganization, recapitalization,
             -----------
stock  dividend  or stock split, or combination or other change in the shares of
Common Stock, the Board or the Committee shall, in order to prevent the dilution
of  rights  under  your  Option  and may, in order to prevent the enlargement of
rights under your Option, make such adjustments in the number and type of shares
authorized by the Plan, the number and type of shares covered by your Option and
the  Exercise  Price  specified  herein  as  may  be reasonably determined to be
appropriate and equitable and to preserve all of your rights, under your Option.
The  issuance  by  the  Company  of  shares of stock of any class, or options or
securities  exercisable  or  convertible  into shares of stock of any class, for
cash  or  property,  or for labor or services, either upon direct sale, upon the
exercise  of  rights  or  warrants  to  subscribe  therefor, or upon exercise or
conversion  of  other securities, shall not affect, and no adjust-ment by reason
thereof  shall  be made with respect to, the number or price of shares of Common
Stock  then  subject  to  any  Options.

     12.     Right  to  Purchase  Option  Shares  Upon  Your  Termina-tion  of
             -----------------------------------------------------------------
Employment  for  Cause.
         -------------

     (a)     Repurchase  of  Option Shares.  If your employment with the Company
             -----------------------------
and  its  subsidiaries  shall  be  terminated  by  the  Company  or  one  of its
subsidiaries for Cause, then the Company shall have the option to repurchase all
or  any  part  of  the  Option  Shares issued or issu-able upon exercise of your
Option,  whether  held  by you or by one or more of your transferees, at a price
per  share  equal to the Exercise Price of such share (the "Repurchase Option").
                                                            -----------------


<PAGE>
     (b)     Repurchase  by  Company.  The  Company may elect to purchase all or
             -----------------------
any  portion of the Option Shares by delivery of written notice (the "Repurchase
                                                                      ----------
Notice")  to  you  or  any other holders of the Option Shares within 45 business
------
days  after  your  Termina-tion  Date  (the  "Company  Election  Period").  The
---                                           -------------------------
Repurchase  Notice  shall  set  forth the number of Option Shares to be acquired
---
from you (or upon your death, from other holder(s)), the aggregate consideration
---
to  be  paid  for  such  shares  and  the  time and place for the closing of the
transaction.  If,  following your death, Option Shares are held by more than one
person,  the  Company shall purchase the shares elected to be purchased from the
holders  thereof,  pro  rata according to the number of shares held by each such
holder at the time of delivery of such Repurchase Notice (determined as close as
practical  to  the  nearest  whole  shares).

     (c)     Repurchase  by  Significant  Stockholders.  If  for  any reason the
             -----------------------------------------
Company  does  not  elect  to  purchase all of the Option Shares pursuant to the
Repurchase  Option,  then  the  Significant  Stockholders  shall  be entitled to
exercise  the  Company's Repur-chase Option in the manner set forth in paragraph
12(a)  for all or any portion of the number of Option Shares the Company has not
elected to purchase (the "Available Shares").  As soon as practi-cable after the
                          ----------------
Company  has  determined  that there shall be Available Shares, but in any event
within  5 business days after the expiration of the Company Election Period, the
Company  shall  deliver  written notice (the "Option Notice") to the Significant
                                              -------------
Stockholders setting forth the number of Available Shares and the price for each
Available  Share.  Each Significant Stockholder may elect to purchase any number
of  Available  Shares  by  delivering  written  notice  to the Company within 30
business days after receipt of the Option Notice from the Company.  If more than
one  Significant  Stockholder  elects  to purchase the Available Shares and such
elections  exceed the number of Available Shares, the number of Available Shares
to  be  purchased  by  the electing Significant Stockholders shall be allocat-ed
among  them  pro  rata  based upon their relative percentage ownership of Common
Stock  of  the Company on a fully diluted basis.  As soon as practicable, and in
any event within five business days  after the expiration of such 30-day period,
the  Company  shall notify you or any other holder(s) of Option Shares as to the
number  of  Option  Shares  being  purchased  from  you  by  the  Significant
Stockhold-ers  (the  "Supplemental Repurchase Notice").  At the time the Company
                      ------------------------------
delivers  the  Supplemental  Repurchase Notice to you or such other holder(s) of
Option  Shares,  each  Significant Stockholder shall also receive written notice
from  the Company setting forth the number of shares it is entitled to purchase,
the  aggregate  purchase  price  and  the  time  and place of the closing of the
transaction.

     (d)     Closing  of  Repurchase  of  Option Shares.  The purchase of Option
             ------------------------------------------
Shares  pursuant to this paragraph 12 shall be closed at the Company's executive
offices  on  a  date  determined  by  the Company, which date shall be within 45
business  days  after  the  expiration  of  the Company Election Period.  At the
closing,  the purchaser or purchasers shall pay the purchase price in the manner
specified in paragraph 12(a) and you or any other holders of Option Shares being
purchased shall deliver the certificate or certificates representing such shares
to  the  purchaser or purchasers or their nominees, accompanied by duly executed
stock  powers.  Any  purchaser of Option Shares under this paragraph 12 shall be
entitled  to  receive  customary repre-sentations and warranties from you or any
other selling holders of Option Shares regarding good title to such shares, free
and clear of any liens or encumbrances and to require all sellers' signatures to
be  guaranteed  by  a  national  bank  or  reputable  securities  broker.


<PAGE>
     (e)     Manner  of  Payment.  If  the Company elects to purchase all or any
             -------------------
part  of  the  Option  Shares,  including  Option  Shares  held  by  one or more
transferees,  the  Company  shall  pay for such shares: (i) first, by offsetting
amounts  outstanding  under any indebtedness or other obligations owed by you to
the Company or any of its subsidiaries; (ii) by certified check or wire transfer
of  funds  to  the extent such payment would not cause the Company or any of its
subsidiaries  to  violate  the  General Corporation Law of the State of Delaware
(the  "DGCL")  and  would  not  cause  the Company or any of its subsidiaries to
breach  any  debt  or  equity  financing agreement; and (iii) thereafter, with a
subordinat-ed promissory note of the Company.  Such subordinated promissory note
shall  bear interest at the applicable federal rate (which interest shall accrue
and  be  payable  annually  in cash unless otherwise prohibited), shall have all
principal  due  on  the  fifth  anniversary of the date of issuance and shall be
subordinated  on  terms  and  conditions  satisfactory  to  the  holders  of the
Company's and its subsidiaries' existing indebtedness for borrowed money. If any
Significant  Stockholders  elect to purchase all or any portion of the Available
Shares, such Significant -Stockholders shall pay for that portion of such Option
Shares  by  certified  check  or  wire  transfer  of  funds.

     (f)     Repurchase  Restriction.  Notwithstanding  anything to the contrary
             -----------------------
contained in this Agreement, all purchases of Option Shares by the Company shall
be subject to applicable restrictions contained in the DGCL and in the Company's
and  its  subsidiaries'  debt  and  equity  financing  agreements.  If  any such
restrictions  prohibit the purchase of Option Shares hereunder which the Company
is  otherwise  entitled  or  required  to  make,  all  time periods set forth in
paragraph  12  shall  be deemed to be extended so that the Company may make such
repurchase as soon as it is permitted to do so under such restrictions, and upon
purchase  the  Company  shall pay to Executive interest on the purchase price of
Option  Shares  to  be purchased accruing during the period of such extension at
the  lesser  of  9.5% per annum or the highest rate permitted by applicable law.

     13.     Restrictions  on  Transfer  of  Option Shares.  You shall not sell,
             ---------------------------------------------
pledge  or  otherwise transfer any interest in any Option Shares except pursuant
to the provisions of paragraphs 12 or 15 hereof, pursuant to paragraph 3 or 4 of
the  Security  Holders  Agreement  dated April 1, 1998, as amended, or upon your
death  pursuant  to  your  will  or  the  laws  of  descent  and  distribution.

     14.     Additional  Restrictions  on  Transfer.
             --------------------------------------

     (a)     Restrictive  Legend.  The  certificates  representing  the  Option
             -------------------
Shares  shall  bear  the  following  legend:


<PAGE>
"THE  SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH
7,  2000,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR  UNDER  ANY  STATE  SECURITIES  LAWS  AND  MAY  NOT BE SOLD OR
TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  EXEMPTION  FROM  REGISTRATION
THEREUNDER.  THE SECURITIES REPRESENTED BY THIS CERTIF-ICATE ARE ALSO SUBJECT TO
ADDITIONAL  RESTRICTIONS  ON  TRANSFER,  CERTAIN  REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE COMPANY AND GEORGE
W.  WATTS  DATED  AS  OF  MARCH  7, 2000, A COPY OF WHICH MAY BE OBTAINED BY THE
HOLDER  HEREOF  AT  THE  COMPANY'S  PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

     (b)     Holdback.   In connection with any Public Sale, you agree to comply
             --------
with  the  terms of any underwriting agreement (or other related agreement) that
is approved by the Board and entered into by the holders of a majority of shares
in  the  Company.

     15.     Sale  of  the  Company.
             ----------------------

     (a)     Consent  to Sale of the Company.  If the Board and the holders of a
             -------------------------------
majority  of  the Company's Common Stock then out-standing approve a Sale of the
Company (including any Qualified Sale of the Company) (the "Approved Sale"), you
                                                            -------------
shall  consent  to  and  raise  no  objections  against the Approved Sale of the
Company.  If the Approved Sale is structured as a sale of stock, you shall agree
to  sell all of your Option Shares and vested rights to acquire Option Shares on
the  terms and conditions approved by the Board and the holders of a majority of
the  Common  Stock  then  outstanding.  If  the Approved Sale is structured as a
merger,  you  shall  approve  the  merger  and  you  hereby  agree  to waive all
dissenters,  approval  or  similar  rights you may have in connection therewith.
You  shall  take  all  necessary  and  desirable  actions in connection with the
consummation  of  any  Approved  Sale  as  reasonably  requested by the Board or
holders  of  a  majority  of  the  Company's  Common  Stock  then  outstanding.

     (b)     Your  obligations  with respect to the Approved Sale are subject to
the  satisfaction  of the following conditions: (i) upon the consummation of the
Approved  Sale,  you  shall  receive the same form of consideration and the same
portion  of  the  aggregate  consideration  that you would have received if such
aggregate  consideration  had  been  distributed  by  the  Company  in  complete
liquidation  pursuant  to  the rights and preferences set forth in the Company's
Certificate  of Incorporation as in effect immediately prior to the consummation
of  the  Approved Sale; (ii) if any other holder of capital stock of the Company
is  given  an  option as to the form and amount of consideration to be received,
you  shall be given the same option; and (iii) you shall be given an opportunity
to  exercise  all Options vested or vesting in connection with the Approved Sale
prior  to  the  consummation thereof and participate in such sale as a holder of
the  Common  Stock  receivable  upon  exercise  of  such  Options.


<PAGE>
     (c)     Purchaser  Representative.  If  the  Company  or the holders of the
             -------------------------
Company's  securities  enter  into any negotiation or transaction for which Rule
506  (or any similar rule then in effect) promulgated by the Securities Exchange
Commission  may  be  available  with  respect to such negotiation or transaction
(in-cluding  a merger, consolidation or other reorganization), you shall, at the
request  of  the  Company,  appoint a purchaser repre-sentative (as such term is
defined  in  Rule 501) reasonably acceptable to the Company.  If you appoint the
purchaser  repre-sentative  designated by the Company, the Company shall pay the
fees  of  such  purchaser  representative,  but  if  you  decline to appoint the
purchaser  representative  designated  by  the Company you shall appoint another
purchaser  representative  (reasonably acceptable to the Company), and you shall
be  responsible  for  the  fees  of  the  purchaser representative so appointed.

     (d)     Termination  of  Restrictions.  The provisions of this paragraph 15
             -----------------------------
shall  terminate  with respect to any Option Shares when such Option Shares have
been  sold  in  a  Public  Sale.

     16.     Rule 701 under the Securities Act.  The Company and you acknowledge
             ---------------------------------
and  agree  that this Option is a written contract relating to your compensation
by  the  Company.  The  securities issued or issuable to you hereunder are being
issued  in  reliance  on  the  exemption  from registration provided in Rule 701
promulgated  by  the Securities and Exchange Commission under the Securities Act
and  are  "restricted  securities"  within  the  meaning  of  Rule 144 under the
Securities Act.  You hereby covenant and agree that you will sell the securities
issued  or issuable hereunder only pursuant to registration under the Securities
Act,  or  pursuant  to  an  exemption  from  registration  available thereunder.

     17.     Remedies.  The  parties hereto (and the Significant Stockholders as
             --------
third-party  beneficiaries) shall be entitled to enforce their rights under this
Agreement  specifically,  to  recover  damages  by  reason  of any breach of any
provision  of  this Agreement and to exercise all other rights existing in their
favor.  The parties hereto acknowledge and agree that money damages would not be
an  adequate  remedy for any breach of the provisions of this Agreement and that
any  party hereto (and any Significant Stockholder as a third-party beneficiary)
may,  in  its  sole discretion, apply to any court of law or equity of competent
jurisdiction  for specific performance and/or injunctive relief (without posting
bond  or  other  security)  in  order to enforce or prevent any violation of the
provisions  of  this  Agreement.

     18.     Amendment.  Except  as  otherwise provided herein, any provision of
             ---------
this  Agreement  may be amended or waived only with the prior written consent of
you  and the Company; provided that no provision of paragraph 12, 13, 14, 15, or
17  or  of  this paragraph 18 may be amended or waived without the prior written
consent  of  the  Significant  Stockholders  owning  a majority of the shares of
Common  Stock  held  by  all  Significant Stockholders on a fully diluted basis.

     19.     Successors  and  Assigns.  Except  as  otherwise expressly provided
             ------------------------
herein, all covenants and agreements contained in this Agreement by or on behalf
of  any  of  the  parties  hereto  shall  bind  and  inure to the benefit of the
respective  successors  and  permitted  assigns of the parties hereto whether so
expressed  or  not.

     20.     Severability.  Whenever  possible, each provision of this Agreement
             ------------
shall  be  interpreted  in  such  manner  as  to  be  effective  and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by  or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  this  Agreement.

<PAGE>
     21.     Counterparts.  This Agreement may be executed simultaneously in two
             ------------
or  more  counterparts,  each  of which shall constitute an original, but all of
which  taken  together  shall  constitute  one  and  the  same  Agreement.

     22.     Descriptive  Headings.  The  descriptive headings of this Agreement
             ---------------------
are  inserted  for  convenience  only  and  do  not  constitute  a  part of this
Agreement.

     23.     Governing  Law.  The  corporate  law  of  Delaware shall govern all
             --------------
questions  concerning  the  relative rights of the Company and its stockholders.
All  other questions concerning the construction, validity and interpretation of
this  Agreement  shall  be  governed  by  the  internal  law, and not the law of
conflicts,  of  Delaware.

     24.     Notices.  All notices, demands or other communica-tions to be given
             -------
or delivered under or by reason of the provi-sions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally, mailed
by certi-fied or registered mail (return receipt requested and postage prepaid),
or  sent  by facsimile (with facsimile transmission information and hard copy to
follow  by  regular  mail)  to  the  recipient.  Such notices, demands and other
communications  shall  be  sent  to  you  and to the Company and the Significant
Stockholders  at  the  addresses  indicated  below:

(a)     If  to  the  Optionee:
        ---------------------

To  the  address  set  forth  in  the  books  and  records  of  the  Company

(b)     If  to  the  Company:
        --------------------

     Ranger  Aerospace  Corporation
1815  Griffin  Road,  Suite  300
Fort  Lauderdale  International  Airport
Fort  Lauderdale,  Florida  33004-2252
Attention:  President

(c)     If  to  the  Significant  Stockholders:
        --------------------------------------

     To  the  addresses  set  forth  in  the  books  and  records of the Company

or  to  such  other  address  or  to  the  attention of such other person as the
recipient  party  has  specified  by  prior written notice to the sending party.


<PAGE>
     25.     Third-Party  Beneficiary.  The Company and you acknowledge that the
             ------------------------
Significant  Stockholders  are  third-party  beneficiaries under this Agreement.

     26.     Entire  Agreement.  This  Agreement  constitutes  the  entire
             -----------------
understanding  between you and the Company, and supersedes all other agreements,
whether  written or oral, with respect to the acquisition by you of Common Stock
of  the  Company.

     *     *     *     *


<PAGE>
     Please  execute  the  extra  copy  of this Agreement in the space below and
return  it  to  the Company's Secretary at its executive offices to confirm your
understanding  and  acceptance  of  the  agreements contained in this Agreement.

     Very  truly  yours,

     Ranger  Aerospace  Corporation


     By:  ___________________________

Its:   ___________________________





     The undersigned hereby acknowledges having read this Agreement and the Plan
and  hereby  agrees  to  be  bound by all provisions set forth herein and in the
Plan.


Dated  as  of                         OPTIONEE

March  7,  2000

     ___________________________________
George  W.  Watts






<PAGE>