EXHIBIT  10.13

     SECOND
     RANGER  AEROSPACE  CORPORATION
      EXECUTIVE  STOCK  AGREEMENT
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     THIS  EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March
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7,  2000,  between  Ranger  Aerospace  Corporation,  a Delaware corporation (the
"Company"),  and  Stephen  D.  Townes  ("Executive").
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     The  Company  and  Executive  desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell to Executive, (i) 800
shares  of  the  Company's  Class B Non-Voting Common Stock, par value $0.01 per
share (the "Common Stock"), at a price of $100 per share, and (ii) 120 shares of
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the  Company's  Redeemable  Preferred  Stock,  par  value  $.01  per  share (the
"Preferred  Stock,"  and  together  with  the  Common Stock, the "Shares" or the
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"Executive Stock"), at a price of $1,000 per share.  Certain definitions are set
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forth  in  paragraph  6  of  this  Agreement.

     The  parties  hereto  agree  as  follows:

1.     Purchase  and  Sale  of  Executive  Stock.
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(1)     Upon  execution  of  this  Agreement,  Executive shall purchase, and the
Company  shall  sell  to Executive, 800 shares of Common Stock and 120 shares of
Preferred  Stock for an aggregate purchase price of $200,000.  The Company shall
deliver  to  Executive  certifi-cates  repre-senting  the Shares upon payment by
Executive of the purchase price therefor by cashier's or certified check or wire
     transfer  of immediately available funds.  Executive may elect, in his sole
discretion,  to  cause one or more of his own independent retirement accounts or
similar  accounts  (collectively,  the "IRA") to purchase the Executive Stock on
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the  condition  that  Executive  causes the IRA to be bound by the provisions of
this  Agreement  to  the  same extent as Executive is bound.  If Executive makes
such  an  election, the Company shall take all reasonably necessary or desirable
action  to  facilitate  such  purchase  by  the  IRA.

(2)     In  connection  with  the  purchase  and  sale  of the Shares hereunder,
Executive  represents  and  warrants  to  the  Company  that:

(1)     Execu-tive  Stock to be acquired by Executive pursuant to this Agreement
shall  be  acquired  for  Executive's  own  account  and  not with a view to, or
intention  of,  distribu-tion thereof in violation of the Securities Act, or any
applicable  state securities laws, and Executive shall not dispose of any shares
of  Executive  Stock  in  contravention  of the Securities Act or any applicable
state  securities  laws.

(2)     Executive  is  an employee of the Company or one of its subsidiaries, is
sophisticated  in  financial  matters  and  is  able  to  evaluate the risks and
benefits  of  an  investment  in  Executive  Stock.

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(3)     Executive  is able to bear the economic risk of his or her investment in
Executive  Stock  for  an indefinite period of time.  Executive understands that
shares of Executive Stock have not been registered under the Securities Act and,
     therefore,  cannot  be  sold  unless  subsequent-ly  registered  under  the
Securities  Act  or  an  exemption  from  such  registration  is  available.

(4)     Executive  has  had  an opportunity to ask questions and receive answers
concerning  the  terms and conditions of the offering of Executive Stock and has

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had  full  access  to  (A) such other information concerning the Company and the
offering  of  Executive  Stock hereunder as he or she has requested and (B) such
other  information  which  Executive  deemed  necessary and desirable to make an
informed  investment  decision  regarding  the  purchase  of  Executive  Stock
hereunder.

(5)     This  Agreement  constitutes  the legal, valid and binding obligation of
Executive, enforceable in accordance with its terms, and the execution, delivery
     and  performance  of  this  Agreement  by  Executive does not and shall not
conflict  with,  violate  or  cause  a  breach  of  any  agreement,  contract or
instrument  to  which  Executive  is a party or any judgment, order or decree to
which  Executive  is  subject.

(3)     As  an  inducement  to the Company to issue Executive Stock to Executive
hereunder,  and  as a condition thereto, Executive acknowledges and agrees that:

(1)     neither  the  issuance of Executive Stock to Executive hereunder nor any
provision  contained  herein shall entitle Executive to remain in the employment
of  the  Company  or  its subsidiaries or affect the right of the Company or its
subsidiaries  to  terminate  Executive's  employment  at  any  time;  and

(2)     neither  the  Company  nor  its  subsidiaries  shall  have  any  duty or
obligation  to  disclose  to  Executive, and Executive shall have no right to be
advised  of,  any  information  regarding the Company or its subsidiaries at any
time prior to, upon or in connection with the repurchase of Executive Stock upon
     the  termination  of  Executive's  employment  with  the  Company  or  its
subsidiaries  or  as  otherwise  provided  hereunder.

(4)     The  Company and Executive acknowledge and agree that this Agreement has
been  executed  and delivered, and Executive Stock has been issued hereunder, in
connection  with  and  as  a part of the compensation and incentive arrangements
between  the  Company  and  Executive.

2.     Restrictions  on  Transfer of Executive Stock.  Executive shall not sell,
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pledge or otherwise transfer any interest in any Executive Stock except pursuant
to:  (i)  a  Public  Sale,  (ii)  the  provisions  of  paragraph 4 hereof, (iii)
paragraphs  3  or  4  of  the  Security Holders Agreement dated April 1, 1998 as
amended  by  and  among  the  parties hereto and other parties, or (iv) upon the
death  of  Executive  pursuant  to  his  or  her will or the laws of descent and
distribution.

3.     Additional  Restrictions  on  Transfer.
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(1)     The  certificates  representing shares of Executive Stock shall bear the
following  legend:

"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 ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN
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THE  ABSENCE OF AN EFFECTIVE REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE  SECURITIES  LAWS  OR  AN  EXEMP-TION  FROM REGISTRATION THEREUN-DER.  THE
SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  ALSO  SUBJECT TO ADDITIONAL
RESTRICTIONS  ON  TRANSFER,  CERTAIN  REPURCHASE  OPTIONS  AND  CERTAIN  OTHER
AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL  HOLDER OF SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF MARCH
7,  2000,  AS  AMENDED AND MODIFIED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT
MAY  BE  OBTAINED  BY  THE  HOLDER  HEREOF  AT  THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS  WITHOUT  CHARGE."

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(2)     Holdback. In connection with any Public Sale, Executive agrees to comply
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     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.

4.     Sale  of  the  Company.
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(1)     Consent  to  Sale  of  the  Company.  If  the Board and the holders of a
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majority  of  the Company's Common Stock then out-standing approve a Sale of the
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Company  (the  "Approved  Sale"),  Executive  shall  consent  to  and  raise  no
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objections  against  the  Approved Sale of the Company.  If the Approved Sale is
structured as a sale of stock, Executive shall agree to sell all Executive Stock
     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, Executive shall approve the merger and agree to waive
all  dissenters,  approval  or  similar  rights he or she may have in connection
therewith.  Executive  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.

(2)     Conditions  to Obligation.  The obligations of Executive with respect to
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the  Approved  Sale are subject to the satisfaction of the following conditions:
(i) upon the consummation of the Approved Sale, Executive shall receive the same
     form  of  consideration and the same portion of the aggregate consideration
that  Executive  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,  Executive  shall be given the same
option.

(3)     Purchaser  Representative.  If  the  Company  or  the  holders  of  the
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Company's  securities  enter  into any negotiation or transaction for which Rule
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506  (or any similar rule then in effect) promulgated by the Securities Exchange
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Commission  may  be  available  with  respect to such negotiation or transaction
(in-cluding  a  merger, consolidation or other reorganization), Executive 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 Executive
appoints  the  purchaser  repre-sentative designated by the Company, the Company
shall  pay  the fees of such purchaser representative, but if Executive declines
to  appoint  the  purchaser  representative  designated by the Company Executive
shall  appoint  another  purchaser  representative (reasonably acceptable to the
Company),  and shall be responsible for the fees of the purchaser representative
so  appointed.

(4)     Termination  of  Restrictions.  The provisions of this paragraph 4 shall
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terminate with respect to any shares of Executive Stock when such shares have be
     sold  in  a  Public  Sale.

5.     Rule  701  Under  the  Securities  Act.  Executive and the Company hereby
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acknowledge  and  agree  that  the  purchase and sale of securities contemplated
--
hereunder  is  part  of  the compensation arrangements between Executive and the
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Company  and  its  subsidiaries,  and  that this Agreement is a written contract
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relating  to  the  compensation  of  Executive.  The  securities  purchased  by
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Executive  hereunder  are  being  issued  in  reliance  on  the  exemption  from
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registration  provided  in  Rule  701 promulgated by the Securities and Exchange
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Commission  under  the Securities Act and are "restricted securities" within the
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meaning  of  Rule  144 under the Securities Act.  Executive hereby covenants and
agrees  that  he  will  sell the securities purchased hereunder only pursuant to
registration  under  the  Securities  Act,  or  pursuant  to  an  exemption from
registration  available  thereunder.
1.
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6.     Definitions.
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     "Board"  shall  mean  the  Board  of  Directors  of  the  Company.
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     "Common  Stock"  shall  mean the Company's Class B Non-Voting Common Stock,
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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.
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     "Executive  Stock" shall continue to be Executive Stock in the hands of any
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holder  other  than  Executive  (except  for  the  Company  and  the Significant
Stockholders  and  except  for  transferees  in  a  Public  Sale), and except as
otherwise  provided  herein,  each  such  other  holder of Executive Stock shall
succeed  to all rights and obliga-tions attributable to Executive as a holder of
Executive  Stock  hereunder.  Executive  Stock  shall also include shares of the
Company's capital stock issued with respect to Executive Stock by way of a stock
split,  stock  dividend  or  other  recapitalization.

     "Public  Sale"  means  any sale to the public pursuant to an offering under
      ------------
the  Securities  Act or to the public pursuant to Rule 144 promulgated under the
Securities  Act  effected  through  a  broker,  dealer  or  market  maker.

     "Sale of the Company" means a merger or consolidation effecting a change in
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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 from time to
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time,  and  any  successor  statute.

     "Transfer"  means to sell, transfer, assign, pledge or otherwise dispose of
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(whether  with or without consideration and whether voluntarily or involuntarily
or  by  operation  of  law).

7.     Notices.  All  notices,  demands  or  other communications to be given or
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delivered  under  or  by  reason of the provisions of this Agreement shall be in
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writing and shall be deemed to have been given when delivered personally, mailed
--
by  certified 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 at the addresses
indicated  below:
1.
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(1)     If  to  Executive:
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To  the  address  set  forth  in  the  books  and  records  of  the  Company

(2)     If  to  the  Company:
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     Ranger  Aerospace  Corporation
1815  Griffin  Road,  Suite  300
Fort  Lauderdale  International  Airport
Fort  Lauderdale,  Florida  33004-2252
Attention:  President

     With  a  copy  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

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.

8.     General  Provisions.
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(1)     Transfers in Violation of Agreement.  Any Transfer or attempted Transfer
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     of  any  Executive  Stock  in  violation of any provision of this Agreement
shall  be  void,  and the Company shall not record such Transfer on its books or
treat  any  purported  transferee  of  such Executive Stock as the owner of such
stock  for  any  purpose.

(2)     Severability.  Whenever possible, each provision of this Agreement shall
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     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.

(3)     Entire  Agreement.  This  Agreement constitutes the entire understanding
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between  Executive and the Company, and supersedes all other agreements, whether
--
written or oral, with respect to the acquisition by Executive of Executive Stock
     of  the  Company.
(1)

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

(5)     Successors  and  Assigns. Except as otherwise expressly provided herein,
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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.

(6)     Governing Law.  The corporate law of Delaware shall govern all questions
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     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.

(7)     Remedies.  The  parties hereto shall be entitled to enforce their rights
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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 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.

(8)     Amendment  and  Waiver.  Except  as  otherwise  provided  herein,  any
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provision of this Agreement may be amended or waived only with the prior written
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     consent  of  Executive  and  the  Company.

(9)     Business  Days.  If  any  time period for giving notice or taking action
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hereunder  expires  on a day which is a Saturday, Sunday or legal holiday in the
--
state  in which the Company's chief executive office is located, the time period
shall  be  automatically extended to the business day immediately following such
Saturday,  Sunday  or  holiday.

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


     *      *      *      *

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     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date  first  written  above.

     RANGER  AEROSPACE  CORPORATION,


     By:______________________________

     Its:  ______________________________



     EXECUTIVE

     _________________________________
Stephen  D.  Townes




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