EXHIBIT  10.14



                                    AMENDMENT
                       TO THE RANGER AEROSPACE CORPORATION
     PROMISSORY  NOTE
     ----------------

                                       and

                                    AMENDMENT
                       TO THE RANGER AEROSPACE CORPORATION
                        EXECUTIVE STOCK PLEDGE AGREEMENT
                        --------------------------------



     THIS AMENDMENT (this "Amendment") to each of the above described agreements
                           ---------
is  made  as  of  March  7,  2000 by and between Ranger Aerospace Corporation, a
Delaware  corporation  (the  "Company")  and  Stephen  D.  Townes ("Executive").
                              -------                               ---------
Unless  otherwise indicated herein, each capitalized term used herein shall have
the  meaning  set  forth  in the Executive Stock Agreement, dated as of April 2,
1998,  between  Executive  and  the  Company,  as  amended (the "Executive Stock
Agreement").  The  Company  and  Executive are sometimes referred to herein as a
"Party"  and  collectively  as  the  "Parties".
  ----                                -------

     WHEREAS,  the  Parties desire to amend certain provisions of the Promissory
Note  dated  April  1,  1998  and  attached  as  Annex A to the Ranger Aerospace
Corporation  Executive  Stock  Agreement,  dated  as  of  April  2,  1998  (the
"Promissory  Note").
          -------

     WHEREAS,  the  Parties  desire to amend certain provisions of the Executive
Stock Pledge Agreement dated April 2, 1998 and attached as Annex B to the Ranger
Aerospace  Corporation Executive Stock Agreement, dated as of April 2, 1998 (the
"Pledge  Agreement").
 -----------------


     NOW,  THEREFORE,  the  parties  to  this Amendment hereby agree as follows:


1.     The  third  paragraph  of  the  Promissory  Note is hereby deleted in its
entirety  and  replaced  with  the  following:

"Payments  of principal and of accrued and unpaid interest under this Note shall
be  due  or  payable  on  the  earlier  of (i) April 1, 2008 or (ii) the date of
Executive's  Termination  with  Cause, except as otherwise provided herein or in
the  Executive  Stock  Agreement  of  even  date  herewith."

2.     Paragraph 1 of the Pledge Agreement is hereby deleted in its entirety and
replaced  with  the  following:

"1.  Pledge.  Pledgor hereby pledges to the Company, and grants to the Company a
     ------
security  interest in, the 2,663 shares of Executive Stock purchased pursuant to
the  Executive  Stock  Agreement  dated  April 1, 1998 (the "Pledged Shares") as
                                                             ------- ------

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security for the prompt and complete payment when due of the unpaid principal of
and interest on the Note and full payment and performance of the obligations and
liabilities  of  Pledgor  hereunder."



3.     Paragraph 2 of the Pledge Agreement is hereby deleted in its entirety and
replaced  with  the  following:

"2.  Delivery  of  Pledged  Shares.  Upon the execution of this Pledge Agreement
     --------  --  -------  ------
Pledgor shall deliver to the Company the certificate(s) representing the Pledged
Shares,  together  with duly executed forms of assignment sufficient to transfer
title  thereto  to  the  Company."


4.     Paragraph  5  of  the  Pledge Agreement is hereby amended by deleting the
words  "any  deficiency"  from the last sentence of such paragraph and replacing
them  with  the  words "an amount not to exceed 25% of the outstanding principal
and  accrued  interest  on  the  Note  for  any  deficiency."


5.     Paragraph  8  of  the  Pledge  Agreement  is hereby amended by adding the
following  language  at  the  end  thereof:

"unless  all  of  the proceeds associated with such sale or transfer are applied
against the accrued and unpaid interest on and principal of the Note at the time
of  such  sale  or  transfer."



                                *   *   *   *   *

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


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     RANGER  AEROSPACE  CORPORATION,
     a  Delaware  Corporation


           By:______________________________

           Its:______________________________



           _____________________________
           Stephen  D.  Townes
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