8

EXHIBIT  10.5

                              AMENDED AND RESTATED
                          RANGER AEROSPACE CORPORATION
                            EXECUTIVE STOCK AGREEMENT
                            --------- ----- ---------


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

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

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

     THIS  AGREEMENT  is  made  as  of  April  2, 1998, between Ranger Aerospace
Corporation,  a  Delaware  corporation  (the  "Company")  and  Stephen D. Townes
                                               --------
("Executive").

     The Company and the Executive desire to enter into an agreement pursuant to
which  Executive  shall  purchase, and the Company shall sell, 2,663 shares (the
"Purchased  Shares")  of  the Company's Class A Common Stock, par value $.01 per
  ----------------
share  (the  "Class A Common Stock") at a price of $100 per share. Together, the
              ---------------------
Class  A  Common  Stock, the Class B Common Stock, par value $.0l per share (the
"Class  B Common Stock" and, together with the Class A Common Stock, the "Common
  --------------------                                                    ------
Stock"),  10 % Subordinated Notes (the "Notes") and the Series A Preferred Stock
(the  "Preferred  Stock")  (it being understood that the Notes and the Preferred
       -----------------
Stock  shall  be treated as one and the same class of securities, with identical
rights  hereunder)  are  referred  to herein as the "Company Stock." All of such
                                                     --------------
shares  of  Company  Stock and all shares of Company Stock hereafter acquired by
Executive  are  referred to herein as "Executive Stock." Certain definitions are
                                       ----------------
set  forth  in  paragraph  7  of  this  Agreement.

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


     1.     Purchase  and  Sale  of  Executive  Stock.
            -----------------------  ----------------

     (a)     Upon execution of this Agreement, Executive shall purchase, and the
Company  shall sell, 2,663 shares of Class A Common Stock at a price of $100 per
share.  The Company shall deliver to Executive the certificate representing such
shares of Company Stock, and Executive shall deliver to the Company a promissory
note  in the form of Annex A attached hereto in an aggregate principal amount of
                     -------
$266,300 (the "Executive Note"). Executive's obligation under the Executive Note
               ----------------
shall  be  secured  by  a  pledge  of  the  2,663 shares of Class A Common Stock
purchased  by  Executive  hereunder and in connection therewith, Executive shall
enter  into  a  pledge  agreement  in  the  form  of  Annex  B  attached hereto.

     (b)     Within  30  days  after Executive purchases any shares of Executive
Stock  from  the  Company  hereunder, Executive shall make an effective election
with  the  Internal  Revenue Service under Section 83(b) of the Internal Revenue
Code and the regulations promulgated there-under in the form of Annex C attached
                                                                -------
hereto  and  any  similar  filing  required  by  applicable  state  law.

<PAGE>

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

     (i)     The  Executive  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,  distribution  thereof  in  violation of the 1933 Act, or any
applicable  state securities laws, and the Executive Stock shall not be disposed
of  in  contravention  of  the 1933 Act or any applicable state securities laws.

     (ii)     Executive  is  sophisticated  in  financial matters and is able to
evaluate  the  risks  and  benefits  of  the  investment in the Executive Stock.

     (iii)     Executive  is able to bear the economic risk of his investment in
the Executive Stock for an indefinite period of time. Executive understands that
the  Executive  Stock has not been registered under the 1933 Act and, therefore,
cannot be sold unless subsequently registered under the 1933 Act or an exemption
from  such  registration  is  available.

     (iv)     Executive  has  had  an  opportunity  to ask questions and receive
answers  concerning  the terms and conditions of the offering of Executive Stock
and  has had full access to (A) such other information concerning the Company as
he has requested and (B) such other information which is necessary and desirable
to  make  an  informed  investment  decision regarding the purchase of Executive
Stock  hereunder. Executive has reviewed a copy of the Share Purchase Agreement,
dated  as  of  March  14,  1998  and  amended as of the date hereof, between the
Company,  Viad  Corp.  and  Viad  Service Company, Limited pursuant to which the
Company  acquired  substantially  all  of  the  stock of certain subsidiaries of
Aircraft  Service  International Group, Inc. and the Security Purchase Agreement
dated  as  of  the  date  hereof,  between the Company, John Hancock Mutual Life
Insurance  Company  and CIBC Wood Gundy Ventures, Inc. and Executive is familiar
with  the  transactions  contemplated  thereby.

     (v)     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 do 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.

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

     (i)     neither  the  issuance  of the Executive Stock to Executive 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 to
terminate  Executive's  employment  at  any  time;  and

     (ii)     the  Company  shall  have  no  duty  or  obligation to disclose to
Executive,  and  Executive  shall  have  no right to be advised of, any material
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.

     (e)     The Company and Executive acknowledge and agree that this Agreement
has  been  executed  and  delivered,  and  the  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.     All Executive Stock purchased hereunder shall become fully vested on
March  7,  2000.

     3.     Repurchase  Option.
            ------------------

<PAGE>

     (a)     In  the event Executive ceases to be employed by the Company or its
Subsidiaries  (the  "Termination") for any reason, the Purchased Shares (whether
                     -----------
held by Executive or one or more of Executive's transferees) shall be subject to
repurchase by the Company pursuant to the terms and conditions set forth in this
paragraph  3  (the  "Repurchase  Option").
                     ------------------

     (b)     The  purchase  price  for  each share of Purchased Shares purchased
pursuant  to  this  paragraph  3  shall  be  the Fair Market Value of such share
(determined  as of the date of the Repurchase Notice, or if no Repurchase Notice
is  given,  as  of  the  last  day  of  the  Company  Election  Period).

     (c)     The  Company  may elect to purchase all or any portion of Purchased
Shares  by delivery of written notice (the "Repurchase Notice") to the holder(s)
                                            -----------------
of  Purchased  Shares  within  45 days after the Termina-tion Date (the "Company
                                                                         -------
Election Period"). The Repurchase Notice shall set forth the number of shares of
   ------------
each  class of the Purchased Shares to be acquired from each holder of Purchased
Shares,  the aggregate consideration to be paid for such shares and the time and
place for the closing of the transaction. The number of shares to be repurchased
by  the  Company shall first be satisfied to the extent possible from the shares
of  Purchased Shares held by Executive at the time of delivery of the Repurchase
Notice.  If  the  number of shares of Purchased Shares then held by Executive is
less than the total number of shares of Purchased Shares the Company has elected
to  purchase,  the  Company  shall  purchase  the remaining shares elected to be
purchased from the other holder(s) of Purchased Shares under this Agreement, pro
rata  according  to  the number of shares of Purchased Shares held by such other
holder(s) at the time of delivery of such Repurchase Notice (determined as close
as  practicable  to  the  nearest  whole  shares).

     (d)     If for any reason the Company does not elect to purchase all of the
Unvested  Stock  pursuant  to  the  Repurchase  Option,  the  Investors shall be
entitled  to  exercise  the Repurchase Option for the shares of Purchased Shares
the  Company  has  not elected to purchase (the "Available Shares").  As soon as
                                                 ---------
practica-ble  after  the  Company  has  determined  that there will be Available
Shares,  but  in  any event within 5 days after the Company Election Period, the
Company shall give written notice (the "Option Notice") to the Investors setting
                                        -------------
forth  the  number and class of Available Shares and the purchase price for each
Available  Share.  The  Investors  may elect to purchase any number of Available
Shares  by  delivering  written  notice  (the  "Election Notice") to the Company
                                                ----------------
within  30  days  after  receipt of the Option Notice from the Company; provided
                                                                        --------
that  if  more  than one Investor elects to purchase any or all Available Shares
and  the  number  of  Available  Shares  is  less  than  the aggregate number of
Purchased  Shares  elected  to  be  purchased  by  such electing Investors, each
Investor shall be entitled to purchase the lesser of (i) the number of shares of
such  class  that  such  Investor  has  elected  to purchase as indicated in the
Election  Notice  or  (ii)  the  number  of  shares  of  such class ob-tained by
multiplying  the  number of shares specified in the Option Notice by a fraction,
the  numerator  of  which is the number of shares of such class of Company Stock
(on a fully-diluted basis) held by such Investor and the denominator of which is
the  aggregate  number  of  Shares  of  such  class  of  Company  Stock  (on  a
fully-diluted  basis) held by all electing Investors. In the event all Available
Shares  are not purchased by the Investors pursuant to the immediately preceding
sentence,  the  Available  Shares  remaining  to be purchased shall be allocated
among the Investors who elect to purchase more Available Shares (as indicated in
their  respective  Election Notices) than they are entitled to purchase pursuant
to  the  immediately preceding sentence as the Investors shall agree in writing.
As  soon  as practicable, and in any event within 5 days after the expiration of
the  30-day  period  set  forth  above,  the Company shall notify each holder of
Purchased  Shares as to the number of shares being purchased from such holder by
the  Investors  (the  "Supplemental Repurchase Notice"). At the time the Company
                       --------------------------------
delivers  the  Supplemental  Repurchase  Notice  to  the  holder(s) of Purchased
Shares,  the  Company shall also deliver written notice to each Investor setting
forth  the number of shares such Investor is entitled to purchase, the aggregate
purchase  price  and  the  time  and  place  of  the closing of the transaction.

     (e)     The purchase of Purchased Shares pursuant to this paragraph 3 shall
be  closed  at  the  Company's  executive  offices  on  a date determined by the
Company,  which date shall be within 60 days after the expiration of the Company
Election  Period.  The  Company and/or the Investors shall pay for the Purchased
Shares  to be purchased pursuant to the Repurchase Option by delivery of, in the
case of each Investor, a check or wire transfer of funds and, in the case of the
Company  at its option, (1) cancellation or exchange of the Executive Note, (ii)
a check or wire transfer of funds, (iii) a subordinated note or notes payable in
up to, three equal annual installments beginning on the first anniversary of the
closing  of such purchase and bearing interest (payable quarterly) at a rate per
annum  equal  to  the  interest rate then being charged to the Company under any
revolving working capital credit facility, or (iv) any combination of (i)-(iii),
in the aggregate amount of the purchase price for such shares; provided that the
                                                               -------- ----

<PAGE>

Company  shall  use reasonable efforts to make all such repurchases in excess of
the  amount due under any Executive Note with a check or wire transfer of funds.
Any notes issued by the Company pursuant to this paragraph 3(e) shall be subject
to  any restrictive covenants to which the Company or any of its subsidiaries is
subject  at  the  time  of  such  purchase.  In  addition  to offsetting amounts
outstanding  under  the  Executive  Note  issued  to  the Company hereunder, the
Company  may pay the purchase price for such shares by offsetting any other bona
fide  debts owed by Executive to the Company. The purchasers of Purchased Shares
hereunder  shall be entitled to receive customary representations and warranties
from  the  sellers  regarding such sale of shares (including representations and
warranties  regarding  good title to such shares, free and clear of any liens or
encumbrances) and to require all sellers' signatures be guaranteed by a national
bank  or  reputable  securities  broker.

     (f)     The  right of the Company and the Investors to repurchase Purchased
Shares  pursuant  to this paragraph 3 shall terminate upon the expiration of the
time  periods  within  which  the  Company  and  the  Investors have to elect to
repurchase  the  Purchased  Shares set forth in paragraphs 3(c) and 3(d) hereof,
and  otherwise  shall  not  terminate.

     (g)     Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  all  repurchases of Purchased Shares by the Company shall be subject
to applicable restrictions contained in the Delaware General Corporation Law and
in  the  Company's and its Subsidiaries debt and equity financing agreements. If
any  such  restrictions  prohibit  the  repurchase of Purchased Shares hereunder
which  the  Company  is otherwise entitled or required to make, the time periods
provided  in  this paragraph 3 shall be suspended, and the Company may make such
repurchases  as soon as it is permitted to do so under such restrictions. If the
repurchase  of  Purchased  Shares  is  delayed as contemplated in this Paragraph
3(g),  the price paid for the Purchased Shares shall be equal to the Fair Market
Value  of  the Purchased Shares on the date of the Election Notice plus interest
accruing  over  the  period  of  delay  equal  to  the lesser of 9.5% per annum,
compounded  annually,  computed  on  the  basis of a 360 day year and the actual
number  of  days  elapsed  or  the  maximum  rate  permitted  by applicable law.

     4.     Put  Option.
            -----------

     (a)     In  the  event  of  a  Termination  for  any  reason other than (i)
Executive's  death  or  Permanent  Disability, (ii) Executive's Termination with
Cause  or  (iii)  Executive's  resignation  without  Good  Reason, the holder of
Executive  Stock (whether such holder is Executive or one or more of Executive's
Permitted Transferees) shall, according to the terms, conditions and limitations
provided  in  this  Paragraph  4,  have  the  right  to  require  the Company to
repurchase  up  to  $1,000,000 in Fair Market Value of shares of Executive Stock
held by Executive at the Put Price (the "Put") by delivering a written notice to
                                         ---
the  Company  specifying the number of shares to be purchased (the "Put Notice")
                                                                    ----------
within  45  business days after the date of such Termination. If Executive fails
to deliver to the Company the Put Notice within such 45 business days, Executive
shall  have no right to require the Company to repurchase any shares pursuant to
this  Paragraph.

     (b)     The  Put  Notice  shall set forth the number and class of shares of
Executive Stock to be Put to the Company. Within 10 business days after delivery
of  the Put Notice, the Company shall reasonably and in good faith determine the
Put  Price as provided hereunder. At a mutually agreeable time and place, but in
no  case  more  than 15 business days after final determination of the Put Price
(as  determined  under  the procedure set forth in the definition of Fair Market
Value),  the  Company shall purchase and the holder of the Executive Stock shall
sell  shares  of  Executive  Stock  pursuant  to  paragraph  4(c)(i) hereof (the
"Initial  Put  Closing").  Thereafter,  on the date which is  12months after the
       ---------------
date  of Termination, the Company shall purchase and the holder of the Executive
Stock shall sell shares of Executive Stock pursuant to paragraph 4(c)(ii) hereof
(the  "Secondary  Put  Closing).
       -----------------------

     (c)     (i)     At  the Initial Put Closing, the Executive shall deliver to
the  Company  certificates  representing  up to $750,000 in Fair Market Value of

<PAGE>

Executive  Stock  calculated  at the Put Price, to be repurchased by the Company
free  and  clear  of  all  liens  and encumbrances and duly endorsed in blank or
accompanied  by  duly executed forms of assignment (with signatures guaranteed),
and  the  Company  shall deliver to the Executive the Put Price for such shares,
(i)  by  cancellation  of  the  Executive  Note  and/or  any  other  outstanding
indebtedness  of  the  Executive to the Company in an amount no greater than the
Put  Price for such shares, and thereafter, (ii) by cashier's or certified check
payable  to  the Executive or by wire transfer of immediately available funds to
an  account  designated  by  the  Executive.

     (ii)     At  the  Secondary Put Closing, the Executive shall deliver to the
Company  certificates  representing  up  to  $250,000  in  Fair  Market Value of
Executive  Stock  calculated  at the Put Price, to be repurchased by the Company
free  and  clear  of  all  liens  and encumbrances and duly endorsed in blank or
accompanied  by  duly executed forms of assignment (with signatures guaranteed),
and  the  Company  shall deliver to the Executive the Put Price for such shares,
(i)  by  cancellation  of  the  Executive  Note  and/or  any  other  outstanding
indebtedness  of  the  Executive to the Company in an amount no greater than the
Put  Price for such shares, and thereafter, (ii) by cashier's or certified check
payable  to  the Executive or by wire transfer of immediately available funds to
an  account  designated  by  the  Executive.

     (d)     The "Put Price" for each share of Executive Stock shall be equal to
                  ---------
the  Fair  Market  Value  thereof  on  the  date  of  the  Put  Notice.

     (e)     The  right  of  the  Executive  to  Put  shares  of Executive Stock
pursuant to this paragraph 4 shall terminate upon the first to occur of the Sale
of  the  Company  or  a  Qualified  Public  Offering.

     (f)     Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement, all repurchases of Executive Stock by the Company shall be subject to
applicable restrictions contained in the Delaware General Corporation Law and in
the  Company's and its Subsidiaries debt and equity financing agreements. If any
such restrictions prohibit the repurchase of Executive Stock hereunder which the
Company  is otherwise entitled or required to make, the time periods provided in
this  paragraph  4 shall be suspended, and shall recommence when the Company may
make  such  repurchases  under such restrictions. If the repurchase of Executive
Stock  is delayed as contemplated in this Paragraph 4(f), the Put Price shall be
equal  to  the  Fair  Market Value of the Executive Stock on the date of the Put
Notice  plus  interest  accruing over the period of delay equal to the lesser of
9.5% per annum, compounded annually, computed on the basis of a 360 day year and
the  actual  number  of days elapsed or the maximum rate permitted by applicable
law.

     (g)     Notwithstanding  anything  contained  herein  to  the  contrary,
Executive  shall  not  have  the  right to require the Company to repurchase any
shares  held by the Executive, pursuant to this Paragraph 4, other than pursuant
to  the terms of (i) the Initial Put Closing in an amount up to $750,000 of Fair
Market  Value  or  (ii) the Secondary Put Closing in an amount up to $250,000 of
Fair  Market  Value.

     5.     Restrictions  on  Transfer.  Executive  shall  not  sell,  transfer,
            --------------------------
assign,  pledge, or otherwise dispose of any interest in any shares of Executive
Stock (each, a "Transfer"), except with the consent of the Board of Directors of
                --------
the  Company  (the  "Board")  or  pursuant to paragraphs 3 and 4 of the Security
                     -----
Holders  Agreement  dated  April  1,  1998,  as  amended.

     6.     Legend. Each note or certificate evidencing Executive Stock pursuant
            ------
to  the  terms  of this Agreement shall be stamped or otherwise imprinted with a
legend  in  substantially  the  following  form:

"The securities represented by this certificate are subject to a Executive Stock
Agreement  dated  as  of  April 2, 1998 among the issuer of such securities (the
"Companv") and the Executive named therein, as amended and modified from time to
   ------
time. A copy of such Executive Stock Agreement shall be furnished without charge
by  the  Company  to  the  holder  hereof  upon  written  request."


<PAGE>
     The  Company shall imprint such legend on certificates evidencing Executive
Stock  outstanding  as  of  the  date  hereof.

     7.     Definitions.
            ------------

Cause"  shall  have  the definition provided in the Employment Agreement between
-----
the  Company  and  Executive  of  even  date  herewith.
--

     "Company  Stock"  shall  have the meaning set forth in the preamble of this
      --------------
Agreement.

     "Employment Agreement" shall mean the employment agreement between Aircraft
      --------------------
Service  International  Group,  Inc.  and  Executive  of  even  date.

     "Executive  Stock" shall include Executive Stock in the hands of any holder
      ----------------
other  than  Executive  (except for the Company and the Investors 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 obligations
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.

     "Fair  Market  Value" of each share of Executive Stock means the average of
      -------------------
the  closing  prices  of  the  sales  of  each  class  of Executive 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.

     If  the  Executive  disagrees  in  any respect with the calculation of Fair
Market  Value determined by the Board, the Executive may within 30 business days
after  such  determination  deliver  a statement to the Company disagreeing with
such  calculation  and  setting  forth  the calculation by the Executive of such
amount  (the  "Statement  of Disagreement").  Any such Statement of Disagreement
               --------------------------
shall  state  the basis of such disagreement.  If the Executive does 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 the
Executive  shall, during the 30 business days following such delivery, use their
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 the Executive are unable to reach such agreement, they
shall  promptly,  but  in  no  case  more than 10 business days thereafter, each
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 the Executive, 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 such
review  and  report  shall  be  borne  by  the  Company  and  Executive equally.

     "Good  Reason"  shall  mean the Constructive Termination (as defined in the
      ------------
Employment  Agreement)  of  the  Executive.

     "Independent  Third  Party"  means any person (i) who, immediately prior to
      -------------------------
the  contemplated transaction, does not own Company Stock representing in excess
of  5% of the Company's Voting Power, (ii) who is not controlling, controlled by
or  under common control with any such person and (iii) who is not the spouse or
descendant  (by  birth  or  adoption)  of  any  such  person.

<PAGE>

     "Investors"  means  each  of John Hancock Mutual Life Insurance Company and
      ---------
CIBC  Wood  Gundy  Ventures,  Inc.

     "1933  Act" means the Securities Act of 1933, as amended from time to time.
      ---------

     "Original  Cost" of each share of Common Stock purchased hereunder shall be
      --------------
equal  to  $100  (as  proportionately  adjusted for all subsequent stock splits,
stock  dividends  and  other  recapitalizations).

     "Permanent  Disability" means a mental incapacity or physical disability of
      ---------------------
the  Executive,  rendering him unable to engage in his usual duties for a period
of  ninety (90) days or more, whether consecutive or not, within any twelve (12)
consecutive  month period, and shall be determined in good faith by the Board of
Directors  of  the  Company.

     "Public Sale" means any sale pursuant to a registered public offering under
      -----------
the  1933  Act  or any sale to the public pursuant to Rule 144 promulgated under
the  1933  Act  effected  through  a  broker,  dealer  or  market  maker.

     "Qualified  Public  Offering"  means  the  sale,  in an underwritten public
      ---------------------------
offering by the Company registered under the 1933 Act, of shares of Common Stock
having an aggregate offering value of at least $35 million and a per share price
for  each  class  of  Company  Stock  of  at  least  four  times  Original Cost.

     "Sale of the Company" means the sale of the Company to an Independent Third
      ---- -- -----------
Party  or  affiliated  group of Independent Third Parties pursuant to which such
party  or parties acquire (i) capital stock of the Company possessing a majority
of  the  Company's  Voting  Power  (whether  by merger, consolidation or sale or
transfer of the Company's capital stock) or (ii) all or substantially all of the
Company's  assets  determined  on  a  consolidated  basis.

     "Securityholders  Agreement"  means  the  securityholders agreement of even
      --------------------------
date  between the Company, John Hancock Mutual Life Insurance Company, CIBC Wood
Gundy  Ventures,  Inc.,  the  Danielle  Schwartz Trust and certain other persons
named  therein.

     "Subsidiary"  means  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.

     "Voting  Power"  means,  with  respect  to  each shares of Company Stock as
      -------------
determined  on a fully-diluted basis, one (1) vote per share with respect to the
Class  A  Common Stock and Class B Common Stock (whether designated as voting or
nonvoting).

     8.     Notices.  Any  notice  provided  for  in  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:
----------------

Ranger  Aerospace  Corporation
GSP  International  Airport
Box  12233
Greenville,  SC  29612
     Attn:     Chief  Financial  Officer

<PAGE>

With  copies  (which  shall  not  constitute  notice)  to:

Kirkland  &  Ellis
200  East  Randolph  Drive
Chicago,  IL  60601
Telephone:     (312)  861-2288
Facsimile:     (312)  861-2200
Attention:     William  S.  Kirsch,  P.C.

To  Executive:
-------------

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

To  the  Investors:
------------------

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

John  Hancock  Mutual  Life  Insurance  Company
John  Hancock  Place
Box  111
Boston,  MA  82117
Telephone:     (617)572-1605
Facsimile:     (617)  572-1606
Attention:     Dana  Donovan

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.

9.     General  Provisions.
       -------------------


     (a)     Transfers  in  Violation  of  Agreement.  Any Transfer or attempted
             ----------------------------  ---------
Transfer  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.  Notwithstanding  the  preceding  sentence  and  the
Securityholders  Agreement  of  even  date,  Executive  may pledge all shares of
Executive  Stock  to  the  Company  to  secure  payment  of  the Executive Note.

     (b)     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 invalid,

<PAGE>

illegal  or unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such  invalidity, illegality or unenforceability shall not affect
any  other  provision  or  any  other  jurisdiction, but this Agreement shall be
reformed,  construed  and  enforced  in  such  jurisdiction  as if such invalid,
illegal  or  unenforceable  provision  had  never  been  contained  herein.

     (c)     Complete  Agreement.  This  Agreement,  those  documents  expressly
             -------------------
referred to herein and other documents of even date herewith embody the complete
agreement  and  understanding  among  the  parties and supersede and preempt any
prior  understandings,  agreements  or  representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

     (d)     Counterparts.  This  Agreement  may  be  executed  in  separate
             ------------
counterparts,  each  of which is deemed to be an original and all of which taken
together  constitute  one  and  the  same  agreement.

     (e)     Successors  and  Assigns. Except as otherwise provided herein, this
             ------------------------
Agreement  shall  bind  and  inure  to  the  benefit  of  and  be enforceable by
Executive,  the  Company,  the  Investors  and  their  respective successors and
assigns  (including  subsequent  holders  of Executive Stock); provided that the
                                                               --------
rights and obligations of Executive under this Agreement shall not be assignable
except  in  connection  with  a permitted transfer of Executive Stock hereunder.
(f)     Choice  of  Law. The corporate law of the State of Delaware shall govern
        ----------  ---
all questions concerning the relative rights of the Company or its stockholders.
All  other  questions  con-cerning  the  construction, validity, enforcement and
interpretation  of  this  Agreement and the exhibits hereto shall be governed by
the  internal  law,  and  not  the  law  of conflicts, of the State of Delaware.

     (g)     Remedies.  Each  of  the  parties  to this Agreement (including the
             --------
Investors)  shall  be  entitled  to  enforce  its  rights  under  this Agreement
specifically,  to  recover  damages  and  costs (including reasonable attorney's
fees)  caused  by  any breach of any provision of this Agreement and to exercise
all other rights existing in its favor. The parties hereto agree and acknowledge
that  money  damages  would  not  be  an  adequate  remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply
to  any  court  of  law or equity of competent jurisdiction (without posting any
bond  or  deposit)  for  specific  performance and/or other injunctive relief in
order  to enforce or prevent any violations of the provisions of this Agreement.

     (h)     Amendment  and  Waiver.  The  provisions  of  this Agreement may be
             ---------  -----------
amended and waived only by (i) the Company (ii) the holders of a majority of the
Voting  Power  of  Executive Stock and (iii) with respect to Section 2 only, the
holders  of  a majority of the Voting Power held by Investors voting as a single
class.

     (i)     Business  Days.  If  any.  time  period for giving notice or taking
             --------------
action  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.     Third  Party  Beneficiaries.  Investors shall be deemed to be third
             ---------------------------
party  beneficiaries  of  the  provisions  of  this Agreement which specifically
reference  them.  No  other  third  party beneficiaries are intended or shall be
deemed  to  be  created  hereby.

          *   *   *   *


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


RANGER  AEROSPACE  CORPORATION


By:_________________________________

     Its:_________________________________



     ____________________________________
STEPHEN  D.  TOWNES

Agreed  and  Accepted:

JOHN  HANCOCK  MUTUAL  LIFE
INSURANCE  COMPANY

By:  __________________________

Its:  __________________________


CIBC  WOOD  GUNDY  VENTURES,  INC.

By:  __________________________

Its:  __________________________



<PAGE>