AMENDMENT NO. 1 TO
                          RANGER AEROSPACE CORPORATION
                       NONQUALIFIED STOCK OPTION AGREEMENT
                       -----------------------------------

                                 August 31, 2000

George  W.  Watts
111  Stone  Creek  Road
Greer,  SC  29650

Re:     Ranger  Aerospace  Corporation  (the  "Company")
                                               -------
Amendment  of  Nonqualified  Stock  Option  granted  on  March  7,  2000
------------------------------------------------------------------------

Dear  George:

     The  Company  is  pleased  to  advise  you  that its Board of Directors has
amended  your  stock  option  dated  March  7, 20000 (the "Option"), as provided
                                                           ------
below.

     1.     The  definition  of  "Good  Reason"  set  forth in Section 1 of your
Option  is  hereby  deleted  and  replaced  in  its  entirety with the following
definition:

     "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  President  and  Chief Executive Officer 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;  (d) you are required by the Company to permanently
relocated  your  primary residence for purposes of your Employment with Aircraft
Service International Group, Inc. and in connection therewith you decide to move
your  family  to  such  residence; or (e) you elect to terminate your Employment
with  Aircraft  Service  International  Group,  Inc.  in  connection  with  the
occurrence  of  a Change-in-Control as defined in that certain Amendment No.1 to
the  Amended  &  Restated  Aircraft Service International Group, Inc. Employment
Agreement  of  even  date herewith by and between Aircraft Service International
Group,  Inc.  and  you.

     2.     Except  as  explicitly  amended  hereby, your Option shall remain in
full  force  and  effect  and  unamended.

     3.     This  amendment  to  your  Option shall be controlled, construed and
governed under the laws of the State of Delaware regardless of the fact that one
or  more  parties is now, or may become, residents of another state, and without
regard  to  any  conflict  of  laws.

     4.     If  any  paragraph,  clause  or  provision of this amendment to your
Option  is  or  becomes  illegal, invalid or unenforceable because of present or
future  laws,  rules  or  regulations  of  any  governmental  body,  or  become
unenforceable  for  any reason, the intention of the Company and you is that the
remaining  parts of this amendment to your Option shall not be thereby affected.

     5.     This  amendment  to  your  Option  may  be  executed  in one or more
counterparts,  each  of  which  shall  constitute  an  original but all of which
together  shall  constitute  one  and  the  same  instrument.

     Please execute the extra copy of this agreement to your Option 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
amendment  to  your  Option.

     Very  truly  yours,

     Ranger  Aerospace  Corporation


     By:  ___________________________
        Stephen  D.  Townes
        President  &  CEO



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


Dated  as  of                         OPTIONEE

August  31,  2000

     ___________________________________
George  W.  Watts



Agreed  and  Accepted:

JOHN  HANCOCK  MUTUAL  LIFE
INSURANCE  COMPANY

By:  __________________________
Name:  ________________________
Title:  _________________________


CIBC  WOOD  GUNDY  VENTURES,  INC.

By:  __________________________
Name:  ________________________
Title:  _________________________

<PAGE>