AMENDED & 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,  and  George  W.  Watts  is  made  as of August 31, 2000.

     WHEREAS,  the  parties  hereto  desire  to  amend certain provisions of the
Ranger  Aerospace  Corporation  Executive  Stock Agreement, dated as of March 7,
2000  (the  "Executive  Stock  Agreement")  between  the  parties  hereto.
             ---------------------------

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

     THIS  EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March
                                                 ---------
7,  2000,  between  Ranger  Aerospace  Corporation,  a Delaware corporation (the
"Company"),  and  George  W.  Watts  ("Executive").
     ---                               ---------

     The  Company  and  Executive  desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell to Executive, (i) 720
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) 108 shares of
            ------------
the  Company's  Redeemable  Preferred  Stock,  par  value  $.01  per  share (the
"Preferred  Stock)," at a price of $1,000 per share.  The shares of Common Stock
        ---------
and  Preferred  Stock  purchased  by  Executive  hereunder  are  referred  to
collectively  in  this  Agreement  as  the  "Shares"  or  the "Executive Stock."
                                             ------            ---------------
Certain  definitions  are  set  forth  in  paragraph  7  of  this  Agreement.

     The  parties  hereto  agree  as  follows:

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

(1)     Upon  execution  of  this  Agreement,  Executive shall purchase, and the
Company  shall  sell  to Executive, 720 shares of Common Stock and 108 shares of
Preferred  Stock  for  an  aggregate  purchase price of $180,000.  Executive has
already  delivered  to  the Company a promissory note dated March 7, 2000 in the
principal  amount of $130,000, which note constitutes payment of $130,000 of the
total $180,000 purchase price.  The Company shall deliver to Executive a copy of
     certifi-cates  repre-senting  the  720  shares  of Common Stock and the 108
shares of Preferred Stock purchased hereunder and Executive shall deliver to the
Company  a promissory note of even date herewith in the form of ANNEX A attached
hereto  in  the principal amount of $50,000 (collectively with the $130,000 note
mentioned  above,  the  "Executive  Notes"  and  each  an  "Executive  Note").
                         ----------------                   ---------------
Executive's  obligations  under the Executive Notes shall be secured by a pledge
of  the  Executive  Stock to the Company, and in connection therewith, Executive
shall  enter  into  a  pledge  agreement in the form of ANNEX B attached hereto.

(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.

(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
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.

(5)     As an inducement to Executive to purchase Executive Stock hereunder, and
     as a condition thereto, the Company hereby represents and warrants that (i)
it  is a corporation duly organized, validly existing and in good standing under
the  laws of the State of Delaware, it has full corporate power and authority to
execute,  deliver  and  perform  this  Agreement (including for purposes of this
paragraph  1(e)  the  Executive  Note  attached hereto as ANNEX A and the pledge
agreement  in  the  form  attached  hereto  as  ANNEX  B)  and to consummate the
transactions contemplated hereby, and the execution, delivery and performance by
it  of  this  Agreement  and  the  consummation of the transactions contemplated
hereby  have  been  duly authorized by all necessary corporate action; (ii) this
Agreement  has  been  duly and validly executed and delivered by the Company and
constitutes  a  legal and binding obligation of the Company, enforceable against
the  Company  in  accordance  with its terms; (iii) the Executive Stock has been
duly  authorized  and  validly issued, and that upon satisfaction of Executive's
obligation to pay the principal of and interest on the Note, the Executive Stock
will  be  fully-paid  and  non-assessable; and, (iv) the execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of  the  transactions contemplated hereby will not violate any provision of law,
statute,  rule or regulation to which the Company is subject, violate any order,
judgment  or  decree  applicable  to the Company or conflict with or result in a
breach  or  default  under any term or condition of the Company's certificate of
incorporation  or  bylaws  or  any material agreement or instrument to which the
Company  is  a  party  or  by  which  it  is  bound.

28     Restrictions  on  Transfer of Executive Stock.  Executive shall not sell,
--     ---------------------------------------------
pledge or otherwise transfer any interest in any Executive Stock except pursuant
to  (i)  a  Public  Sale,  (ii)  the  provisions  of  paragraph  5 hereof, (iii)
paragraphs  3  or  4  of  the  SecurityHolders 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.

29     Additional  Restrictions  on  Transfer.
--     --------------------------------------

(6)     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
      ---
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."

(7)     Holdback.  In  connection  with  any  Public  Sale,  Executive agrees 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

30     Sale  of  the  Company.
--     ----------------------

(8)     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  (the  "Approved  Sale"),  Executive  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, 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.

(9)     Conditions  to Obligation.  The obligations of Executive with respect to
---     -------------------------
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.

(10)     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), 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.

(11)     Termination  of Restrictions.  The provisions of this paragraph 5 shall
----     ----------------------------
terminate with respect to any shares of Executive Stock when such shares have be
     sold  in  a  Public  Sale.

31     Rule  701  Under  the  Securities  Act.  Executive and the Company hereby
--     --------------------------------------
acknowledge  and  agree  that  the  purchase and sale of securities contemplated
--
hereunder  is  part  of  the compensation arrangements between Executive and the
--
Company  and  its  subsidiaries,  and  that this Agreement is a written contract
--
relating  to  the  compensation  of  Executive.  The  securities  purchased  by
--
Executive  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.  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.

<PAGE>

32     Definitions.
--     -----------

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

     "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.
      -------

     "Executive  Stock" shall continue to be Executive Stock in the hands of any
      ----------------
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
      -------------------
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
      ---------------
time,  and  any  successor  statute.

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

33     Notices.  All  notices,  demands  or  other communications to be given or
--     -------
delivered  under  or  by  reason of the provisions of this Agreement shall be in
--
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:

(12)     If  to  Executive:
----     -----------------

George  W.  Watts
     111  Stone  Creek  Road
Greer,  SC  29650
Telephone:   (864)  968-8812
Facsimile:     (864)  848-1287







     With  a  copy  to:

     Eric  K.  Graben
Wyche,  Burgess,  Freeman  &  Parham,  P.A.
44  East  Camperdown  Way  (29601)
Post  Office  Box  728
Greenville,  SC  29602-0728
Telephone:     (864)  242-8290
Facsimile:     (864)  235-8900

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

     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.

34     General  Provisions.
--     -------------------

(14)     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.

(15)     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.

(16)     Entire  Agreement.  This Agreement constitutes the entire understanding
----     -----------------
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.

(17)     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.

(18)     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.

(19)     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.

(20)     Remedies.  The parties hereto 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 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.

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

(22)     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.

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

                             *      *      *      *

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Amended &
Restated  Executive  Stock  Agreement  on  the  date  first  written  above.


     RANGER  AEROSPACE  CORPORATION,


     By:______________________________

Its:  ______________________________



     EXECUTIVE

     _________________________________
George  W.  Watts



Agreed  and  Accepted:

JOHN  HANCOCK  MUTUAL  LIFE
INSURANCE  COMPANY

By:  __________________________
Name:  ________________________
Title:  _________________________


CIBC  WOOD  GUNDY  VENTURES,  INC.

By:  __________________________
Name:  ________________________
Title:  _________________________


<PAGE>
                                     ANNEX A

                                 PROMISSORY NOTE

$50,000     March  7,  2000

     For  value  received,  George  W. Watts ("Promisor") promises to pay to the
                                               --------
order  of  Ranger Aerospace Corporation, a Delaware corporation (the "Company"),
                                                                      -------
the aggregate principal sum of $50,000.  This Note was issued pursuant to and is
subject  to the terms of the Amended & Restated Executive Stock Agreement, dated
as  of  the  date hereof, between the Company and Promisor (the "Executive Stock
                                                                 ---------------
Agreement").  Unless  otherwise indicated herein, capitalized terms used in this
  -------
Note  have  the  meaning  set  forth  in  the  Executive  Stock  Agreement.

     Interest  shall accrue on a daily basis on the outstanding principal amount
of  this  Note  at  a rate equal to the lesser of (i) 9.5% per annum, compounded
annually,  computed on the basis of a 360 day year and the actual number of days
elapsed  or  (ii)  the  highest  rate  permitted by applicable law, and shall be
payable  at  such  time  as  the principal of this Note becomes due and payable.

     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.

     Payments  of principal of, and accrued and unpaid interest under, this Note
shall  be due and payable upon Executive's receipt of proceeds from the transfer
of  any  Executive  Stock  (other  than a transfer to a Permitted Transferee, as
defined  in,  and in accordance with, the Securityholders Agreement) in the full
amount  of  such  proceeds or such lesser amount as is necessary to pay the full
amount  of outstanding principal of and accrued interest under this Note and for
Promisor  to  otherwise  fully  and finally discharge its obligations under this
Note.  Promisor  may, at his option, pay all or any portion of the principal of,
and  accrued  and  unpaid  interest  under,  this  Note at any time prior to the
maturity  hereof  without  penalty or premium.  Promisor may, at his option, pay
all or any portion of amounts due under this Note by surrendering to the Company
shares of Executive Stock having a Fair Market Value equal to the amount of such
payment.  Any payment hereunder shall be applied first to pay accrued and unpaid
interest  under  this Note and second to reduce the outstanding principal amount
of  this  Note.

     The  amounts  due  under  this  Note are secured by a pledge of the Pledged
Shares  (as  such  term  is  defined in the Amended & Restated Pledge Agreement,
dated  as  of  the  date  hereof,  between  Promisor and the Company).  Any cash
dividends  declared and paid with respect to the Pledged Shares shall be payable
directly to the Company and shall be applied to reduce the outstanding principal
amount  (and  any interest thereon) of this Note, and any cash dividends paid to
Promisor  with  respect  to  the Pledged Shares will be promptly remitted to the
Company and shall be applied to reduce the outstanding principal amount (and any
interest  thereon)  of  this  Note.

     Notwithstanding  anything  to  the  contrary  contained  herein  or  in the
Executive  Stock  Agreement,  it  is  expressly  agreed  that the Company or any
subsequent  holder  of  this  Note  shall  look  only to the Pledged Shares with
respect  to  aggregate  Defaults in excess of the sum of (i) 25% of the original
principal  amount  of  this  Note  and  (ii)  25% of all interest (both paid and
unpaid)  accrued  on  the  Note,  it being understood that, with respect to such
amounts,  this  Note  shall  be  without  recourse  to  Promisor with respect to
aggregate  Defaults  exceeding  such  amount.

     In  the  event  Promisor  fails  to pay any amounts due hereunder when due,
Promisor  shall  pay  to the holder hereof, in addition to such amounts due, all
costs  of  collection,  including  reasonable  attorneys  fees.

     Promisor,  or  his  successors  and  assigns,  hereby  waives  diligence,
presentment,  protest  and  demand  and  notice of protest, demand, dishonor and
nonpayment  of  this  Note,  and expressly agrees that this Note, or any payment
hereunder,  may  be  extended  from  time to time and that the holder hereof may
accept  security for this Note or release security for this Note, all without in
any  way  affecting  the  liability  of  Promisor  hereunder.

     Any  failure  by  the  Company to exercise any right hereunder shall not be
construed  as  a  waiver  of  its  right to exercise the same or any other right
hereunder  at  any  other  time.

<PAGE>

     This  Note  and all rights hereunder shall be governed by the initial laws,
and  not  the  laws  of  conflict,  of  the  State  of  Florida.


     RANGER  AEROSPACE  CORPORATION,
     a  Delaware  Corporation

           By:______________________________

           Its:______________________________


           _____________________________
          George  W.  Watts
     ----------------------


<PAGE>
                                     ANNEX B

                               AMENDED & RESTATED
                          RANGER AEROSPACE CORPORATION
                        EXECUTIVE STOCK PLEDGE AGREEMENT
                        --------- ----- ------ ---------

     THIS  AMENDMENT  (this  "Amendment")  to  the  Ranger Aerospace Corporation
                              ---------
Executive  Stock Pledge Agreement by and between Ranger Aerospace Corporation, a
Delaware corporation, and George W. Watts is made to be effective as of March 7,
2000.

     WHEREAS,  the  parties  hereto  desire  to  amend certain provisions of the
Ranger Aerospace Corporation Executive Stock Pledge Agreement, dated as of March
7,  2000  (the  "Executive  Stock Pledge Agreement") between the parties hereto.
                 ---------------------------------

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

     THIS  PLEDGE AGREEMENT is made as of March 7, 2000, between George W. Watts
("Pledgor"),  and  Ranger  Aerospace  Corporation,  a  Delaware Corporation (the
  -------
"Company").
  ------

     The  Company  and  Pledgor  are  parties to an Amended & Restated Executive
Stock  Agreement  of even date herewith, pursuant to which Pledgor purchased (i)
720  shares  of the Company's Class B Common Stock, $.01 par value per share and
(ii)  108 Shares of the Company's Redeemable Preferred Stock, par value $.01 per
share  (collectively,  the "Pledged Shares"), for an aggregate purchase price of
                            --------------
$180,000.  The  Company  has  allowed  Pledgor to purchase the Pledged Shares by
delivery  to  the  Company  of (i) a promissory note dated March 7, 2000, in the
principal amount of $130,000 and (ii) a promissory note of even date herewith in
the  principal amount of $50,000 (each, a "Note" and collectively, the "Notes").
                                           ----                         -----
This Pledge Agreement provides the terms and conditions upon which the Notes are
secured  by  a  pledge  to  the  Company  of  the  Pledged  Shares.

     NOW, THEREFORE, in consideration of the premises contained herein and other
good  and valuable consideration the receipt and sufficiency of which are hereby
acknowledged,  and in order to induce the Company to accept the Notes as payment
for  the  Pledged  Shares,  Pledgor  and  the  Company  hereby agree as follows:

     1.     Pledge.  Pledgor  hereby  pledges  to the Company, and grants to the
            ------
Company  a  security  interest in, the Pledged Shares as security for the prompt
and  complete  payment  when  due of the unpaid principal of and interest on the
Notes  and  full  payment  and performance of the obligations and liabilities of
Pledgor  hereunder.

     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.

     3.     Voting  Rights;  Cash  Dividends.  Notwithstanding  anything  to the
            ------  ------   ----  ---------
contrary  contained  herein, during the term of this Pledge Agreement until such
time as there exists a default in the payment of principal or interest on either
Note  or  any  other  default  under  either Note or hereunder, Pledgor shall be
entitled  to  all  voting  rights  with respect to the Pledged Shares.  Upon the
occurrence  of  and during the continuance of any such default, Pledgor shall no
longer be able to vote the Pledged Shares.  Any cash dividends declared and paid
with  respect to the Pledged Shares shall be payable directly to the Company and
shall  be  applied  to reduce the outstanding principal amount (and any interest
thereon)  of  the Notes, and any cash dividends paid to Promisor with respect to
the Pledged Shares will be promptly remitted to the Company and shall be applied
to  reduce  the  outstanding  principal amount (and any interest thereon) of the
Notes.

     4.     Stock  Dividends;  Distributions,  etc.  If,  while  this  Pledge
            -----  ---------   -------------   ---
Agreement  is  in  effect,  Pledgor  becomes entitled to receive or receives any
securities  or other property in addition to, in substitution of, or in exchange
for  any of the Pledged Shares (whether as a distribution in connection with any
recapitalization,  reorganization  or  reclassification,  a  stock  dividend  or
otherwise),  Pledgor shall accept such securities or other property on behalf of
and  for  the  benefit  of  the  Company  as  additional security to the Company
together  with  duly  executed forms of assignment, and such additional security
shall  be  deemed  to  be  part  of  the  Pledged  Shares  hereunder.

     5.     Default.  If  Pledgor  defaults  in  the payment of the principal or
            -------
interest  under  either  Note  when  it  becomes  due  (whether  upon  demand,
acceleration  or  otherwise)  or any other event of default under either Note or
this  Pledge  Agreement  occurs  (including  the  bankruptcy  or  insolvency  of
Pledgor),  the  Company may exercise any and all the rights, powers and remedies
of  any  owner of the Pledged Shares (including the right to vote the shares and
receive  dividends and distributions with respect to such shares) and shall have
and may exercise without demand any and all the rights and remedies granted to a
secured  party  upon  default  under the Uniform Commercial Code of the State of
Florida  or  otherwise  available  to the Company under applicable law.  Without
limiting the foregoing, the Company is authorized to sell, assign and deliver at
its  discretion, from time to time, all or any part of the Pledged Shares at any
private  sale  or  public  auction,  on not less than ten days written notice to
Pledgor,  at  such  price  or prices and upon such terms as the Company may deem
advisable.  Pledgor  shall  have no right to redeem the Pledged Shares after any
such  sale or assignment.  At any such sale or auction, the Company may bid for,
and become the purchaser of, the whole or any part of the Pledged Shares offered
for  sale.  In case of any such sale, after deducting the costs, attorneys' fees
and  other  expenses  of  sale and delivery, the remaining proceeds of such sale
shall be applied to the principal of and accrued interest on the Notes; provided
that  after  payment  in  full  of  the indebtedness evidenced by the Notes, the
balance  of  the  proceeds  of  sale then remaining shall be paid to Pledgor and
Pledgor  shall  be entitled to the return of any of the Pledged Shares remaining
in  the  hands  of  the  Company.  Pledgor  shall be liable for an amount not to
exceed  25%  of  the outstanding principal and accrued interest on the Notes for
any  deficiency  if  the  remaining  proceeds  are  insufficient  to  pay  the
indebtedness  under  the  Notes  in  full,  including  the fees of any attorneys
employed  by  the  Company  to  collect  such  deficiency.

     6.     Costs  and  Attorneys'  Fees.  All  costs  and  expenses  (including
            -----  ---  ----------  ----
reasonable  attorneys'  fees)  incurred in exercising any right, power or remedy
conferred  by  this Pledge Agreement or in the enforcement thereof, shall become
part  of  the  indebtedness  secured  hereunder  and shall be paid by Pledgor or
repaid  from  the  proceeds  of  the  sale  of  the  Pledged  Shares  hereunder.

     7.     Payment of Indebtedness and Release of Pledged Shares.  Upon payment
            ------- -- ------------ --- ------- -- ------- ------
in  full of the indebtedness evidenced by the Notes, the Company shall surrender
the  Pledged  Shares  to  Pledgor  together  with  all  forms  of  assignment.

     8.     No  Other  Liens;  No Sales or Transfers.  Pledgor hereby represents
            --  -----  -----   -- ----- -- ---------
and  warrants that he has good and valid title to all of the Pledge Shares, free
and  clear  of all liens, security interests and other encumbrances, and Pledgor
hereby  covenants  that,  until such time as all of the outstanding principal of
and  interest on the Notes has been repaid, Pledgor shall not (i) create, incur,
assume  or  suffer  to exist any pledge, security interest, encumbrance, lien or
charge  of  any  kind against the Pledged Shares or Pledgor's rights or a holder
thereof, other than pursuant to this Agreement and the Securityholders Agreement
of  even  date,  or  (ii)  sell  or otherwise transfer any Pledged Shares or any
interest  therein  unless  all  of  the  proceeds  associated  with such sale or
transfer are applied against the accrued and unpaid interest on and principal of
the  Notes  at  the  time  of  such  sale  or  transfer.

     9.     Further  Assurances.  Pledgor  agrees that at any time and from time
            -------  ----------
to  time  upon  the  written  request  of the Company, Pledgor shall execute and
deliver  such further documents (including UCC financing statements) and do such
further acts and things as the Company may reasonably request in order to effect
the  purposes  of  this  Pledge  Agreement.

     10.     Severability.  Any  provision  of  this  Pledge  Agreement which is
             ------------
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the  extent of such prohibition or unenforceability without
invalidating  the  remaining  provisions  hereof,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

     11.     No  Waiver; Cumulative Remedies.  The Company shall not by any act,
             --  ------  ---------- --------
delay,  omission  or  otherwise  be  deemed  to have waived any of its rights or
remedies  hereunder,  and  no waiver shall be valid unless in writing, signed by
the  Company,  and  then  only to the extent therein set forth.  A waiver by the
Company  of  any  right  or  remedy  hereunder  on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on  any  future occasion.  No failure to exercise nor any delay in exercising on
the  part of the Company, any right, power or privilege hereunder shall preclude
any  other or further exercise thereof or the exercise of any other right, power
or privilege.  The rights and remedies herein provided are cumulative and may be
exercised  singly  or  concurrently,  and  are  not  exclusive  of any rights or
remedies  provided  by  law.

<PAGE>

     12.     Waivers,  Amendments;  Applicable  Law.  None  of  the  terms  or
             -------   ----------   ----------  ---
provisions  of this Pledge Agreement may be waived, altered, modified or amended
except  by  an instrument in writing, duly executed by the parties hereto.  This
Agreement  and  all obligations of the Pledgor hereunder shall together with the
rights  and  remedies  of  the  Company  hereunder,  inure to the benefit of the
Company and its successors and assigns.  This Pledge Agreement shall be governed
by,  and  be construed and interpreted in accordance with, the laws of the State
of  Florida.

     *    *    *    *

<PAGE>

     IN  WITNESS  WHEREOF,  this  Amended  &  Restated  Executive  Stock  Pledge
Agreement  has  been  executed  as  of  the  date  first  above  written.


          RANGER  AEROSPACE  CORPORATION

          By:   ______________________________

     Its:   ______________________________


     ___________________________________
GEORGE  W.  WATTS



<PAGE>