AMENDMENT NO. 1 TO
                              AMENDED AND RESTATED
                   AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
                              EMPLOYMENT AGREEMENT
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     THIS  AMENDMENT  NO.  1  (this  "Amendment")  to  the  Amended and Restated
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Aircraft  Services International Group, Inc. Employment Agreement dated March 7,
2000  (the "Employment Agreement") by and between Aircraft Service International
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Group,  Inc.,  a  Delaware  corporation  (the  "Company"),  and  George W. Watts
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("Executive")  is made by and between the parties to the Employment Agreement as
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of  August  31,  2000.

     WHEREAS,  the  Parties desire to amend certain provisions of the Employment
Agreement  as  provided  herein;

NOW,  THEREFORE,  in  consideration  for  the mutual promises and agreements set
forth herein and other good and valuable consideration, the adequacy of which is
hereby confirmed, the parties to this Amendment hereby agree that the Employment
Agreement  is  amended  as  follows:

     1.     GROSS-UP  LOAN-IN  POOL.  Paragraph 5(c) of the Employment Agreement
is  hereby  deleted  and  replaced  in  its  entirety  with  the  following:

     (c)     In  connection  with  all  future  private  placements  of  equity
securities  of  the  Company,  the Company shall offer to Executive the right to
purchase  shares  of  such  equity  securities,  at the price and on other terms
offered  for  sale  by  the  Company  as  set  forth  in  this  Subsection 5(c):

     (i)     If  the  securities  sold  include  common  stock of the Company or
securities  convertible into or otherwise giving the holder the right to acquire
common  stock  of the Company ("Common Equity Securities"), the number of Common
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Equity  Securities  Executive  is  entitled  to  purchase  shall  be  the number
necessary  to cause the percentage of the total common stock of the Company on a
fully-diluted basis owned by Executive after such private placement to equal the
percentage  owned  by Executive before such private placement; provided, that if
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the Company offers Common Equity Securities for sale only in connection with its
offer  of  other  securities  of  the Company, Executive must also purchase such
other securities in the same proportion to the Common Equity Securities as other
purchasers  in  the  private  placement  are  required  to  purchase;

     (ii)     If  the  securities  sold  include  voting stock of the Company or
securities  convertible into or otherwise giving the holder the right to acquire
voting  stock  of  the  Company  ("Voting  Securities"),  the  number  of Voting
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Securities  Executive  is  entitled to purchase shall be the number necessary to
cause the percentage of the total voting stock of the Company on a fully-diluted
basis  owned  by  Executive after such private placement to equal the percentage
owned  by Executive before such private placement; provided, that if the Company
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offers  Voting  Securities  for  sale only in connection with its offer of other
securities of the Company, Executive must also purchase such other securities in
the  same proportion to the Voting Securities as other purchasers in the private
placement  are  required  to  purchase;

     (iii)     If  the  securities sold include neither Common Equity Securities
nor Voting Securities, the percentage of the total of such securities sold which
Executive shall be entitled to purchase shall equal the percentage of all equity
securities  of  the  Company  owned  by Executive prior to the private placement
(based  on  the  aggregate  fully diluted percentage of equity securities of the
Company  owned  by  Executive);

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     (iv)     The  Company  shall  make  loans  to  Executive for the purpose of
acquiring  securities  as  provided in this Subsection 5(c) on substantially the
same  terms  as  the  loan  most  recently  made by the Company to Executive for
previous  purchases  of  the  Company's securities by Executive, except that the
Company  shall  not be obligated, under any circumstances, to loan Executive, in
the  aggregate,  an  amount  greater  than  $98,950.23;

     (v)     The  maximum  aggregate  amount  of  securities of the Company that
Executive  shall  be entitled to purchase under this Subsection 5(c) (determined
by  the  purchase  price  paid by Executive for such securities) shall equal the
aggregate  amount of loans the Company is required to make to Executive pursuant
to  Paragraph  5(c)(iv)  above.

     2.     FORCED  RELOCATION.  Paragraph  5(e)  of the Employment Agreement is
hereby deleted in its entirety.  The following Clause (d) is hereby added to the
list  of events the occurrence of which (either alone or in conjunction with any
other  event  constituting  a  Constructive  Termination)  shall  constitute  a
Constructive  Termination  under  the definition thereof set forth at the end of
Paragraph  (6)  of  the  Employment  Agreement:

     (d)     Executive  is  required by the Company to permanently relocated his
primary  residence  for  purposes  of this Agreement and in connection therewith
Executive  decides  to  move  his  family  to  such  residence.

     3.     CHANGE-IN-CONTROL.

     (a)     The  following Clause (e) is hereby added to the list of events the
occurrence  of  which  (either  alone  or  in  conjunction  with any other event
constituting  a  Constructive  Termination)  shall  constitute  a  Constructive
Termination  under  the definition thereof set forth at the end of Paragraph (6)
of  the  Employment  Agreement:

     (e)     Solely  for purposes of any other contract or agreement referencing
or  incorporating  this  definition  (including without limitation, that certain
Amended & Restated Executive Stock Purchase Agreement dated as of March 7, 2000,
by  and between Ranger Aerospace Corporation and Executive) but not for purposes
of  this Employment Agreement, a Change-in-Control as defined in Section (6A) of
this  Employment  Agreement.

     (b)     The  following  paragraph  (6A)  is  hereby added to the Employment
Agreement.

     (6A)     Change-in-Control.  If  Executive  elects  to  terminate  his
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employment  for any reason within twelve (12) months following the occurrence of
a  Change-in-Control  (as  defined  below,  the  Company  shall pay to Executive
(subject  to  the  terms hereof) severance compensation equal twelve (12) months
(x)  of Executive's base salary at the rate of base salary in effect immediately
preceding  the  date  of  termination and (y) of the then current health benefit
coverage  in effect.  The Company shall pay the severance compensation in twelve
(12) monthly installments commencing thirty (30) business days after the date of
termination  of  Executive's  employment  with  the  Company; provided that such
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severance  payments  shall be made to Executive only if Executive fully complies
with  the  surviving  terms  of  this  Agreement, including, without limitation,
Paragraphs  14 and 15 hereof.  Executive may, at any time and from time to time,
designate  a  beneficiary  to receive the severance compensation in the event of
his  death,  or  if no beneficiary is designated then the severance compensation
shall  be  paid  to Executive's estate.  If Executive's employment is terminated
for  any  reason  which  would entitle Executive to severance compensation under
both Paragraph (6) above and this Paragraph (6A) but for this sentence, then the
provisions  of  Paragraph  (6)  shall apply and the provisions of this Paragraph
(6A)  shall  not  apply.

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     If Executive elects to terminate his employment for the reason set forth in
this  Section  (6A), then (i) if Executive subsequently obtains other employment
providing  him  with base salary and health benefit coverage equal to or greater
than  Executive's  base salary and health benefit coverage in effect immediately
preceding  the  date  of  termination, then the obligation of the Company to pay
severance compensation as provided for in this Section (6A) shall terminate upon
the  date  such  other  employment  begins  (with  a pro rata fractional monthly
payment  to  be  made  to Executive based on the number of days between the date
Executive's  new employment begins and the date of the last full monthly payment
of  severance  compensation  to Executive if the new employment begins on a date
other  than  the  beginning  of  a  monthly pay period for Executive's severance
compensation  )  and (ii) if Executive subsequently obtains employment providing
him  with  base  salary  and  health benefit coverage less than Executive's base
salary  and  health benefit coverage in effect immediately preceding the date of
termination,  then  the amount of the monthly payments of severance compensation
provided  for  in  this Section (6A) shall be reduced to the amount necessary to
make the sum of (A) Executive's base salary and health benefit coverage from his
new  employment  plus (B) the reduced monthly payment of severance compensation,
equal  to  the  original amount of the monthly payment of severance compensation
provided  for  in  this  Section  (6A)  prior  to  the  reduction.

     A  "Change-of-Control" means the occurrence of one or more of the following
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events:

(i)     any  Person (including a Person's Affiliates and associates), other than
a  Permitted Holder, becomes the beneficial owner (as defined under 13d-3 or any
successor  rule or regulation promulgated under the Exchange Act) of 50% or more
of  the  total  voting  or  economic power of the Common Stock of the Company or
Ranger;

(ii)     any Person (including a Person's Affiliates and associates), other than
a  Permitted  Holder,  becomes  the beneficial owner of more than 33-1/3% of the
total  voting  power  of  the  Common  Stock  of  the Company or Ranger, and the
Permitted Holders beneficially own, in the aggregate, a lesser percentage of the
total voting power of the Common Stock of the Company or Ranger, as the case may
be, than such other Person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the Board
of  Directors  of  the  Company  or  Ranger,  as  the  case  may  be;

(iii)     there  shall be consummated any consolidation or merger of the Company
or Ranger in which the Company or Ranger, respectively, is not the continuing or
surviving  corporation  or  pursuant to which the Common Stock of the Company or
Ranger  would be converted into cash, securities or other property, other than a
merger  or  consolidation  of  the Company or Ranger in which the holders of the
Common  Stock  of  the  Company  or  Ranger,  as  the  case  may be, outstanding
immediately  prior  to the consolidation or merger hold, directly or indirectly,
at least a majority of the Common Stock of the surviving corporation immediately
after  such  consolidation  or  merger;

(iv)     there  shall  be  consummated a sale of all or substantially all of the
assets  of  the  Company  or  Ranger  in  one  transaction  or series of related
transactions;  or

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(v)     during  any  period  of  two  consecutive  years, individuals who at the
beginning  of  such  period constituted the Board of Directors of the Company or
Ranger  (together  with  any  new  directors  whose  election  by  such Board of
Directors or whose nomination for election by the shareholders of the Company or
Ranger,  as  the  case  may be, has been approved by a majority of the directors
then  still  in office who either were directors at the beginning of such period
or  whose  election  or  recommendation for election was previously so approved)
cease  to  constitute  a  majority  of  the Board of Directors of the Company or
Ranger,  as  the  case  may  be.

For  purposes  of this definition, "voting power" shall be deemed to include the
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potential  for voting power upon conversion of outstanding non-voting securities
into  voting securities, and "Affiliate," "Board of Directors,"  "Common Stock,"
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"Permitted  Holders"  and  "Person"  shall  have  the  meanings set forth in the
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Indenture  dated  August  18, 1998, pertaining to the Company's 11% Senior Notes
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due  2005.
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     4.     CONFORMING AMENDMENT.  Clause (c) of the definition of "Constructive
Termination"  set  forth  in  Section  (6) of the Employment Agreement is hereby
deleted  and  replaced  in  its  entirety  with  the  following:

     (c)     The  Company  or  any  of its affiliates substantially breaches any
term  of  (i)  this  Agreement,  (ii)  the  Amended and Restated Executive Stock
Agreement  dated  as of August 31, 2000 between Ranger Aerospace Corporation and
Executive,  (iii)  the Amended & Restated Executive Stock Pledge Agreement dated
August  31,  2000  between  Ranger Aerospace Corporation and Executive, (iv) the
Second  Executive Stock Agreement dated August 31, 2000 between Ranger Aerospace
Corporation and Executive, (v) the Second Executive Stock Pledge Agreement dated
August  31,  2000  between  Ranger Aerospace Corporation and Executive, (vi) the
Nonqualified  Stock  Option  Agreement  dated March 7, 2000, as amended, between
Ranger  Aerospace  Corporation  and  Executive,  (vii)  the  Ranger  Aerospace
Corporation Securityholders Agreement dated April 1, 1998, as amended, or (viii)
any  amendment  or successor to any of the foregoing agreements, which breach is
not  cured  within fifteen (15) days of receipt by the Company of written notice
from  you  of such breach, and which breach has a material adverse effect on the
Executive.

     5.     NO  OTHER  AMENDMENTS.  Except  as  explicitly  amended  by  this
Amendment,  the  Employment  Agreement shall remain in full force and effect and
unamended.

     6.     APPLICABLE  LAW.  This  Amendment shall be controlled, construed and
governed  under the laws of the State of Florida 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.

     7.     SEVERABILITY.  If  any  paragraph,  clause  or  provision  of  this
Amendment  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 Executive and the Company is that
the  remaining  parts  of  this  Amendment  shall  not  be  thereby  affected.

     8.     CAPTIONS.  The captions of the various paragraphs are solely for the
convenience of the parties hereto and shall not control or affect the meaning or
construction  of  this  Amendment.

     9.     COUNTERPARTS.  This  Amendment  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.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed and sealed this
Amendment  No.  1  to  Amended  & Restated Employment Agreement the day and year
first  above  written.


     AIRCRAFT  SERVICES  INTERNATIONAL
GROUP,  INC.

     By:  ___________________________________
       Stephen  D.  Townes,  President  &  CEO


     _______________________________________
GEORGE  W.  WATTS

Agreed  and  Accepted:

JOHN  HANCOCK  MUTUAL  LIFE
INSURANCE  COMPANY

By:  __________________________
Name:  ________________________
Title:  _________________________

CIBC  WOOD  GUNDY  VENTURES,  INC.

By:  __________________________
Name:  ________________________
Title:  _________________________

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