SECOND
                          RANGER AEROSPACE CORPORATION
                            INVESTOR STOCK AGREEMENT
                            ------------------------

     THIS  INVESTOR  STOCK AGREEMENT (this "Agreement") is made as of August 31,
                                            ---------
2000, to be effective as of March 7, 2000, between Ranger Aerospace Corporation,
a Delaware corporation (the "Company"), and Gene Z. Salkind, M.D., solely in his
                             -------
capacity  as Trustee of the Danielle Schwartz Trust UAD 10/1/93 ("Investor") and
                                                                  --------
George  Schwartz  ("Chairman").
                    --------

                                    RECITALS

     A.     Effective  Date.  The  Company, Investor, Chairman and certain other
            ---------------
founders  of  the Company have agreed since the founding of the Company in March
of  1998  that such founders would have "gross-up" rights pursuant to which such
founders  would  have the opportunity to purchase common stock of the Company in
conjunction  with  private  placements  of  equity  securities of the Company to
maintain  their  proportional ownership of Company common stock.  Since March of
1998,  the  Company  has sold equity securities in various private placements as
set  forth  in  more detail below.  In conjunction with the execution of certain
agreements  between executive officers and the Company dated as of March 7, 2000
the  Company  and  Investor  agreed  to  implement  the  "gross-ups";  however,
perfection  of  the documents pertaining to such gross-ups was delayed until the
date  hereof.

     B.     Gross-Up  Pool.  Pursuant  to Paragraph 1(e) of the Ranger Aerospace
            --------------
Corporation  Investor  Stock Agreement dated April  2, 1998, as amended, between
the  Company, Investor and Chairman, the Company has agreed that in the event it
issues  securities  in one or more private placements it will permit Investor to
purchase  securities  in  such  private  placement(s) with an aggregate purchase
price  of  up  to  $825,870.31  for  all  such private placements (the "Gross-up
                                                                        --------
Pool").

     C.     Private  Placements  Implicating  Gross-Up Pool.  The Company issued
            -----------------------------------------------
(i)  2,065.6  shares of its Class A Common Stock, par value $0.01 per share (the
"Class  A Common Stock"), 12,734.4 shares of its Class B Common Stock, par value
 ---------------------
$0.01 per share (the "Class B Common Stock" and together with the Class A Common
                      --------------------
Stock,  the  "Common Stock") and 2,220 shares of its Redeemable Preferred Stock,
              ------------
par  value  $0.01  per share (the "Preferred Stock" and together with the Common
                                   ---------------
Stock,  the  "Company  Stock") to certain of its existing shareholders and their
              --------------
affiliates  on  August 12, 1999, (ii) 800 shares of its Class B Common Stock and
108  shares  of  its  Preferred  Stock to Stephen D. Townes on March 7, 2000 and
(iii)  200  shares  of  its  Class B Common Stock and 30 shares of its Preferred
Stock  to  Jeff  Hartman  on  August  31,  2000.

     D.     Other  Private  Placements.  The  Company  has  also  issued (i) 844
            --------------------------
shares  of  its  Class  B  Common  Stock  to  certain  senior  executives of its
wholly-owned  subsidiary  Aircraft Service International Group, Inc., a Delaware
corporation  ("ASIG"),  in  January,  1999,  and  (ii) 720 shares of its Class B
               ----
Common  Stock  and 108 shares of its Preferred Stock to George W. Watts on March
7,  2000,  and the Company and Investor desire that Investor purchase additional
shares  of  Class  B  Common  Stock  and Preferred Stock to gross-up Investor in
connection  with  these  other  private  placements.

     E.     Shares  to be Sold to Investor.  The Company and the Investor desire
            ------------------------------
to  enter  into  an agreement pursuant to which Investor shall purchase, and the
Company  shall  sell  (i)  924 shares of the Company's Class B Common Stock at a
price  of  $100  per  share and 139 shares of the Company's Preferred Stock at a
price  of  $1,000  per share pursuant to the Gross-up Pool and (ii) 98 shares of
Class  B  Common  Stock  at a price of $100 per share and 15 shares of Preferred
Stock  at  a price of $1,000 per share to "gross-up" Investor in connection with
the  other  private  placements  not  implicating the Gross-up Pool.  All shares
referred  to in clauses (i) and (ii) of this Recital D are collectively referred
to  herein  as  the  "Investor  Stock".
                      ---------------

     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:

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

(1)     Upon  execution  of  this  Agreement,  Investor  shall purchase, and the
Company  shall sell to Investor, 1,022 shares of Class B Common Stock at a price
of  $100  per  share  and 154 shares of Preferred Stock at a price of $1,000 per
share  for an aggregate purchase price of $256,200. The Company shall deliver to
Investor  a  copy  of the certificate representing such shares of Class B Common
Stock  and a copy of the certificate representing such shares of Preferred Stock
(the originals of which the Company shall retain), and Investor shall pay to the
     Company  $11.76  in cash and shall deliver to the Company a promissory note
in  the  form  of  ANNEX  A  attached hereto in an aggregate principal amount of
$256,188.24 (the "Investor Note"). Investor's obligation under the Investor Note
                  -------------
shall be secured by a pledge of the 1,022 shares of Class B Common Stock and the
154  shares of Preferred Stock purchased by Investor hereunder and in connection
therewith,  Investor  shall enter into a pledge agreement in the form of ANNEX B
attached  hereto.  The  Company and Investor hereby agree that 924 of the shares
of  Class  B  Common Stock and 139 of the shares of Preferred Stock purchased by
Investor  hereunder  are  purchased  pursuant  to the Gross-up Pool and that the
other  98  shares  of  Class  B  Common  Stock  and 15 shares of Preferred Stock
purchased  by  Investor  hereunder  are  not  purchased  in  connection with the
Gross-up  Pool.

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

(1)     Investor  Stock  to  be  acquired by Investor pursuant to this Agreement
shall  be  acquired  for  Investor'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 Investor shall not dispose of any shares
of Investor Stock in contravention of the Securities Act or any applicable state
     securities  laws.

(2)     Investor  is  sophisticated in financial matters and is able to evaluate
the  risks  and  benefits  of  an  investment  in  Investor  Stock.

(3)     Investor  is  able to bear the economic risk of his or her investment in
Investor  Stock  for  an  indefinite  period of time.  Investor understands that
shares  of Investor 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)     Investor  has  had  an  opportunity to ask questions and receive answers
concerning  the  terms  and conditions of the offering of Investor Stock and has
had  full  access  to  (A) such other information concerning the Company and the
offering  of  Investor  Stock  hereunder as he or she has requested and (B) such
other  information  which  Investor  deemed  necessary  and desirable to make an
informed investment decision regarding the purchase of Investor Stock hereunder.

(5)     This  Agreement  constitutes  the legal, valid and binding obligation of
Investor,  enforceable in accordance with its terms, and the execution, delivery
and  performance  of  this Agreement by Investor does not and shall not conflict
with,  violate  or  cause  a  breach of any agreement, contract or instrument to
which  Investor is a party or any judgment, order or decree to which Investor is
subject.

(3)     As  an  inducement  to  the  Company to issue Investor Stock to Investor
hereunder,  and  as  a  condition thereto, Chairman acknowledges and agrees that
neither  the  issuance of Investor Stock to Investor hereunder nor any provision
contained  herein  shall  entitle  Chairman  to  remain in the employment of the
Company  or  its  subsidiaries  or  affect  the  right  of  the  Company  or its
subsidiaries  to  terminate  Chairman's  employment  at  any  time.

(4)     The  Company,  Investor  and  Chairman  acknowledge  and agree that this
Agreement  has  been  executed and delivered, and Investor Stock has been issued
hereunder,  in  connection  with and as a part of the compensation and incentive
arrangements  between  ASIG,  the  Company  and  Chairman.

(5)     As  an  inducement to Investor to purchase Investor 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  Investor  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 Investor Stock has been duly
authorized  and  validly  issued,  and  that  upon  satisfaction  of  Investor's
obligation  to  pay  the cash and the principal of and interest on the Note, the
Investor  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  Investor Stock.  Investor shall not sell,
--     ----------------------------------------------
pledge  or otherwise transfer any interest in any Investor Stock except pursuant
--
to:  (i)  a  Public  Sale,  (ii)  the  provisions  of  paragraph 4 hereof, (iii)
paragraphs  3  or  4  of  the  Security Holders Agreement dated April 1, 1998 as
amended  by  and  among  the  parties hereto and other parties, or (iv) upon the
death  of  Investor  pursuant  to  his  or  her  will or the laws of descent and
distribution.

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

(6)     The  certificates  representing  shares of Investor Stock shall bear the
following  legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON AUGUST
31,  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 AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR
STOCK  AGREEMENT  BETWEEN  THE  COMPANY  AND  THE  ORIGINAL HOLDER OF SECURITIES
REPRESENTED  BY  THIS  CERTIFICATE  DATED  AS OF AUGUST 31, 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, Investor 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"), Investor 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, Investor shall agree to sell all Investor 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,  Investor  shall  approve  the merger and agree to waive all dissenters,
approval or similar rights he or she may have in connection therewith.  Investor
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 Investor with respect to
---     --------------------------
the  Approved  Sale are subject to the satisfaction of the following conditions:
(i)  upon the consummation of the Approved Sale, Investor shall receive the same
form  of  consideration and the same portion of the aggregate consideration that
Investor  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, Investor 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), Investor 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 Investor
appoints  the  purchaser  repre-sentative designated by the Company, the Company
shall pay the fees of such purchaser representative, but if Investor declines to
appoint  the  purchaser  representative designated by the Company Investor 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 4 shall
----     ----------------------------
terminate  with respect to any shares of Investor Stock when such shares have be
sold  in  a  Public  Sale.

31     Definitions.
--     -----------

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

     "Investor  Stock"  shall  continue to be Investor Stock in the hands of any
      ---------------
holder  other  than  Investor  (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 Investor Stock shall
succeed  to  all rights and obliga-tions attributable to Investor as a holder of
Investor  Stock  hereunder.  Investor  Stock  shall  also  include shares of the
Company's  capital stock issued with respect to Investor 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).

32     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  Investor:
----     ----------------

Danielle  Schwartz  Trust,  UAD  10/1/93
     c/o  George  Schwartz
Tioga  Capital  Corporation
644  Santa  Helena
Solana  Beach,  CA  92075
Telephone:   (619)  481-5151
Facsimile:     (619)  481-8484

     With  a  copy  to:

     Gregory  Keever,  Esq.
Coudert  Brothers
1055  West  Seventh  Street,  20th  Floor
Los  Angeles,  CA  90017
Telephone:     (213)  891-0232
Facsimile:     (213)  689-4467

(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.

33     General  Provisions.
--     -------------------

(14)     Transfers  in  Violation  of  Agreement.  Any  Transfer  or  attempted
----     ---------------------------------------
Transfer  of  any Investor 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 Investor 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  Investor  and the Company, and supersedes all other agreements, whether
written  or  oral, with respect to the acquisition by Investor of Investor 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  Investor  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 Investor 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 Second Investor
Stock  Agreement  on  the  date  first  written  above.

     RANGER  AEROSPACE  CORPORATION


     By:______________________________

Its:  ______________________________


               _________________________________
     GEORGE  SCHWARTZ


     DANIELLE  SCHWARTZ  TRUST
UAD  10/1/93


     By:______________________________
      Gene  Z.  Salkind,  M.D.,  Trustee




<PAGE>
                                     ANNEX A

                                 PROMISSORY NOTE

$256,188.24     August  31,  2000


     For  value  received,  the Danielle Schwartz Trust UAD 10/1/93 ("Promisor")
                                                                      --------
promises  to  pay  to  the  order  of  Ranger  Aerospace Corporation, a Delaware
corporation  (the  "Company"), the aggregate principal sum of $256,188.24.  This
                    -------
Note  was  issued pursuant to and is subject to the terms of the Second Investor
Stock  Agreement,  dated  as  of  the  date  hereof, between the Company, George
Schwartz  and  Promisor  (the  "Investor  Stock  Agreement").  Unless  otherwise
                                --------------------------
indicated herein, capitalized terms used in this Note have the meaning set forth
in  the  Investor  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
Investor's Termination with Cause, except as otherwise provided herein or in the
Investor  Stock  Agreement  of  even  date  herewith.

     Payments  of principal of, and accrued and unpaid interest under, this Note
shall  be  due and payable upon Investor's receipt of proceeds from the transfer
of  any  Investor  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 Investor 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 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
Investor  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) 100% 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.

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



     RANGER  AEROSPACE  CORPORATION,
     a  Delaware  Corporation


           By:______________________________

           Its:______________________________


     DANIELLE  SCHWARTZ  TRUST
     UAD  10/1/93

           By:  _____________________________
                  Gene  Z.  Salkind,  M.D.,  Trustee
     -----------------------------------------------


<PAGE>
                                     ANNEX B

                                     SECOND
                          RANGER AEROSPACE CORPORATION
                         INVESTOR STOCK PLEDGE AGREEMENT
                         -------- ----- ------ ---------


     THIS  PLEDGE  AGREEMENT is made as of August 31, 2000, between the Danielle
Schwartz  Trust  UAD  10/1/93  ("Pledgor"),  and Ranger Aerospace Corporation, a
                                 -------
Delaware  Corporation  (the  "Company").
                              -------

     The  Company,  George Schwartz and Pledgor are parties to a Second Investor
Stock  Agreement  of even date herewith, pursuant to which Pledgor purchased (i)
1,022 shares of the Company's Class B Common Stock, $.01 par value per share and
(ii)  154 shares of the Company's Redeemable Preferred Stock, par value $.01 per
share  (the  "Pledged  Shares"), for an aggregate purchase price of $256,200.00.
              ---------------
The  Company  has  allowed Pledgor to purchase the Pledged Shares by delivery to
the  Company  of  a  Note  (the  "Note")  in  the  aggregate principal amount of
                                  ----
$256,188.24.  This Pledge Agreement provides the terms and conditions upon which
the  Note  is  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 Note 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
Note  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 the
Note or any other default under the 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  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 the Note.

     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  the Note when it becomes due (whether upon demand, acceleration
or  otherwise)  or  any  other  event  of  default under the 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 Delaware 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 Note; provided
that  after  payment  in  full  of  the  indebtedness evidenced by the Note, 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 100% of the accrued interest on the
Note  for  any  deficiency if the remaining proceeds are insufficient to pay the
indebtedness  under  the  Note  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 Note, 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 Note 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  Note  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.

     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  Delaware.

     *    *    *    *

<PAGE>

     IN  WITNESS  WHEREOF,  this Second Investor Stock Pledge Agreement has been
executed  as  of  the  date  first  above  written.


          RANGER  AEROSPACE  CORPORATION

          By:   ______________________________

     Its:   ______________________________


     DANIELLE  SCHWARTZ  TRUST
UAD  10/1/93

     By:  _______________________________
       Gene  Z.  Salkind,  M.D.,  Trustee


<PAGE>