SECOND
                          RANGER AEROSPACE CORPORATION
                            EXECUTIVE STOCK AGREEMENT
                            -------------------------

     THIS  EXECUTIVE 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  George W. Watts ("Executive").
                                 -------                            ---------

                                    RECITALS

     A.     Effective  Date.  The  Company, Executive 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  and  the  Company  dated as of March 7, 2000 the
Company  and  Executive 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 5(c) of Executive's Amended &
            --------------
Restated  Employment  Agreement dated March 7, 2000, as amended, the Company has
agreed  that in the event it issues securities in one or more private placements
it  will  permit  Executive  to purchase securities in such private placement(s)
with  an  aggregate  purchase  price  of  up  to $98,950.23 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 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,
in  January,  1999, and the Company and Executive desire that Executive purchase
additional  shares  of  Class  B  Common  Stock  and Preferred Stock to gross-up
Executive  in  connection  with  these  other  private  placements.

     E.     Shares  to  be  Sold  to  Executive.  The  Company and the Executive
            -----------------------------------
desire  to  enter  into an agreement pursuant to which Executive shall purchase,
and  the Company shall sell (i) 110 shares of the Company's Class B Common Stock
at a price of $100 per share and 17 shares of the Company's Preferred Stock at a
price  of  $1,000  per  share pursuant to the Gross-up Pool and (ii) 6 shares of
Class B Common Stock at a price of $100 per share and 1 share of Preferred Stock
at  a  price  of $1,000 per share to "gross-up" Executive 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  "Executive  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  Executive  Stock.
--     -----------------------------------------

(1)     Upon  execution  of  this  Agreement,  Executive shall purchase, and the
Company  shall  sell to Executive, 116 shares of Class B Common Stock at a price
of  $100  per  share  and  18 shares of Preferred Stock at a price of $1,000 per
share  for  an aggregate purchase price of $29,600. The Company shall deliver to
Executive  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 Executive shall pay to
the  Company $1.34 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
$29,598.66  (the  "Executive  Note"). Executive's obligation under the Executive
                   ---------------
Note  shall be secured by a pledge of the 116 shares of Class B Common Stock and
the  18  shares  of  Preferred  Stock  purchased  by  Executive hereunder and in
connection  therewith, Executive shall enter into a pledge agreement in the form
of  ANNEX B attached hereto.  The Company and Executive hereby agree that 110 of
the  shares  of  Class  B  Common  Stock and 17 of the shares of Preferred Stock
purchased by Executive hereunder are purchased pursuant to the Gross-up Pool and
     that  the  other  6 shares of Class B Common Stock and 1 share of Preferred
Stock  purchased by Executive hereunder are not purchased in connection with the
Gross-up  Pool.

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

(1)     Executive  Stock  to be acquired by Executive pursuant to this Agreement
shall  be  acquired  for  Executive's  own  account  and  not with a view to, or
intention  of,  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
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.

(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 cash and 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.

<PAGE>

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 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  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 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
EXECUTIVE  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, 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 4 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.

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

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

     "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

<PAGE>

     With  a  copy  to:

     Eric  K.  Graben,  Esq.
Wyche,  Burgess,  Freeman  &  Parham,  P.A.
44  East  Camperdown  Way  (29601)
Post  Office  Box  728
Greenville,  South  Carolina  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 Second 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

$29,598.66     August  31,  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 $29,598.66.  This Note was issued pursuant to and
is subject to the terms of the Second 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 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) 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  Florida.



     RANGER  AEROSPACE  CORPORATION,
     a  Delaware  Corporation


           By:______________________________

           Its:______________________________



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




<PAGE>
                                     ANNEX B

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


     THIS  PLEDGE  AGREEMENT  is  made  as of August 31, 2000, between George W.
Watts ("Pledgor"), and Ranger Aerospace Corporation, a Delaware Corporation (the
        -------
"Company").
 -------

               The  Company  and Pledgor are parties to a Second Executive Stock
Agreement  of  even  date  herewith, pursuant to which Pledgor purchased (i) 116
shares  of the Company's Class B Common Stock, $.01 par value per share and (ii)
18  shares of the Company's Redeemable Preferred Stock, par value $.01 per share
(the  "Pledged  Shares"),  for  an  aggregate purchase price of $29,600.00.  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 $29,598.66.
                         ----
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 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 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  Florida.

     *    *    *    *

<PAGE>

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


          RANGER  AEROSPACE  CORPORATION

          By:   ______________________________

     Its:   ______________________________


     ___________________________________
George  W.  Watts



<PAGE>