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

     THIS  AMENDMENT  (this  "Amendment")  to  the  Second  Ranger  Aerospace
                              ---------
Corporation  Executive  Stock  Agreement  by  and  between  Ranger  Aerospace
Corporation,  a Delaware corporation and Stephen D. Townes ("Executive") is made
                                                             ---------
as  of  August  31,  2000.

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

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

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

     The  Company  and  Executive  desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell to Executive, (i) 800
shares  of  the  Company's  Class B Non-Voting Common Stock, par value $0.01 per
share (the "Common Stock"), at a price of $100 per share, and (ii) 120 shares of
            ------------
the  Company's  Redeemable  Preferred  Stock,  par  value  $.01  per  share (the
"Preferred  Stock)  at  a price of $1,000 per share.  The shares of Common Stock
        ---------
and  Preferred  Stock  purchased  by  Executive  hereunder  are  referred  to
collectively  in  this  Agreement  as  the  "Shares"  or  the "Executive Stock."
                                             ------            ---------------
Certain  definitions  are  set  forth  in  paragraph  6  of  this  Agreement.

     The  parties  hereto  agree  as  follows:

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

     (1)     Upon execution of this Agreement, Executive shall purchase, and the
Company  shall  sell  to Executive, 800 shares of Common Stock and 120 shares of
Preferred  Stock for an aggregate purchase price of $200,000.  The Company shall
deliver to Executive certifi-cates repre-senting the Shares, and Executive shall
deliver  to the Company a promissory note in the form of ANNEX A attached hereto
in an aggregate principal amount of $200,000 (the "Executive Note"). Executive's
                                                   --------------
obligation  under  the  Executive  Note  shall be secured by a pledge of the 800
shares  of  Class B Common Stock and the 120 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.

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

     (1)     Execu-tive  Stock  to  be  acquired  by  Executive pursuant to this
Agreement  shall be acquired for Executive's own account and not with a view to,
or  intention  of,  distribu-tion thereof in violation of the Securities Act, or
any  applicable  state  securities  laws, and Executive shall not dispose of any
shares  of  Executive  Stock  in  contravention  of  the  Securities  Act or any
applicable  state  securities  laws.

     (2)     Executive is an employee of the Company or one of its subsidiaries,
is  sophisticated  in  financial  matters  and is able to evaluate the risks and
benefits  of  an  investment  in  Executive  Stock.

     (3)     Executive  is  able  to  bear  the  economic  risk  of  his  or her
investment  in  Executive  Stock  for  an  indefinite period of time.  Executive
understands  that  shares  of Executive Stock have not been registered under the
Securities  Act  and,  therefore, cannot be sold unless subsequent-ly registered
under  the  Securities  Act or an exemption from such registration is available.

     (4)     Executive  has  had  an  opportunity  to  ask questions and receive
answers  concerning  the terms and conditions of the offering of Executive Stock
and has had full access to (A) such other information concerning the Company and
the  offering  of  Executive  Stock hereunder as he or she has requested and (B)
such other information which Executive deemed necessary and desirable to make an
informed  investment  decision  regarding  the  purchase  of  Executive  Stock
hereunder.

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

     (3)     As  an  inducement  to  the  Company  to  issue  Executive Stock to
Executive  hereunder,  and  as  a  condition thereto, Executive acknowledges and
agrees  that:

     (1)     neither  the issuance of Executive Stock to Executive hereunder nor
any  provision  contained  herein  shall  entitle  Executive  to  remain  in the
employment of the Company or its subsidiaries or affect the right of the Company
or  its  subsidiaries  to  terminate  Executive's  employment  at  any time; and

     (2)     neither  the  Company  nor  its subsidiaries shall have any duty or
obligation  to  disclose  to  Executive, and Executive shall have no right to be
advised  of,  any  information  regarding the Company or its subsidiaries at any
time prior to, upon or in connection with the repurchase of Executive Stock upon
the  termination  of Executive's employment with the Company or its subsidiaries
or  as  otherwise  provided  hereunder.

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

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

28     Restrictions  on  Transfer of Executive Stock.  Executive shall not sell,
       ---------------------------------------------
pledge or otherwise transfer any interest in any Executive Stock except pursuant
to:  (i)  a  Public  Sale,  (ii)  the  provisions  of  paragraph 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 MARCH
7,  2000,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN
      ---
THE  ABSENCE OF AN EFFECTIVE REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE  SECURITIES  LAWS  OR  AN  EXEMP-TION  FROM REGISTRATION THEREUN-DER.  THE
SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  ALSO  SUBJECT TO ADDITIONAL
RESTRICTIONS  ON  TRANSFER,  CERTAIN  REPURCHASE  OPTIONS  AND  CERTAIN  OTHER
AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL  HOLDER OF SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF MARCH
7,  2000,  AS  AMENDED AND MODIFIED FROM TIME TO TIME.  A COPY OF SUCH AGREEMENT
MAY  BE  OBTAINED  BY  THE  HOLDER  HEREOF  AT  THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS  WITHOUT  CHARGE."

     (7)     Holdback.  In  connection with any Public Sale, Executive agrees to
             --------
comply with the terms of any underwriting agreement (or other related agreement)
that  is  approved by the Board and entered into by the holders of a majority of
shares  in  the  Company.

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

     (8)     Consent  to Sale of the Company.  If the Board and the holders of a
             -------------------------------
majority  of  the Company's Common Stock then out-standing approve a Sale of the
Company  (the  "Approved  Sale"),  Executive  shall  consent  to  and  raise  no
                --------------
objections  against  the  Approved Sale of the Company.  If the Approved Sale is
structured as a sale of stock, Executive shall agree to sell all Executive Stock
on  the terms and conditions approved by the Board and the holders of a majority
of  the  Common Stock then outstanding.  If the Approved Sale is structured as a
merger,  Executive  shall  approve the merger and agree to waive all dissenters,
approval  or  similar  rights  he  or  she  may  have  in  connection therewith.
Executive  shall take all necessary and desirable actions in connection with the
consummation  of  any  Approved  Sale  as  reasonably  requested by the Board or
holders  of  a  majority  of  the  Company's  Common  Stock  then  outstanding.

     (9)     Conditions  to  Obligation.  The  obligations  of  Executive  with
             --------------------------
respect  to  the  Approved Sale are subject to the satisfaction of the following
conditions:  (i)  upon  the  consummation  of the Approved Sale, Executive shall
receive  the  same  form  of consideration and the same portion of the aggregate
consideration that Executive would have received if such aggregate consideration
had  been  distributed  by  the  Company in complete liquidation pursuant to the
rights  and  preferences set forth in the Company's Certificate of Incorporation
as in effect immediately prior to the consummation of the Approved Sale; (ii) if
any  other  holder  of capital stock of the Company is given an option as to the
form  and  amount  of consideration to be received, Executive shall be given the
same  option.

     (10)     Purchaser  Representative.  If  the  Company or the holders of the
              -------------------------
Company's  securities  enter  into any negotiation or transaction for which Rule
506  (or any similar rule then in effect) promulgated by the Securities Exchange
Commission  may  be  available  with  respect to such negotiation or transaction
(in-cluding  a  merger, consolidation or other reorganization), Executive shall,
at the request of the Company, appoint a purchaser repre-sentative (as such term
is  defined  in  Rule  501)  reasonably acceptable to the Company.  If Executive
appoints  the  purchaser  repre-sentative designated by the Company, the Company
shall  pay  the fees of such purchaser representative, but if Executive declines
to  appoint  the  purchaser  representative  designated by the Company Executive
shall  appoint  another  purchaser  representative (reasonably acceptable to the
Company),  and shall be responsible for the fees of the purchaser representative
so  appointed.

     (11)     Termination  of  Restrictions.  The provisions of this paragraph 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.
      -----

     "Common  Stock"  shall  mean the Company's Class B Non-Voting Common Stock,
      -------------
par  value $.01 per share, or, in the event that the outstanding Common Stock is
hereafter  changed  into  or  exchanged for different stock or securities of the
Company,  such  other  stock  or  securi-ties.

     "Company"  shall mean Ranger Aerospace Corporation, a Delaware corporation.
      -------
<PAGE>

     "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:
              -----------------

Stephen  D.  Townes
     318  Scarborough  Drive
Greer,  SC  29650
Telephone:   (864)  848-2760
Facsimile:     (864)  848-2759

     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

<PAGE>

or  such other address or to the attention of such other person as the recipient
party  shall  have  specified  by  prior  written  notice  to the sending party.

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

     (14)     Transfers  in  Violation  of Agreement.  Any Transfer or attempted
              --------------------------------------
Transfer  of any Executive Stock in violation of any provision of this Agreement
shall  be  void,  and the Company shall not record such Transfer on its books or
treat  any  purported  transferee  of  such Executive Stock as the owner of such
stock  for  any  purpose.

     (15)     Severability.  Whenever possible, each provision of this Agreement
              ------------
shall  be  interpreted  in  such  manner  as  to  be  effective  and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by  or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  this  Agreement.

     (16)     Entire  Agreement.  This  Agreement  constitutes  the  entire
              -----------------
understanding  between  Executive  and  the  Company,  and  supersedes all other
agreements,  whether  written  or  oral,  with  respect  to  the  acquisition by
Executive  of  Executive  Stock  of  the  Company.

     (17)     Counterparts. This Agreement may be executed simultaneously in two
              ------------
or  more  counterparts,  each  of which shall constitute an original, but all of
which  taken  together  shall  constitute  one  and  the  same  Agreement.

     (18)     Successors  and  Assigns.  Except  as otherwise expressly provided
              ------------------------
herein, all covenants and agreements contained in this Agreement by or on behalf
of  any  of  the  parties  hereto  shall  bind  and  inure to the benefit of the
respective  successors  and  permitted  assigns of the parties hereto whether so
expressed  or  not.

     (19)     Governing  Law.  The  corporate  law  of Delaware shall govern all
              --------------
questions  concerning  the  relative rights of the Company and its stockholders.
All  other questions concerning the construction, validity and interpretation of
this  Agreement  shall  be  governed  by  the  internal  law, and not the law of
conflicts,  of  Delaware.

     (20)     Remedies.  The  parties  hereto shall be entitled to enforce their
              --------
rights  under  this  Agreement specifically, to recover damages by reason of any
breach  of  any  provision  of  this  Agreement and to exercise all other rights
existing  in  their  favor.  The parties hereto acknowledge and agree that money
damages would not be an adequate remedy for any breach of the provisions of this
Agreement  and  that  any party hereto may, in its sole discretion, apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive  relief  (without posting bond or other security) in order to enforce
or  prevent  any  violation  of  the  provisions  of  this  Agreement.

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

     (22)     Business  Days.  If  any  time  period for giving notice or taking
              --------------
action  hereunder  expires on a day which is a Saturday, Sunday or legal holiday
in  the state in which the Company's chief executive office is located, the time
period shall be automatically extended to the business day immediately following
such  Saturday,  Sunday  or  holiday.

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

     *     *     *     *

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


     RANGER  AEROSPACE  CORPORATION,


     By:______________________________

Its:  ______________________________



     EXECUTIVE

     _________________________________
Stephen  D.  Townes


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

$200,000     March  7,  2000


     For  value  received, Stephen D. Townes ("Promisor") promises to pay to the
                                               --------
order  of  Ranger Aerospace Corporation, a Delaware corporation (the "Company"),
                                                                      -------
the  aggregate  principal  sum of $200,000.00.  This Note was issued pursuant to
and  is  subject to the terms of the Amended and Restated Second Executive Stock
Agreement,  dated  as  of the date hereof, between the Company and Promisor (the
"Second  Executive  Stock  Agreement").  Unless  otherwise  indicated  herein,
  ----------------------------------
capitalized  terms  used  in  this Note have the meaning set forth in the Second
  -----
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  Second  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 Second 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 Second
Executive  Stock  Agreement,  it  is  expressly  agreed  that the Company or any
subsequent  holder  of  this  Note  shall  look  only to the Pledged Shares with
respect  to  aggregate  Defaults in excess of the sum of (i) 25% of the original
principal  amount  of  this  Note  and  (ii)  25% of all interest (both paid and
unpaid)  accrued  on  the  Note,  it being understood that, with respect to such
amounts,  this  Note  shall  be  without  recourse  to  Promisor with respect to
aggregate  Defaults  exceeding  such  amount.

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

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

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

<PAGE>

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


     RANGER  AEROSPACE  CORPORATION,
     a  Delaware  Corporation


           By:______________________________

           Its:______________________________



           _____________________________
          Stephen  D.  Townes
     ------------------------


<PAGE>
                                     ANNEX B

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


     THIS  PLEDGE AGREEMENT is made to be effective as of March 7, 2000, between
Stephen  D.  Townes  ("Pledgor"),  and  Ranger Aerospace Corporation, a Delaware
                       -------
Corporation  (the  "Company").
                    -------

     The  Company  and  Pledgor  are  parties  to  an  Amended & Restated Second
Executive  Stock  Agreement  of  even  date  herewith, pursuant to which Pledgor
purchased  (i)  800 shares of the Company's Class B Common Stock, $.01 par value
per  share  and (ii) 120 Shares of the Company's Redeemable Preferred Stock, par
value  $.01  per  share  (collectively,  the "Pledged Shares"), for an aggregate
                                              --------------
purchase  price  of  $200,000.  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  $200,000.  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 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:   ______________________________


     ___________________________________
Stephen  D.  Townes


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

                                 August 31, 2000

Stephen  D.  Townes
318  Scarborough  Dr.
Greenville,  SC  29650

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

Dear  Stephen:

     The  Company  is  pleased  to  advise  you  that its Board of Directors has
amended your stock option dated March 7, 2000 (the "Option"), as provided below.
                                                    ------

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

     "Good Reason" shall mean any of the following: (a) the Company reduces your
      -----------
base  salary;  (b)  the Company assigns to you any duties inconsistent with your
duties  or  responsibilities  as  President  and  Chief Executive Officer of the
Company  or changes your reporting responsibilities or title; (c) the Company or
any  of  its affiliates breaches any of the terms of this agreement or any other
agreement  between  the Company or any of its affiliates and you which breach is
not  cured  within fifteen (15) days of receipt by the Company of written notice
from  you  of  such  breach;  (d) you are required by the Company to permanently
relocated  your  primary residence for purposes of your Employment with Aircraft
Service International Group, Inc. and in connection therewith you decide to move
your  family  to  such  residence; or (e) you elect to terminate your Employment
with  Aircraft  Service  International  Group,  Inc.  in  connection  with  the
occurrence  of  a Change-in-Control as defined in that certain Amendment No.1 to
the  Amended  &  Restated  Aircraft Service International Group, Inc. Employment
Agreement  of  even  date herewith by and between Aircraft Service International
Group,  Inc.  and  you.

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

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

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

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

<PAGE>

     Please execute the extra copy of this agreement to your Option in the space
below  and  return  it  to  the  Company's Secretary at its executive offices to
confirm  your  understanding  and acceptance of the agreements contained in this
amendment  to  your  Option.

     Very  truly  yours,

     Ranger  Aerospace  Corporation


     By:  ___________________________
       George  Schwartz,  Chairman



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


Dated  as  of                         OPTIONEE

August  31,  2000
     ___________________________________
Stephen  D.  Townes




Agreed  and  Accepted:

JOHN  HANCOCK  MUTUAL  LIFE
INSURANCE  COMPANY

By:  __________________________
Name:  ________________________
Title:  _________________________

CIBC  WOOD  GUNDY  VENTURES,  INC.

By:  __________________________
Name:  ________________________
Title:  _________________________

<PAGE>