RANGER AEROSPACE CORPORATION
                                WARRANT AGREEMENT
                                -----------------

                                  March 7, 2000


Tioga  Capital  Corporation
3285  Willard  Street
San  Diego,  CA  92128
Attention:  George  Schwartz,  President


Re:     Ranger  Aerospace  Corporation  (the  "Company")
                                               -------
Grant  of  Stock  Warrant
-------------------------

Gentlemen:

     The  Company  is  pleased  to  advise  you  that its Board of Directors has
granted  to Tioga Capital Corporation ("TCC") a stock warrant (an "Warrant"), as
                                                                   -------
provided  below.

     1.     Definitions.  For  the  purposes  of  this  Agreement, the following
            -----------
terms  shall  have  the  meanings  set  forth  below:

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

     "Cause"  shall  have  the  meaning  ascribed  to  the  term in the Chairman
      -----
Agreement  among, inter alia, George Schwartz ("GS") and the Company dated as of
      -           ----- ----
April  1,  1998  as amended.  GS shall not be deemed to have been terminated for
Cause  unless the Company has delivered to TCC or GS a written notice specifying
in  reasonable  detail  the  facts  and  circumstances  that  are  the basis for
terminating  GS'  position  with  the Company as Chairman for Cause.  Should the
Company  and  GS  be  unable  to  agree  on  whether or not GS' conduct, acts or
omissions  constitute  Cause within thirty (30) business days after GS' position
with  the Company as Chairman has been terminated, the controversy as to whether
GS'  conduct  constitutes  Cause  shall be settled exclusively by arbitration in
accordance  with the requirements of the labor arbitration rules of the American
Arbitration  Association  then  in  effect.  Arbitration shall commence upon the
appointment of arbitrators mutually agreeable to the parties and shall continue,
without  interruption  unless  required  by  the arbitrator(s), with the written
decision  of  the arbitrator(s) to be issued within one-hundred fifty (150) days
after  filing  a  Notice  of  Arbitration.  All  expenses  and  fees  of  the
arbitrator(s)  shall be borne by the parties equally.  Each party shall bear its
own  respective attorneys' and other legal fees and any decision, award or order
by  arbitration  shall  be  binding  upon  the  parties  hereof.

     "Code"  shall  mean  the Internal Revenue Code of 1986, as amended, and any
      ----
successor  statute.

     "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.
      -------

     "EBITDA"  for  any  fiscal  year,  shall  mean  the  Company's consolidated
      ------
earnings  before  any  charge for interest, taxes, depreciation or amortization.
      -

     "Fair Market Value" means the average of the closing prices of the sales of
      -----------------
each  class  of  common  stock  on all securities exchanges on which the Company
Stock  may  at  the  time be listed, or, if there have been no sales on any such
exchange  on  any day, the average of the highest bid and lowest asked prices on
all  such  exchanges  at  the  end  of  such  day,  or, if on any day a class of
Executive  Stock  is  not  so  listed, the average of the representative bid and
asked  prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if
on  any  day  a class of Executive Stock is not quoted in the NASDAQ System, the
average  of  the highest bid and lowest asked prices on such day in the domestic
over-the-counter  market  as  reported  by  the  National  Quotation  Bureau
Incorporated,  or any similar successor organization, in each such case averaged
over  a  period  of  21 business days consisting of the day as of which the Fair
Market  Value  is being determined and the 20 consecutive business days prior to
such  day.  If  at  any  time  a  class  of Executive Stock is not listed on any
securities  exchange  or  quoted  in  the  NASDAQ System or the over-the-counter
market, the Fair Market Value shall be the fair value of the shares of Executive
Stock  determined  reasonably  in  good  faith  by  the  Board.

     If  TCC  disagrees in any respect with the calculation of Fair Market Value
determined  by  the  Board,  TCC  may  within  30  business  days  after  such
determination  deliver  a  statement  to  the  Company  disagreeing  with  such
calculation  and  setting forth TCC's calculation of such amount (the "Statement
                                                                       ---------
of  Disagreement").  Any such Statement of Disagreement shall state the basis of
 ---------------
such  disagreement.  If  TCC  does  not deliver such a Statement of Disagreement
within such 30 day period, the calculation of Fair Market Value as determined by
the  Board  shall  be conclusive and binding.  If a Statement of Disagreement is
delivered to the Company, the Company and TCC shall, during the 30 business days
following  such  delivery, use their best efforts to reach agreement on the Fair
Market  Value.  Any such agreement reached shall be conclusive and binding.  If,
during such 30 business day period, the Company and TCC are unable to reach such
agreement,  each of us shall promptly, but in no case more than 10 business days
thereafter,  appoint  an  independent  nationally  recognized investment banking
firm,  which  firms  shall then, within 10 business days, jointly select a third
independent  and  impartial  nationally  recognized investment banking firm (the
"Investment  Banking  Firm")  to  resolve  such  disagreement and determine Fair
   -----------------------
Market  Value.  The Investment Banking Firm, acting in a neutral capacity, shall
   --
review  this Agreement and the Statement of Disagreement, and shall make its own
calculation  of Fair Market Value.  The Investment Banking Firm shall deliver to
the  Company  and  TCC,  as promptly as practicable, but in no case more than 30
business  days,  after  its retention, a report setting forth the calculation of
Fair  Market  Value.  Such  report  shall be final and binding.  The cost of the
Investment  Banking  Firm  shall  be  borne  by  the  Company  and  TCC equally.

     "Independent Third Party" means any person who does not own in excess of 5%
      -----------------------
of  the Company's Common Stock on a fully-diluted basis, who is not controlling,
controlled  by  or  under common control with any such 5% owner of the Company's
Common  Stock  and  who  is not the spouse, ancestor, or descendant (by birth or
adoption)  of  any  such  5%  owner  of  the  Company's  Common  Stock.

     "Warrant  Shares"  shall  mean  (i)  all  shares  of Common Stock issued or
      ---------------
issuable  upon  the  exercise of the Warrant and (ii) all shares of Common Stock
issued  with  respect to the Common Stock referred to in clause (i) above by way
of  stock  dividend or stock split or in connection with any conversion, merger,
consol-idation  or recapitalization or other reorganization affecting the Common
Stock.  Warrant  Shares  shall continue to be Warrant Shares in the hands of any
holder  other  than TCC (except for the Company or original stockholders and, to
the  extent  that  TCC  is  permitted  to  transfer  Warrant  Shares pursuant to
paragraph  7,  12,  13,  and 15 hereof, purchasers pursuant to a public offering
under the Securities Act), and each such transferee thereof shall succeed to the
rights  and  obligations  of  a  holder  of  Warrant  Shares  hereunder.

     "Public  Sale"  means the sale of any Warrant Shares to the public pursuant
      ------------
to  an  offering registered under the Securi-ties Act or to the public through a
broker,  dealer,  or market maker pursuant to the provisions of Rule 144 adopted
under  the  Securities  Act.

     "Qualified  Sale  of  the Company" means a Sale of the Company prior to the
      --------------------------------
Expiration  Date  of TCC's Warrant in which all securities owned by John Hancock
Mutual  Life  Insurance  Company and its affiliates and CIBC Wood Gundy Ventures
Inc.  and  its  affiliates,  including  (without limitation) any such securities
issued  pursuant  to  (i) the Securities Purchase Agreement dated as of April 1,
1998  by  and  among  the  Company and the Purchasers named therein and (ii) the
Securities  Purchase  Agreement  dated  as  of  August 12, 1999 by and among the
Company and the Purchasers named therein ("the Securities Purchase Agreements"),
                                               ------------------------------
are  sold,  redeemed,  or  receive  distributions  with  respect thereto, for an
amount,  payable in cash or readily marketable securities, equal to the original
issuance  price  thereof  plus  a cumulative annual internal rate of return (the
"IRR")  in excess of 35% as determined reasonably and in good faith by the Board
   -
(after taking into account any dilution suffered with respect to such securities
in  connection  with  such  a Qualified Sale of the Company as the result of the
acceleration  of  any  vesting  provisions  applicable  to any securities of the
Company  or  any  rights, options, or warrants to purchase any securities of the
Company  including  the  Home  Run  Vesting  Shares.)

     If  TCC  disagrees in any respect with the calculation of IRR as determined
by the Board, TCC may within 30 business days after such determination deliver a
statement to the Company disagreeing with such calculation and setting forth its
calculation  of such amount (the "IRR Statement of Disagreement").  Any such IRR
                                  -----------------------------
Statement  of  Disagreement  shall state the basis of such disagreement.  If TCC
does  not  deliver  the IRR Statement of Disagreement within such 30 day period,
the  calculation  of  IRR  as  determined  by  the Board shall be conclusive and
binding.  If  the IRR Statement of Disagreement is delivered to the Company, the
Company  and TCC shall, during the 30 business days following such delivery, use
our  best  efforts  to  reach  agreement on the IRR.  Any such agreement reached
shall  be  conclusive  and binding.  If, during such 30 business day period, the
Company  and  TCC are unable to reach such agreement, each of us shall promptly,
but  in  no  case  more than 10 business days thereafter, appoint an independent
nationally recognized investment banking firm, which firms shall then, within 10
business  days,  jointly  select  a  third  independent and impartial nationally
recognized  investment  banking  firm (the "Investment Banking Firm") to resolve
                                            -----------------------
such  disagreement  and  determine IRR. The Investment Banking Firm, acting in a
neutral  capacity,  shall  review  this  Agreement  and  the  IRR  Statement  of
Disagreement, and shall make its own calculation of IRR.  The Investment Banking
Firm shall deliver to the Company and TCC, as promptly as practicable, but in no
case more than 30 business days, after its retention, a report setting forth the
calculation  of  IRR.  Such report shall be final and binding.  The cost of such
review  and  report  shall  be  borne  by  the  Company  and  TCC  equally.

     "Sale  of  the Company" means a merger or consolida-tion 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
to  or  with  an  Independent  Third  Party.

     "Securities  Act"  means  the  Securities  Act of 1933, as amended, and any
      ---------------
successor  statute.

     "Significant  Stockholders"  shall  mean any person or entity which owns at
      -------------------------
least  2%  of the shares of the Company's common stock on a fully diluted basis.

     "Termination  Date" means the date on which GS' position as Chairman of the
      -----------------
Company  ceases  for  any  reason.

     2.     Warrant.
            -------

     (a)     Terms.  TCC's  Warrant  is for the purchase of up to 1474 shares of
             -----
Common  Stock (the "Warrant Shares") at a price of $100 per share (the "Exercise
                    --------------                                      --------
Price"),  payable  upon  exercise  as  set forth in paragraph 2(b) below.  TCC's
-----
Warrant shall expire at the close of business on March 31, 2008 (the "Expiration
----                                                                  ----------
Date"),  subject  to  earlier  expiration  upon  termination  of GS' position as
----
Chairman  of  the  Company as provided in paragraph 3(b) below. TCC's Warrant is
----
not  an "incentive stock option" within the meaning of Section 422A of the Code.
--

     (b)     Payment  of  Warrant  Price.  Subject  to  paragraph 3 below, TCC's
             ---------------------------
Warrant  may  be  exercised  in  whole or in part upon payment of an amount (the
"Warrant  Price")  equal  to the product of the Exercise Price multiplied by the
    -----------
number  of  Warrant  Shares  to  be acquired.  Payment shall be made (i) in cash
(including by check, bank draft or money order), (ii) if permitted by the Board,
by  delivery  of  a  promissory  note  with  such terms and conditions as may be
approved  by the Board, (iii) by the surrender to the Company of Common Stock of
the  Company  having  a Fair Market Value equal to the Warrant Price, or (iv) by
delivering a written notice to the Company that TCC is exercising the Warrant by
authorizing  the  Company to withhold from issuance a number of shares of Common
Stock  issuable  upon such exercise of the Warrant which, when multiplied by the
Fair  Market  Value of the Common Stock, is equal to the Warrant Price (and such
withheld  shares  shall  no  longer  be  issuable  under  this  Warrant).

     3.     Exercisability/Vesting.
            ----------------------

   10.1     -Vesting.  All of the Warrant Shares issuable upon exercise of TCC's
             -------
Warrant are subject to "home run" vesting (the "Home Run Vesting Shares") upon a
                                                -----------------------
                         Qualified Sale of the Company.

    Termination of GS Position.  Notwithstanding paragraph 3(a) above, if GS is
    ---------------------------
     discharged by the Company for Cause, all of TCC's Warrant not previously
     ----
      exercised shall immediately expire and be forfeited whether vested and
      ----
                               exercisable or not.
                               ----

     The  number  of  Warrant  Shares with respect to which TCC's Warrant may be
exer-cised shall not increase once GS ceases to hold a position with the Company
or  its  subsidiaries.

     4.     Expiration  of Warrant.  In no event shall any part of TCC's Warrant
            ----------------------
be  exercisable  after  the  Expiration  Date set forth in paragraph 2(a) above.

<PAGE>

     5.     Procedure  for Exercise.  TCC may exercise all or any portion of its
            -----------------------
Warrant, to the extent vested and outstanding, at any time and from time to time
prior  to  its  expiration,  by delivering written notice to the Company (to the
attention  of  the Company's Secretary) and TCC's written acknowledgment that it
has  read and been afforded an opportunity to ask questions of management of the
Company  regarding all financial and other information provided to TCC regarding
the  Company,  together with payment of the Warrant Price in accordance with the
provisions  of  paragraph  2(b)  above.  As a condition to any exercise of TCC's
Warrant,  TCC  shall  make  all  customary  investment representations which the
Company  reasonably  requires.

     6.     Securities  Laws Restrictions and Other Restric-tions on Transfer of
            --------------------------------------------------------------------
Warrant  Shares.  TCC  represents that when it exercises its Warrant it shall be
---------------
purchasing  Warrant Shares for its own account and not on behalf of others.  TCC
understands  and  acknowledges that federal and state securities laws govern and
restrict  its  right  to offer, sell, or otherwise dispose of any Warrant Shares
unless  its  offer,  sale,  or other disposition thereof is registered under the
Securities  Act  and  state securi-ties laws or, in the opinion of the Company's
counsel,  such  offer,  sale or other disposition is exempt from registration or
qualification  thereunder.  TCC  agrees  that  it  shall  not  offer,  sell,  or
otherwise  dispose  of  any Warrant Shares in any manner which would (i) require
the  Company to file any registration statement with the Securities and Exchange
Commission (or any similar filing under state law) or to amend or supplement any
such  filing or (ii) violate or cause the Company to violate the Securities Act,
the  rules and regulations promulgated thereunder, or any other state or federal
law.  TCC  further  understands  that the certificates for any Warrant Shares it
purchases shall bear such legends as the Company deems necessary or desirable in
connection  with  the  Securities  Act  or  other  rules,  regulations, or laws.

     7.     Non-Transferability  of  Warrant.  TCC's Warrant is not transferable
            --------------------------------
except  by  operation  of  law or with the prior written consent of the Company.
Only  TCC  (and  its  successors-in-interest) may exercise TCC's Warrant.  TCC's
successors-in-interest  shall continue to be bound by all the provisions of this
Warrant,  including,  without  limitation,  the  provisions  of  paragraph  12.

     8.     Conformity  with  Plan.  TCC's Warrant is intended to conform in all
            ----------------------
respects  with,  and  is  subject  to  all  applicable provisions of, the Ranger
Aerospace Corporation 1999 Stock Option Plan (the "Plan") (which is incorporated
herein  by  refer-ence).  Inconsistencies  between  this  Agreement and the Plan
shall be resolved in accordance with the terms of this Agreement.  By execut-ing
and  returning the enclosed copy of this Agreement, TCC acknowledges its receipt
of  this  Agreement  and  the Plan and agrees to be bound by all of the terms of
this  Agreement  and  the  Plan.

     9.     Rights  of  Participants.  Nothing in this Agreement shall interfere
            ------------------------
with or limit in any way the right of the Company to terminate GS' position with
the  Company or its subsidiaries at any time (with or without Cause), nor confer
upon  GS any right to continue in the engagement or employ of the Company or its
subsidiaries  for  any  period of time or to continue his present (or any other)
rate of compensation.  Nothing in this Agreement shall confer upon TCC any right
to  be  selected  again  as  a Plan participant, and nothing in the Plan or this
Agreement  shall  provide  for  any  adjustment  to the number of Warrant Shares
subject  to  TCC's  Warrant  upon  the occurrence of subsequent events except as
provided  in  paragraph  11  below.

     10.     Withholding  of Taxes.  The Company shall be entitled, if required,
             ---------------------
to  withhold  from  TCC  any  amounts  due and payable by the Company to TCC (or
secure  payment  from  TCC  in lieu of withholding) the amount of any income tax
withholding  due  from  the  Company with respect to any Warrant Shares, and the
Company  may  defer such issuance unless indemnified by TCC to its satisfaction.

     11.     Adjustments.  In  the  event of a reorganization, recapitalization,
             -----------
stock  dividend,  stock  split,  combination,  or  other change in the shares of
Common  Stock, the Board shall, in order to prevent the dilution of rights under
TCC's  Warrant,  and  may,  in  order to prevent the enlargement of rights under
TCC's Warrant, make such adjustments in the number and type of shares authorized
by  the  Plan,  the  number  and type of shares covered by TCC's Warrant and the
Exercise  Price  specified  herein  as  may  be  reasonably  determined  to  be
appropriate  and  equitable  to  preserve all of TCC's rights under its Warrant.
The  issuance  by  the  Company  of shares of stock of any class, or warrants or
securities  exercisable  or  convertible  into shares of stock of any class, for
cash  or  property,  or for labor or services, either upon direct sale, upon the
exercise  of  rights  or  warrants  to  subscribe  therefor, or upon exercise or
conversion  of  other securities, shall not affect, and no adjust-ment by reason
thereof  shall  be made with respect to, the number or price of shares of Common
Stock  then  subject  to  any  Warrants.

<PAGE>

     12.     Right  to  Purchase  Warrant  Shares  Upon  Termination  for Cause.
             ------------------------------------------------------------------

     (a)     Repurchase  of Warrant Shares.  If GS' position with the Company as
             -----------------------------
Chairman  shall  be  terminated by the Company for Cause, then the Company shall
have  the  option  to repurchase all or any part of the Warrant Shares issued or
issuable  upon  exercise of TCC's Warrant, whether held by TCC or one or more of
its  successors-in-interest, at a price per share equal to the Exercise Price of
such  share  (the  "Repurchase  Warrant").
                    -------------------

     (b)     Repurchase  by  Company.  The  Company may elect to purchase all or
             -----------------------
any portion of the Warrant Shares by delivery of written notice (the "Repurchase
                                                                      ----------
Notice")  to  TCC  or any other holders of the Warrant Shares within 45 business
------
days after the Termination Date (the "Company Election Period").  The Repurchase
--                                    -----------------------
Notice  shall set forth the number of Warrant Shares to be acquired from TCC (or
from  other  holder(s)),  the aggregate consideration to be paid for such shares
and  the  time  and place for the closing of the transaction.  If Warrant Shares
are  held by more than one person, the Company shall purchase the shares elected
to  be  purchased  from the holders thereof, pro rata according to the number of
shares  held  by  each  such  holder  at the time of delivery of such Repurchase
Notice  (determined  as  close  as  practical  to  the  nearest  whole  shares).

     (c)     Repurchase  by  Significant  Stockholders.  If  for  any reason the
             -----------------------------------------
Company  does  not  elect  to purchase all of the Warrant Shares pursuant to the
Repurchase  Warrant,  then  the  Significant  Stockholders  shall be entitled to
exercise  the Company's Repur-chase Warrant in the manner set forth in paragraph
12(a) for all or any portion of the number of Warrant Shares the Company has not
elected to purchase (the "Available Shares").  As soon as practi-cable after the
                          ----------------
Company  has  determined  that there shall be Available Shares, but in any event
within  5 business days after the expiration of the Company Election Period, the
Company  shall  deliver written notice (the "Warrant Notice") to the Significant
                                             --------------
Stockholders setting forth the number of Available Shares and the price for each
Available  Share.  Each Significant Stockholder may elect to purchase any number
of  Available  Shares  by  delivering  written  notice  to the Company within 30
business  days  after  receipt  of the Warrant Notice from the Company.  If more
than  one  Significant  Stockholder  elects to purchase the Available Shares and
such  elections  exceed  the number of Available Shares, the number of Available
Shares  to  be  purchased  by  the  electing  Significant  Stockholders shall be
allocated  among them pro rata based upon their relative percentage ownership of
common  stock  of the Company on a fully diluted basis.  As soon as practicable,
and  in  any event within five business days after the expiration of such 30-day
period,  the  Company shall notify TCC and any other holder(s) of Warrant Shares
as  to the number of Warrant Shares being purchased from them by the Significant
Stockhold-ers  (the  "Supplemental Repurchase Notice").  At the time the Company
                      ------------------------------
delivers  the  Supplemental Repurchase Notice to TCC and such other holder(s) of
Warrant  Shares,  each Significant Stockholder shall also receive written notice
from  the Company setting forth the number of shares it is entitled to purchase,
the  aggregate  purchase  price,  and  the  time and place of the closing of the
transaction.

     (d)     Closing  of  Repurchase of Warrant Shares.  The purchase of Warrant
             -----------------------------------------
Shares  pursuant to this paragraph 12 shall be closed at the Company's executive
offices  on  a  date  determined  by  the Company, which date shall be within 45
business  days  after  the  expiration  of  the Company Election Period.  At the
closing,  the purchaser or purchasers shall pay the purchase price in the manner
specified  in  paragraph  12(a)  and TCC and any other holders of Warrant Shares
being  purchased shall deliver the certificate or certificates representing such
shares  to  the  purchaser  or purchasers or their nominees, accompanied by duly
executed  stock powers.  Any purchaser of Warrant Shares under this paragraph 12
shall  be entitled to receive customary repre-sentations and warranties from TCC
and  any  other  selling  holders of Warrant Shares regarding good title to such
shares,  free and clear of any liens or encumbrances and to require all sellers'
signatures  to  be guaranteed by a national bank or reputable securities broker.

     (e)     Manner  of  Payment.  If  the Company elects to purchase all or any
             -------------------
part  of  the  Warrant  Shares,  including  Warrant  Shares  held by one or more
successors-in-interest,  the  Company  shall  pay  for such shares (i) first, by
offsetting  amounts outstanding under any indebtedness or other obligations owed
by  TCC  to  the  Company or any of its subsidiaries, (ii) by certified check or
wire transfer of funds to the extent such payment would not cause the Company or
any  of  its subsidiaries to violate the General Corporation Law of the State of
Delaware (the "DGCL") and would not cause the Company or any of its subsidiaries
               ----
to  breach  any debt or equity financing agreement, and (iii) thereafter, with a
subordinat-ed promissory note of the Company.  Such subordinated promissory note
shall  bear interest at the applicable federal rate (which interest shall accrue
and  be  payable  annually  in cash unless otherwise prohibited), shall have all
principal  due  on  the  fifth  anniversary of the date of issuance and shall be
subordinated  on  terms  and  conditions  satisfactory  to  the  holders  of the
Company's  and  its  subsidiaries' existing indebtedness for borrowed money.  If
any  Significant  Stockholders  elect  to  purchase  all  or  any portion of the
Available  Shares,  such Significant -Stockholders shall pay for that portion of
such  Warrant  Shares  by  certified  check  or  wire  transfer  of  funds.

     (f)     Repurchase  Restriction.  Notwithstanding  anything to the contrary
             -----------------------
contained  in  this  Agreement,  all  purchases of Warrant Shares by the Company
shall  be  subject  to  applicable restrictions contained in the DGCL and in the
Company's  and  its  subsidiaries' debt and equity financing agreements.  If any
such  restrictions  prohibit  the purchase of Warrant Shares hereunder which the
Company is otherwise entitled or required to make, all time periods set forth in
paragraph  12  shall  be deemed to be extended so that the Company may make such
repurchase as soon as it is permitted to do so under such restrictions, and upon
purchase  the Company shall pay to the sellers interest on the purchase price of
Warrant  Shares  to be purchased accruing during the period of such extension at
the  lesser  of  9.5% per annum or the highest rate permitted by applicable law.

     13.     Restrictions  on  Transfer  of Warrant Shares.  TCC shall not sell,
             ---------------------------------------------
pledge, or otherwise transfer any interest in any Warrant Shares except pursuant
to  the provisions of paragraph 7, 12, or 15 hereof, and pursuant to paragraph 3
or  4  of  the  Security  Holders  Agreement  dated  April  1, 1998, as amended.

     14.     Additional  Restrictions  on  Transfer.
             --------------------------------------

     (a)     Restrictive  Legend.  The  certificates  representing  the  Warrant
             -------------------
Shares  shall  bear  the  following  legend:

"THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF
MARCH  7,  2000  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  EXEMPTION  FROM  REGISTRATION
THEREUNDER.  THE SECURITIES REPRESENTED BY THIS CERTIF-ICATE ARE ALSO SUBJECT TO
ADDITIONAL  RESTRICTIONS  ON  TRANSFER,  CERTAIN  REPURCHASE OPTIONS AND CERTAIN
OTHER  AGREEMENTS SET FORTH IN A WARRANT AGREEMENT BETWEEN THE COMPANY AND TIOGA
CAPITAL  CORPORATION  DATED AS OF MARCH 7, 2000, A COPY OF WHICH MAY BE OBTAINED
BY  THE  HOLDER  HEREOF  AT  THE  COMPANY'S  PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE."

     (b)     Holdback.  In connection with any Public Sale, TCC 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.

     15.     Sale  of  the  Company.
             ----------------------

     (a)     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 (including any Qualified Sale of the Company) (the "Approved Sale"), TCC
                                                            -------------
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, TCC shall agree
to sell all of its Warrant Shares and vested rights to acquire Warrant Shares 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,  TCC shall approve the merger and hereby agrees to waive all dissenters,
approval, or similar rights it may have in connection therewith.  TCC 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. Any portion of TCC's Warrant which
has  not  been  exercised  prior  to or in connection with a Sale of the Company
(whether  or not a Qualified Sale of the Company) shall be forfeited immediately
prior  to  the  consummation  of  such  Sale  of  the  Company, unless otherwise
determined  by  the  Board.

     (b)     TCC's  obligations with respect to the Approved Sale are subject to
the  satisfaction  of the following conditions: (i) upon the consummation of the
Approved  Sale,  TCC  shall  receive the same form of consideration and the same
portion  of  the  aggregate  consideration that TCC  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,
TCC  shall be given the same option; and (iii) TCC shall be given an opportunity
to  exercise  all Warrants exercisable, vested or vesting in connection with the
Approved  Sale prior to the consummation thereof and participate in such sale as
a  holder  of  the  Common  Stock  receivable  upon  exercise  of such Warrants.

     (c)     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), TCC shall, at the
request  of  the  Company,  appoint  a purchaser representative (as such term is
defined  in  Rule  501) reasonably acceptable to the Company.  If TCC appoints a
purchaser  repre-sentative  designated by the Company, the Company shall pay the
fees  of  such  purchaser  representative,  but,  if  TCC  declines to appoint a
purchaser  representative  designated  by the Company, TCC shall appoint another
purchaser  representative  (reasonably  acceptable  to the Company) and shall be
responsible  for  the  fees  of  the  purchaser  representative  so  appointed.

     (d)     Termination  of  Restrictions.  The provisions of this paragraph 15
             -----------------------------
shall  terminate  upon  a  Public  Sale.

16.     Rule  701 under the Securities Act.  The Company and TCC acknowledge and
        ----------------------------------
agree  that  this  Warrant is a written contract relating to services previously
rendered by TCC to the Company in connection with its acquisition by the current
Significant  Stockholders.  The  securities  issued or issuable to TCC hereunder
are being issued in reliance on exemption from registration under the Securities
Act  and  regulations  thereunder  promulgated  by  the  Securities and Exchange
Commission  and are "restricted securities" within the meaning of Rule 144 under
the  Securities  Act.  TCC  hereby  covenants  and  agrees that it will sell the
securities  issued or issuable hereunder only pursuant to registration under the
Securities  Act  or  pursuant  to  an  exemption  from  registration  available
thereunder.

     17 .     Remedies.  The parties hereto (and the Significant Stockholders as
              --------
third-party  beneficiaries) 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 (and any Significant Stockholder as a third-party beneficiary)
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.

     18.     Amendment.  Except  as  otherwise  provided herein, no provision of
             ---------
this Agreement may be amended or waived except with the prior written consent of
TCC  and  the Company; provided that no provision of paragraph 12, 13, 14(b), 15
(except  (c)),  17  or of this paragraph 18 may be amended or waived without the
prior  written  consent of the Significant Stockholders owning a majority of the
shares  of  Common Stock held by all Significant Stockholders on a fully diluted
basis.

     19.     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.

     20.     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.

     21.     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.

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

     23.     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.

     24.     Notices.  All  notices,  demands,  and  other  communications to be
             -------
given or delivered under or by reason of the provi-sions of this Agreement shall
be  in writing and shall be deemed to have been given when delivered personally,
mailed  by  certi-fied  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 TCC and to the Company and, as necessary,
to  the  Significant  Stockholders  at  the  addresses  indicated  below:

(a)     If  to  TCC:
        -----------

To  the  address  set  forth  in  the  books  and  records  of  the  Company

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

     Ranger  Aerospace  Corporation
1815  Griffin  Road,  Suite  300
Fort  Lauderdale  International  Airport
Fort  Lauderdale,  Florida  33004-2252
     Attention:  President

(c)     If  to  the  Significant  Stockholders:
        --------------------------------------

     To  the  addresses  set  forth  in  the  books  and  records of the Company

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

     25.     Third-Party  Beneficiary.  The Company and TCC acknowledge that the
             ------------------------
Significant  Stockholders  are  third-party  beneficiaries under this Agreement.

     26.     Entire  Agreement.  This  Agreement  constitutes  the  entire
             -----------------
understanding  between  TCC and the Company and supersedes all other agreements,
whether  written  or  oral,  with  respect  to the acquisition by TCC of Warrant
Shares.

                               *     *     *     *


<PAGE>
Please execute the extra copy of this Agreement in the space below and return it
to  the  Company's  Secretary  at  its  executive  offices  to  confirm  TCC's
understanding  and  acceptance  of  the  agreements contained in this Agreement.

     Very  truly  yours,

     Ranger  Aerospace  Corporation


     By:  ___________________________

Its:   ___________________________





     The undersigned hereby acknowledges having read this Agreement and the Plan
and  hereby  agrees  to  be  bound  by  all  provisions  set  forth  herein.


Dated  as  of
March  7,  2000                         TIOGA  CAPITAL  CORPORATION

     ___________________________________
George  B.  Schwartz,  President


<PAGE>