EXHIBIT  10.19

                          RANGER AEROSPACE CORPORATION

                             1999 STOCK OPTION PLAN

                                    ARTICLE I

                                 PURPOSE OF PLAN
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          The  1999  Stock  Option  Plan  (the  "Plan")  of  Ranger  Aerospace
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Corporation,  a  Delaware  corporation  (the "Company"), adopted by the Board of
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Directors  of  the  Company  is  for  executives  and other key employees of the
Company  and  is  intended  to  advance  the  best  interests  of the Company by
providing  those  persons with additional incentives by allowing them to acquire
an ownership interest in the Company and thereby encouraging them to continue to
contribute to the success of the Company. The availability and offering of stock
options under the Plan increases the Company's ability to attract and retain the
services  of  individuals of exceptional talent upon whom, in large measure, the
sustained  progress,  growth  and profitability of the Company depends. The Plan
will  became  effective  as  of  the date set forth above and, unless terminated
earlier  pursuant  to the terms hereof, the Plan shall terminate on December 31,
2008.


                                   ARTICLE II

                                   DEFINITIONS
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          For  purposes  of the Plan, except where the context clearly indicates
otherwise,  the  following  terms  shall  have  the  meanings  set  forth below:

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

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

          "Committee"  shall  mean  the  Compensation Committee of the Board, or
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such  other  committee  of  the  Board  which  may be designated by the Board to
administer  the  Plan.


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          "Common  Stock"  shall  mean  the  Company's Class B Non-Voting Common
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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  securities.

          "Participant"  shall  mean  any  person  who  has  been  selected  to
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participate  in  the  Plan  by  the  Committee  or  the  Board.


                                   ARTICLE III

                                 ADMINISTRATION
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          The  Plan  shall  be administered by the Committee; provided, however,
that if for any-reason the Committee shall not have been appointed by the Board,
all  authority and duties of the Committee under the Plan shall be vested in and
exercised  by  the  Board. Subject to the limitations of the Plan, the Committee
shall  have  the  sole  and complete authority to: (i) select Participants, (ii)
grant Options (as defined in Article IV below) to Participants in such forms and
amounts  as  it shall determine, (iii) impose such limitations, restrictions and
conditions  upon  such  Options as it shall deem appropriate, (iv) interpret the
Plan  and adopt. amend and rescind administrative guidelines and other rules and
regulations  relating  to  the  Plan,  (v)  correct  any  defect  or omission or
reconcile  any  inconsistency in the Plan or in any Option granted hereunder and
(vi)  make  all  other  determinations  and  take all other actions necessary or
advisable for the implementation and administration of the Plan, subject to such
limitations  as  may  be  imposed  by  the  Code  or  other  applicable law. The
Committee's  determinations  on matters within its authority shall be conclusive
and  binding  upon  the  Participants,  the  Company  and all other persons. All
expenses  associated  with  the administration of the Plan shall be borne by the
Company.  The  Committee  may,  as  approved  by  the  Board  and  to the extent
permissible  by  law, delegate any of its authority hereunder to such persons as
it  deems  appropriate.


                                   ARTICLE IV

                         LIMITATION ON AGGREGATE SHARES
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          The number of shares of Common Stock with respect to which options may
be  granted  under  the  Plan  (the  "Options") and which may be issued upon the
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exercise thereof shall not exceed, in the aggregate, 1,000,000 shares; provided,
however,  that  the type and the aggregate number of shares which may be subject
to  Options  shall be subject to adjustment in accordance with the provisions of
Section 6.7 below. To the extent any Options expire unexercised or are canceled,
terminated  or  forfeited in any manner without the issuance of shares of Common
Stock  thereunder,  such shares shall not again be available under the Plan. The
1,000,000  shares  of  Common  Stock  available  under  the  Plan  may be either
authorized and unissued shares, treasury shares or a combination thereof, as the
Board  shall  determine.


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                                    ARTICLE V

                                     AWARDS
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          5.1  Options.  The  Committee  may  grant  Options  to Participants in
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accordance  with  this  Article  V.


          5.2     Form  of  Option.  Options granted under this Plan may only be
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nonqualified  stock options and are not intended to be "incentive stock options"
within  the  meaning  of  Section  422  of  the  Code.


          5.3     Exercise  Price.  The  option exercise price shall be fixed by
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the  Committee.

          5.4     Exercisabilitv.  Options  shall be exercisable at such time or
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times  as  the  Committee  shall  determine  at  or  subsequent  to  grant.

          5.5     Payment of Exercise Price. Options shall be exercised in whole
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or  in  part  by written notice to the Company accompanied by payment in full of
the option exercise price. Payment of the option exercise price shall be made in
cash  (including  check,  bank draft or money order) or, in such other manner as
may  be  determined  by  the  Committee.

          5.6     Terms  of  Options.  The Committee shall determine the term of
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each  Option,  which  term  shall  in no event exceed ten years from the date of
grant.


                                   ARTICLE VI

                               GENERAL PROVISIONS
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          6.1     Conditions  and  Limitations  on Exercise. Options may be made
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exercisable  in  one or more installments, upon the happening of certain events,
upon  the passage of a specified period of time, upon the fulfillment of certain
conditions  or upon the achievement by the Company of certain performance goals,
as  the  Committee  shall  decide  in  each  case  when the Options are granted.

          6.2     Written  Agreement.  Each  Option  granted  hereunder  to  a
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Participant  shall  be  embodied  in a written agreement (an "Option Agreement")
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which  shall  be  signed  by  the Participant and by an executive officer of the
Company for and in the name and on behalf of the Company and shall be subject to
the  terms  and  conditions prescribed herein including, but not limited to, (i)


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the right of the Company and such other persons as the Committee shall designate
("Designees")  to  repurchase  from  each  Participant,  and  such Participant's
transferees,  all  shares of Common Stock issued or issuable to such Participant
on  the  exercise of an Option in the event of such Participant's termination of
employment,  (ii)  rights of first refusal granted to the Company and Designees,
(iii)  holdback  and  other  registration  right  restrictions in the event of a
public  registration  of any equity securities of the Company and (iv) any other
terms  and  conditions  which  the Committee shall deem necessary and desirable.

          6.3     Listing.  Registration  and  Compliance  with  Laws  and
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Regulations. Options shall be subject to the requirement that if at any time the
Committee  shall determine, in its discretion, that the listing, registration or
qualification  of the shares subject to the Options upon any securities exchange
or  under  any  state  or  federal securities or other law or regulation, or the
consent  or  approval  of  any  governmental  regulatory  body,  is necessary or
desirable as a condition to or in connection with the granting of the Options or
the  issuance  or  purchase  of  shares thereunder, no Options may be granted or
exercised,  in  whole  or  in  part,  unless  such  listing,  registration,
qualification,  consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. The holders of such Options will
supply  the  Company  with such certificates, representations and information as
the  Company  shall  request  and  shall otherwise cooperate with the Company in
obtaining such listing, registration, qualification, consent or approval. In the
case  of  officers  and other persons subject to Section 16(b) of the Securities
Exchange  Act  of  1934,  as  amended,  the Committee may at any time impose any
limitations  upon the exercise of an Option that, in the Committee's discretion,
are  necessary  or  desirable in order to comply with such Section 16(b) and the
rules  and  regulations  thereunder.  If  the Company, as part of an offering of
securities  or  otherwise,  finds  it  desirable  because  of  federal  or state
regulatory  requirements  to  reduce  the period during which any Options may be
exercised,  the  Committee, may, in its discretion and without the Participant's
consent,  so  reduce such period on not less than 15 days' written notice to the
holders  thereof.

          6.4     Nontransferabilitv.  Options may not be transferred other than
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by  will or the laws of descent and distribution and, during the lifetime of the
Participant, may be exercised only by such Participant (or his legal guardian or
legal  representative in the event the participant is disabled). In the event of
the  death of a Participant, exercise of Options granted hereunder shall be made
only:

          (i)  by  the  executor  or administrator of the estate of the deceased
     Participant  or  the  person  or persons to whom the deceased Participant's
     rights  under  the  Option  shall  pass  by will or the laws of descent and
     distribution;  and

          (ii)  to the extent that the deceased Participant was entitled thereto
     at  the  date  of  his death, unless otherwise provided by the Committee in
     such  Participant's  Option  Agreement.


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          6.5     Expiration  of  Options.  In  no  event  shall any part of any
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Option be exercisable after the date of expiration thereof, as determined by the
Committee  pursuant  to  Section  5.6  above.

          6.6     Withholding  of  Taxes.  The  Company  shall  be  entitled, if
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necessary  or  desirable,  to  withhold  from any amounts due and payable by the
Company  to  any Participant (or secure payment from such Participant in lieu of
withholding)  the  amount  of  any withholding or other tax due from the Company
with  respect  to  any  shares  of Common Stock issuable under the Plan, and the
Company  may  defer  such  issuance  unless  indemnified  to  its  satisfaction.

          6.7     Adjustments.  In  the  event  of  any  reorganization,
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recapitalization,  stock dividend or stock split, or combination or other change
in  the  shares  of  Common  Stock,  the Board or the Committee may, in order to
prevent  the  dilution  or enlargement of rights under outstanding Options, make
such  adjustments  in  the number and type of shares authorized by the Plan, the
number and type of shares covered by outstanding Options and the exercise prices
specified  therein  as may be determined to be appropriate and equitable. In the
event  of  any  offer  to  holders  of  Common  Stock  generally relating to the
acquisition  of  their  shares,  the  Committee shall make such adjustment as it
deems  equitable  in  respect  of  outstanding  Options,  including  revision of
outstanding Options so that they may be exercisable or redeemable for or payable
in  the  consideration  payable  in  the  acquisition  transaction.  Any  such
determination  by  the  Board  or Committee shall be conclusive.  Any fractional
shares  resulting from such adjustments to options, rights, or restricted shares
may,  at  the  discretion  of  the  Committee,  be  eliminated.

          6.8     Rights  of  Participants.  Nothing in the Plan shall interfere
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with or limit in any way the right of the Company to terminate any Participant's
employment  with  the  Company  or  any of its subsidiaries at any time (with or
without  cause),  nor  confer  upon any Participant any right to continue in the
employ  of  the  Company or any of its subsidiaries for any period of time or to
continue  his  present  (or  any  other)  rate  of  compensation  and, except as
otherwise  provided under this Plan or by the Committee in the Option Agreement,
in  the  event  of  termination of any Participant's employment with the Company
(including, but not limited to, the termination of a Participant's employment by
the  Company  without  cause)  any portion of such Participant's Option that was
riot  previously  vested  and exercisable will expire and be forfeited as of the
date  of  such  termination. No employee of the Company shall have a right to be
selected as a Participant or, having been so selected, to be selected again as a
Participant.

          6.9     Amendment,  Suspension  and  Termination of Plan. The Board or
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the  Committee  may  suspend or terminate the Plan or any portion thereof at any
time  and  may  amend  it from time to time in such respects as the Board or the
Committee may deem advisable; provided, however, that no such amendment shall be
made  without  stockholder  approval  to the extent such approval is required by


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law, agreement or the rules of any exchange upon which the Common Stock or other
securities  of  the  Company  is  listed,  and  no such amendment, suspension or
termination  shall  impair  the rights of Participants under outstanding Options
without  the  consent  of the Participants affected thereby. No Options shall be
granted  hereunder  after  the  suspension  or  termination  of  the  Plan.

          6.10     Amendment,  Modification  and  Cancellation  of  Outstanding
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Options.  The  Committee  may  amend  or  modify any Option in any manner to the
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extent  that the Committee would have had the authority under the Plan initially
to grant such Option; provided that except as expressly provided herein, no such
amendment  or modification shall impair the rights of any Partici-pant under any
Option  without the consent of such Participant. With the Participant's consent,
the  Committee may cancel any Option and issue a new Option to such Participant.

          6.11     Indemnification.  In  addition  to  such  other  rights  of
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indemnification  as  they may have as members of the Board or the Committee, the
members  of  the Committee shall be indemnified by the Company against all costs
and  expenses reasonably incurred by them in connection with any action, suit or
proceeding  to  which  they  or any of them may be party by reason of any action
taken  or  failure  to  act  under  or in connection with the Plan or any Option
granted  thereunder,  and against all amounts paid by them in settlement thereof
(provided  such  settlement is approved by independent legal counsel selected by
the  Company)  or paid by them in satisfaction of a judgment in any such action,
suit  or  proceeding; provided, however, that any such Committee member shall be
entitled  to  the indemnification rights set forth in this Section 6.11 only' if
such  member has acted in good faith and in a manner that such member reasonably
believed  to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, bad no reasonable cause to believe
that  such conduct was unlawflul; and further provided that upon the institution
of any such action, suit or proceeding a Committee member shall give the Company
written  notice  thereof  and  an opportunity, at its own expense, to handle and
defend  the same before such Committee member undertakes to handle and defend it
on  his  own  behalf.


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