AIRCRAFT SERVICE INTERNATIONAL GROUP INC
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>10
<FILENAME>0010.txt
<TEXT>



EXHIBIT  10.17

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


     THIS  EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March
                                                 ---------
7,  2000,  between  Ranger  Aerospace  Corporation,  a Delaware corporation (the
"Company"),  and  George  W.  Watts  ("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) 720
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) 108 shares of
            ------------
the  Company's  Redeemable  Preferred  Stock,  par  value  $.01  per  share (the
"Preferred  Stock,"  and  together  with  the  Common Stock, the "Shares" or the
        ---------                                                 ------
"Executive  Stock"  ),  at a price of $1,000 per share.  Certain definitions are
    --------------
set  forth  in  paragraph  7  of  this  Agreement.

     The  parties  hereto  agree  as  follows:

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

(1)     Upon  execution  of  this  Agreement,  Executive shall purchase, and the
Company  shall  sell  to Executive, 720 shares of Common Stock and 108 shares of
Preferred  Stock for an aggregate purchase price of $180,000.  The Company shall
deliver to Executive certifi-cates repre-senting 200  Shares of the Common Stock
     and  30 Shares of Preferred Stock upon payment by Executive of the purchase
price  therefor  ($50,000)  by  cashier's or certified check or wire transfer of
immediately  available  funds.  The Company shall deliver to Executive a copy of
certifi-cates  repre-senting  the  remaining Shares of Common Stock (520 Shares)
and  the  remaining  Shares  of Preferred Stock (78 Shares) upon delivery to the
Company by Executive of a promissory note in the form of Annex A attached hereto
                                                         -------
in  an  aggregate  principal  amount  of  $130,000  (the  "Executive  Note").
                                                           ---------------
Executive's obligations under the Executive Note shall be secured by a pledge of
the Executive Stock to the Company, and in connection therewith, Executive shall
enter  into  a  pledge  agreement  in  the  form  of  Annex  B  attached hereto.
                                                      --------

(2)       Executive  may  elect, in his sole discretion, to cause one or more of
his  own  independent retirement accounts or similar accounts (collectively, the
"IRS")  to  purchase  the Executive Stock on the condition that Executive causes
 ---
the  IRA  to  be bound by the provisions of this Agreement to the same extent as
 -
Executive is bound.  If Executive makes such an election, the Company shall take
 -
     all reasonably necessary or desirable action to facilitate such purchase by
the  IRA.

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


<PAGE>



                                      -90-

(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.

(4)     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.


<PAGE>
(5)     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.

     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  5 hereof, (iii)
paragraphs  3  or  4  of  the  SecurityHolders 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.

     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




<PAGE>
     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 5 shall
----     ----------------------------
terminate with respect to any shares of Executive Stock when such shares have be
     sold  in  a  Public  Sale.


<PAGE>
     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.

     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.
      -------

     "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).


<PAGE>
     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:
----     -----------------

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

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

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

     With  a  copy  to:

     CIBC  Wood  Gundy  Ventures.  Inc.
425  Lexington  Avenue,  3rd  Floor
New  York,  NY  10017
Telephone:     (212)  885-4400
Facsimile:     (212)  885-4493
Attention:     Jay  Levine

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

     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.
(1)
<PAGE>

(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 Agreement on the
date  first  written  above.


     RANGER  AEROSPACE  CORPORATION,


     By:______________________________

     Its:  ______________________________



     EXECUTIVE

     _________________________________
George  W.  Watts







<PAGE>


     ANNEX  A

     PROMISSORY  NOTE



$130,000     [  __________  ]


     For  value  received,  George  W. Watts ("Promisor") promises to pay to the
                                               --------
order  of  Ranger Aerospace Corporation, a Delaware corporation (the "Company"),
                                                                      -------
the  aggregate  principal sum of $130,000.  This Note was issued pursuant to and
is  subject  to the terms of the Executive Stock Agreement, dated as of the date
hereof,  between  the  Company  and  Promisor (the "Executive Stock Agreement").
                                                    -------------------------
Unless  otherwise indicated herein, capitalized terms used in this Note have the
meaning  set  forth  in  the  Executive  Stock  Agreement.

     Interest  shall accrue on a daily basis on the outstanding principal amount
of  this  Note  at  a rate equal to the lesser of (i) 9.5% per annum, compounded
annually,  computed on the basis of a 360 day year and the actual number of days
elapsed  or  (ii)  the  highest  rate  permitted by applicable law, and shall be
payable  at  such  time  as  the principal of this Note becomes due and payable.

     Payments  of  principal  and of accrued and unpaid interest under this Note
shall  be due or payable on the earlier of (i) April 1, 2008 or (ii) the date of
Executive's  Termination  with  Cause, except as otherwise provided herein or in
the  Executive  Stock  Agreement  of  even  date  herewith.

     Payments  of principal of, and accrued and unpaid interest under, this Note
shall  be due and payable upon Executive's receipt of proceeds from the transfer
of  any  Executive  Stock  (other  than a transfer to a Permitted Transferee, as
defined  in,  and in accordance with, the Securityholders Agreement) in the full
amount  of  such  proceeds or such lesser amount as is necessary to pay the full
amount  of outstanding principal of and accrued interest under this Note and for
Promisor  to  otherwise  fully  and finally discharge its obligations under this
Note.  Promisor  may, at his option, pay all or any portion of the principal of,
and  accrued  and  unpaid  interest  under,  this  Note at any time prior to the
maturity  hereof  without  penalty or premium.  Promisor may, at his option, pay
all or any portion of amounts due under this Note by surrendering to the Company
shares of Executive Stock having a Fair Market Value equal to the amount of such
payment.  Any payment hereunder shall be applied first to pay accrued and unpaid
interest  under  this Note and second to reduce the outstanding principal amount
of  this  Note.


<PAGE>

     -  94  -
     The  amounts  due  under  this  Note are secured by a pledge of the Pledged
Shares  (as  such  term is defined in the Pledge Agreement, dated as of the date
hereof, between Promisor and the Company).  Any cash dividends declared and paid
with  respect to the Pledged Shares shall be payable directly to the Company and
shall  be  applied  to reduce the outstanding principal amount (and any interest
thereon)  of  this  Note and any cash dividends paid to Promisor with respect to
the Pledged Shares will be promptly remitted to the Company and shall be applied
to  reduce  the  outstanding principal amount (and any interest thereon) of this
Note.

     Notwithstanding  anything  to  the  contrary  contained  herein  or  in the
Executive  Stock  Agreement,  it  is  expressly  agreed  that the Company or any
subsequent  holder  of  this  Note  shall  look  only to the Pledged Shares with
respect  to  aggregate  Defaults in excess of the sum of (i) 25% of the original
principal  amount  of  this  Note  and  (ii)  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.

     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:______________________________




<PAGE>
           _____________________________
           George  W.  Watts
     -----------------------







<PAGE>


     ANNEX  B


     RANGER  AEROSPACE  CORPORATION

     EXECUTIVE  STOCK  PLEDGE  AGREEMENT
     ---------  -----  ------  ---------


     THIS  PLEDGE AGREEMENT is made as of March 7, 2000, between George W. Watts
("Pledgor"),  and  Ranger  Aerospace  Corporation,  a  Delaware Corporation (the
  -------
"Company").
  ------

     The Company and Pledgor are parties to an Executive Stock Agreement of even
date,  pursuant to which Pledgor purchased (i) 520 shares of the Company's Class
B  Common  Stock,  $.01  par value per share and (ii) 78 Shares of the Company's
Redeemable Preferred Stock, par value $.01 per share (the "Pledged Shares"), for
                                                           --------------
an  aggregate  purchase  price  of $130,000.  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 $130,000.  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:

     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.

     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.

     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 and shall be entitled to
receive  all  cash  dividends  paid  in respect of 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 and the Company shall retain all such
cash  dividends  payable on the Pledges Shares as additional security hereunder.


<PAGE>

     -  96  -
     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.

     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.

     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.

     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.


<PAGE>
     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.

     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.

     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.

     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 and cumulative and may be exercised
singly or concurrently, and are not exclusive of any rights or remedies provided
by  law.

     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 Pledge Agreement has been executed as of the date
first  above  written.


     RANGER  AEROSPACE  CORPORATION

     By:   ______________________________

     Its:   ______________________________




     ___________________________________
GEORGE  W.  WATTS






<PAGE>



</TEXT>
</DOCUMENT>
