CAREY INTERNATIONAL INC, S-4/A, 1997-09-11

CAREY INTERNATIONAL INC
S-4/A, 1997-09-11
LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRANS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997

REGISTRATION NO. 333-34897
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CAREY INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 4119 52-1171965
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION
ORGANIZATION) CODE NUMBER)

4530 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 895-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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VINCENT A. WOLFINGTON
CAREY INTERNATIONAL, INC.
4530 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 895-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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COPIES OF COMMUNICATIONS TO:

JAMES E. DAWSON, ESQUIRE
NUTTER, MCCLENNEN & FISH, LLP
ONE INTERNATIONAL PLACE
BOSTON, MA 02110
(617) 439-2000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

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CALCULATION OF REGISTRATION FEE

<TABLE>
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<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(/1/) AGGREGATE OFFERING PRICE(/1/) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 1,500,000 shares $14.5625 $21,843,750.00 $6,619.32(2)
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</TABLE>

(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of
Common Stock reported on The Nasdaq National Market on August 26, 1997.

(2) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>

PROSPECTUS

1,500,000 SHARES

LOGO
CAREY INTERNATIONAL, INC.
COMMON STOCK

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This Prospectus relates to 1,500,000 shares of Common Stock, $.01 par value
per share (the "Common Stock"), of Carey International, Inc. (the "Company")
that may be offered and issued by the Company from time to time in connection
with acquisitions of other businesses or properties by the Company.

Carey intends to concentrate its acquisitions within the chauffeured vehicle
service industry. If the opportunity arises, however, Carey may attempt to
make acquisitions that are either complementary to its present operations or
which it considers advantageous even though they may be dissimilar to its
present activities. The consideration for any such acquisition may consist of
shares of Common Stock, cash, notes or other evidences of debt, assumptions of
liabilities or a combination thereof, as determined from time to time by
negotiations between Carey and the owners or controlling persons of businesses
or properties to be acquired.

The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in
exchange for assets used in or related to the business of such companies or
entities, or otherwise pursuant to the agreements providing for such
acquisitions. The terms of such acquisitions and of the issuance of shares of
Common Stock under acquisition agreements will generally be determined by
direct negotiations with the owners or controlling persons of the businesses
or properties to be acquired or, in the case of entities that are more widely
held, through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets. It is
anticipated that the shares of Common Stock issued in any such acquisition
will be valued at a price reasonably related to the market value of the Common
Stock either at the time of agreement on the terms of an acquisition or at or
about the time of delivery of the shares.

It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of shares of Common Stock under
this Prospectus. However, finders' fees or brokers' commissions may be paid
from time to time in connection with specific acquisitions, and such fees may
be paid through the issuance of shares of Common Stock covered by this
Prospectus. Any person receiving such a fee may be deemed to be an underwriter
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

The Company's Common Stock is listed on The Nasdaq National Market under the
symbol "CARY." The closing market price of the Common Stock on The Nasdaq
National Market on September 9, 1997 was $14.00.

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PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER
THE SECTION "RISK FACTORS" BEGINNING ON PAGE 7.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 11, 1997
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus.

THE COMPANY

Carey International, Inc. ("Carey" or the "Company") is one of the world's
largest chauffeured vehicle service companies, providing services through a
worldwide network of owned and operated companies, licensees and affiliates
serving 420 cities in 65 countries. The "Carey" brand name has represented
quality chauffeured vehicle service since the 1920s. The Company owns and
operates its service providers in New York, San Francisco, Los Angeles, London,
Washington D.C., South Florida and Philadelphia. In addition, the Company
generates revenues from licensing the "Carey" name and providing central
reservation, billing and sales and marketing services to its licensees. The
Company's worldwide network also includes affiliates in locations in which the
Company has neither owned and operated companies nor licensees. Over the past
five years, the Company has invested significant capital in developing its
reservation, central billing and worldwide service infrastructure. By
leveraging its current infrastructure and position as a market leader, the
Company intends to consolidate the highly fragmented chauffeured vehicle
service industry through the acquisition of: (i) current Carey licensees, (ii)
additional companies in markets in which the Company already owns and operates
a chauffeured vehicle service company, and (iii) companies in other strategic
markets in North America, Europe and the Pacific rim of Asia.

The Carey network utilizes chauffeured sedans, limousines, vans and minibuses
to provide services for airport pick-ups and drop-offs, inter-office transfers,
business and association meetings, conventions, roadshows, promotional tours,
special events, incentive travel and leisure travel. Businesses and business
travelers utilize the Company's services primarily as a management tool, to
achieve more efficient use of time and other resources.

Carey's worldwide network of chauffeured vehicle service companies allows it
to provide services with consistently high quality to its customers in
virtually every major city in the expanding global travel market. The network
is linked to over 300,000 reservation terminals in travel agencies, corporate
travel departments and government offices by the Carey International
Reservation System (the "CIRS"), the chauffeured vehicle service industry's
most extensive centralized global reservation system.

The Company estimates that the United States chauffeured vehicle service
industry generated revenues of approximately $3.9 billion in 1996, and has
undergone steady growth in recent years, with revenues increasing at a compound
annual growth rate of 10.9% between 1990 and 1996. The industry is highly
fragmented, with approximately 9,000 companies utilizing over 100,000 vehicles.
The Company believes that during 1996 no chauffeured vehicle service company
accounted for more than 2% of total United States industry revenues. The
Company also believes that similar fragmentation exists in the chauffeured
vehicle service industry outside the United States.

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The Company's objective is to increase its profitability and its market share
in the chauffeured vehicle service industry by implementing the following
growth strategies:

Expand through Acquisitions. Carey believes that there are significant
opportunities to acquire additional chauffeured vehicle service companies
that would benefit from the capital and management resources that the
Company can provide. Carey intends to acquire current Carey licensees, as
well as additional chauffeured vehicle service companies both in markets in
which the Company already owns and operates such a business and in other
strategic regions in North America, Europe and the Pacific rim of Asia.
Carey believes it has a competitive advantage in acquiring licensees
because of a right of first refusal contained in the substantial majority
of its domestic license agreements. The Company believes that it has less
than a 10% market share in each of the markets in which it owns and
operates a chauffeured vehicle service company, and that there is
significant potential for it to expand its business in such markets through
acquisitions. As the Company acquires additional chauffeured vehicle
service companies, it anticipates that cost savings can be achieved through
the consolidation of certain administrative functions and the elimination
of redundant facilities, equipment and personnel.

Carey has successfully begun to implement its acquisition strategy. Since
November 1991, the Company has acquired 16 chauffeured vehicle service
companies, including, since January 1995, two of its licensees (in Ft.
Lauderdale/Miami and San Francisco) and seven additional chauffeured
vehicle service companies (two in each of Boca Raton and San Francisco, and
one in each of New York, Washington, D.C. and London). In June 1997, the
Company acquired Manhattan International Limousine Network Ltd. and an
affiliated company ("Manhattan Limousine"), one of the largest chauffeured
vehicle service companies in the metropolitan New York area and the
operator of a network of approximately 300 affiliates worldwide. Manhattan
Limousine generated revenues of approximately $18.4 million during its
fiscal year ended September 30, 1996, representing approximately 23.4% of
the Company's fiscal 1996 revenues on a pro forma basis. See "Acquisition
of Manhattan Limousine" and "Pro Forma Consolidated Financial Statements."

Increase International Market Share. Approximately 12.8% of the Company's
revenue, net was derived from services performed outside the United States
during its fiscal year ended November 30, 1996. Of these international
revenues, approximately 60.8% was generated by the Company's owned and
operated business in London, approximately 38.1% was generated by the
Company's international licensees and the remainder was generated by the
Company's international affiliates. Carey believes that its network can
capture a significant portion of the growing international market for
chauffeured vehicle services by acquiring or licensing additional
chauffeured vehicle service companies and otherwise implementing the Carey
system outside the United States. The Company intends to increase its
international presence by intensifying its sales and marketing efforts,
strengthening its relationships with significant domestic and international
business travel arrangers, and capitalizing on the capacity of the CIRS to
operate on a global scale. By enhancing its international presence, the
Company also expects to increase its revenues from providing chauffeured
vehicle services to international travelers both visiting the United States
and travelling abroad.

Expand Licensee Network Worldwide. The Company will seek to expand its
worldwide network and generate additional revenues from license and
marketing fees by licensing additional chauffeured vehicle service
companies in smaller markets that do not justify a Company-owned presence.
Ultimately, as these less strategic markets grow in size and importance to
the Company, the licensees in such markets may become acquisition
candidates.

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the profitability of the chauffeur and the Company. Carey's independent
operator program allows the Company to reduce its labor and capital costs,
convert fixed costs to variable costs and generate revenues from fees paid
by independent operators.

In 1979, the Company was organized as a Delaware corporation and commenced
operations by acquiring certain rights to the "Carey" name held by a
predecessor company. Predecessor companies operated chauffeured vehicle service
businesses under the "Carey" name since the 1920s. The Company's principal
executive offices are located at 4530 Wisconsin Avenue, N.W., Washington, D.C.
20016. Its telephone number at that location is (202) 895-1200. As used herein,
unless the context otherwise requires, "Carey" or the "Company" refers to Carey
International, Inc. and its subsidiaries.

5
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SUMMARY AND PRO FORMA CONSOLIDATED FINANCIAL DATA

FISCAL YEAR ENDED NOVEMBER 30, SIX MONTHS ENDED MAY 31,
--------------------------------------------------------------- ----------------------------------
1992 1993 1994 1995 1996 1996 1997
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ACTUAL PRO FORMA(1) ACTUAL ACTUAL PRO FORMA(2)
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(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenue, net.......... $27,669 $30,319 $35,525 $43,484 $59,505 $78,883 $26,601 $30,872 $40,758
Cost of revenue....... 20,199 22,751 24,954 29,943 40,438 52,344 18,112 21,138 27,265
------- -------- ------- ------- ---------- --------- ------- --------- ---------
Gross profit.......... 7,470 7,568 10,571 13,541 19,067 26,539 8,489 9,734 13,493
Selling, general and
administrative
expense.............. 5,939 8,174 9,487 12,419 15,078 21,166 7,158 7,875 11,303
------- -------- ------- ------- ---------- --------- ------- --------- ---------
Operating income
(loss)............... 1,531 (606) 1,084 1,122 3,989 5,373 1,331 1,859 2,190
Interest income
(expense) and other
income (expense)..... (819) (1,308) (1,194) (1,292) (1,277) 133 (669) (596) 99
------- -------- ------- ------- ---------- --------- ------- --------- ---------
Income (loss) before
provision (benefit)
for income taxes..... 712 (1,914) (110) (170) 2,712 5,506 662 1,263 2,289
Provision (benefit)
for income taxes..... 53 10 19 25 (104) 2,329 209 512 961
------- -------- ------- ------- ---------- --------- ------- --------- ---------
Net income (loss)..... $ 659 $ (1,924) $ (129) $ (195) $ 2,816 $ 3,177 $ 453 $ 751 $ 1,328
======= ======== ======= ======= ========== ========= ======= ========= =========
Pro forma net income
per share............ $ 0.89(3) $ 0.48 $ 0.24(3) $ 0.20
========== ========= ========= =========
Weighted average
shares outstanding... 3,510,020(3) 6,625,683 3,685,032(3) 6,600,249
</TABLE>

<TABLE>
<CAPTION>
MAY 31, 1997
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NOVEMBER 30,
1996 ACTUAL PRO FORMA(4)
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<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital (deficit).................... $(1,732) $24,132 $3,360
Total assets................................. 42,526 68,589 75,524
Long-term debt, less current maturities...... 11,192 9,560 1,604
Deferred revenue(5).......................... 6,181 6,804 13,662
Total stockholders' equity................... $ 6,672 $34,063 $42,698
</TABLE>
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(1) Gives effect to the following events as if they had occurred on December 1,
1995: (i) the acquisition of Camelot Barthropp Ltd., completed February
1996, including the interest cost related to indebtedness incurred in
connection with such acquisition, (ii) the acquisition of Manhattan
Limousine (using statement of operations data for Manhattan Limousine's
fiscal year ended September 30, 1996) and the amortization of associated
goodwill, (iii) the conversion of certain preferred stock and subordinated
debt into Common Stock, see "Recapitalization," and the elimination of
interest expense associated with the subordinated debt; (iv) the issuance
of shares of Common Stock to (a) repay certain existing debt of the
Company, (b) pay the cash and note portions of the purchase price for
Manhattan Limousine, (c) repay certain debt assumed in connection with the
acquisition of Manhattan Limousine, (d) redeem certain preferred stock of
the Company and (e) pay the stock portion of the purchase price in
connection with the acquisition of Manhattan Limousine, (v) the elimination
of interest expense associated with debt repaid from the proceeds of the
IPO (as defined below) and (vi) other adjustments as described under "Pro
Forma Consolidated Financial Statements" and the notes thereto.
(2) Gives effect to the events set forth in clauses (ii) through (vi) of note
(1) above as if they had occurred on December 1, 1995, except that, with
respect to clause (ii), the statement of operations data is for Manhattan
Limousine's six months ended March 31, 1997.
(3) Gives effect to the conversion of certain preferred stock and subordinated
debt into Common Stock and the elimination of associated interest expense
on the subordinated debt as a result of the Recapitalization (as defined
below). See Notes 2 and 18 to the Company's Consolidated Financial
Statements.
(4) Reflects (i) the Recapitalization, see "Recapitalization," (ii) the
acquisition of Manhattan Limousine, see "Acquisition of Manhattan
Limousine," and (iii) the receipt of proceeds from the issuance and sale of
2,900,000 shares of Common Stock in the IPO and the issuance and sale of an
additional 435,000 shares of Common Stock in connection with the
underwriters' exercise of their over-allotment option in the IPO (less
underwriting discounts and commissions) and the application of the net
proceeds therefrom.
(5) Represents the balance of the fees deferred in connection with independent
operator agreements less amounts previously recognized. Such fees are
recognized ratably over the terms of the agreements, which typically range
from 10 to 20 years. See the Notes to the Company's Consolidated Financial
Statements.

6
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RISK FACTORS

The following factors should be considered, together with the other
information in this Prospectus, in evaluating an investment in the Company.
This Prospectus contains certain forward-looking statements which involve
risks and uncertainties. The Company's actual results could differ materially
from the results anticipated in these forward-looking statements as a result
of certain of the factors set forth in the following risk factors and
elsewhere in this Prospectus.

HISTORY OF LOSSES

The Company has generated a net loss in three of the past four fiscal years.
Although the Company was profitable during the fiscal year ended November 30,
1996, there can be no assurance that the Company will be able to sustain
profitability.

RISKS ASSOCIATED WITH ACQUISITION OF MANHATTAN LIMOUSINE

The acquisition of Manhattan Limousine was consummated simultaneously with
the Company's underwritten initial public offering of Common Stock in June
1997 (the "IPO"). Manhattan Limousine generated pro forma revenues of
approximately $18.4 million during its fiscal year ended September 30, 1996,
representing approximately 23.4% of the Company's fiscal 1996 revenues on a
pro forma basis. As a result of the acquisition of Manhattan Limousine,
approximately 42% of the Company's revenues currently are generated from
services provided within the New York City metropolitan area. The integration
of Manhattan Limousine, which is the Company's largest acquisition to date,
will place significant demands on the Company's management and infrastructure,
and there can be no assurance that Manhattan Limousine's business will be
successfully integrated with that of the Company, that the Company will be
able to realize operating efficiencies or eliminate redundant costs, or that
the combined business will be operated profitably. Further, there can be no
assurance that customers of Manhattan Limousine will continue to do business
with the Company. The failure of the Company in any of these respects could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Acquisition of Manhattan Limousine."

RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY

The Company intends to grow primarily through the acquisition of additional
chauffeured vehicle service companies. Increased competition for acquisition
candidates may develop, in which event there may be fewer acquisition
opportunities available to the Company as well as higher acquisition costs for
the opportunities that are available. There can be no assurance that the
Company will be able to identify, acquire or profitably manage additional
businesses or successfully integrate any acquired businesses into the Company
without substantial costs, delays, or other operational or financial problems.
There also can be no assurance that the Company will be able to purchase its
licensees that operate in markets in which the Company does not own and
operate a chauffeured vehicle service company.

The success of any acquisition will depend upon the Company's ability to
introduce automation and management systems, to convert salaried chauffeurs
employed by the acquired business to independent operators and to integrate
the acquired business with the Company's existing operations. Customer
dissatisfaction or performance problems at a single acquired company could
have an adverse effect on the reputation of the Company and the Company's
sales and marketing initiatives. There can be no assurance that any businesses
acquired in the future will achieve anticipated revenues and earnings.
Further, acquisitions involve a number of special risks, including possible
adverse effects on the Company's operating results, diversion of management's
attention, failure to retain key personnel at an acquired company, risks
associated with unanticipated events or liabilities and amortization of
goodwill or other acquired intangible assets, some or all of which could have
a material adverse effect on the Company's business, financial condition and
results of operations. See "Business--Acquisition Strategy."

7
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RISKS RELATED TO ACQUISITION FINANCING

The Company may choose to finance future acquisitions by using shares of its
Common Stock for a portion or all of the consideration to be paid. In the
event that the Common Stock does not maintain a sufficient market value, or
potential acquisition candidates are otherwise unwilling to accept Common
Stock as part of the consideration for the sale of their businesses, the
Company might not be able to utilize Common Stock as consideration for
acquisitions and would be required to utilize more of its cash resources, if
available, in order to maintain its acquisition program. If the Company does
not have sufficient cash resources, its growth could be limited unless it is
able to obtain additional capital through debt or equity financings. There can
be no assurance that such financing will be available if and when needed or on
terms acceptable to the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

RISKS ASSOCIATED WITH RAPID GROWTH

As a result of the Manhattan Limousine acquisition, the continued
implementation of the Company's acquisition strategy and the expansion of the
Company's licensee network, the Company may experience rapid growth which
could place additional demands on the Company's administrative, operational
and financial resources. Managing future growth will depend on a number of
factors, including the maintenance of the quality of services the Company
provides to its customers, and the recruitment, motivation and retention of
qualified chauffeurs and other personnel. Sustaining growth will require
enhancements to the Company's operational and financial systems as well as
additional management, operational and financial resources. There can be no
assurance that the Company will be able to manage its expanding operations
effectively or that it will be able to maintain or accelerate its growth, and
any failure to do so could have a material adverse effect on the Company's
business, financial condition and results of operations.

SEASONALITY AND QUARTERLY FLUCTUATIONS

The Company believes that its future operating results may continue to be
subject to quarterly variations caused by such factors as seasonal business
travel, variable scheduling of special events and the timing of acquisitions
by the Company. The Company's least profitable quarter generally has been the
first quarter (ending February 28 or 29), and its most profitable quarter
generally has been the fourth quarter (ending November 30). The Company's
operating results may be subject to considerable fluctuations caused by
special events, such as business and trade association meetings and
conventions and sporting events with national or international participation,
which do not necessarily recur annually, may not be held at the same time of
year and may not always be located in a city in which the Company owns and
operates a chauffeured vehicle service company. In addition, adverse economic
conditions may impact the Company's operating results by reducing the overall
number of road shows and promotional tours. All of these factors can cause
significant fluctuations in quarterly results of operations. Accordingly,
results in any fiscal quarter may not be indicative of results of future
quarters. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Quarterly Results of Operations."

RISKS ASSOCIATED WITH LICENSEE OPERATIONS

The Company has 38 licensees serving 106 cities in the United States and 24
licensees serving 105 cities outside the United States. Although a component
of the Company's strategy is to increase the number of licensees, there can be
no assurance that the Company will be able to attract qualified licensees in
desired locations. The failure of the Company to attract new licensees or the
failure of the Company's licensees to operate successfully could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, the failure of one or more of the
Company's licensees to maintain the Company's service standards and conform to
the Carey system could have a material adverse effect on the reputation of the
Carey network and the Company's business, financial condition and results of
operations.

In addition, the Company is subject to federal regulation and certain state
laws which govern the offer and sale of franchises. Most state franchise laws
impose substantive requirements on the franchise agreement,

8
<PAGE>

including limitations on non-competition provisions and termination or non-
renewal of a franchise. Some states require that certain materials be
registered before franchises can be offered or sold in that state. Violations
of federal regulations and the state franchising laws could result in civil
penalties against the Company and civil and criminal penalties against the
executive officers of the Company. While the Company believes that it has
operated in compliance with federal and state franchise laws, no assurance can
be given that the Company will not be required to cease offering and selling
licenses in certain states because of future changes in franchise laws or the
Company's failure or inability to comply with existing franchise laws.

STATUS OF INDEPENDENT OPERATORS

The Company's ability to benefit from conversions of salaried chauffeurs to
independent operators will depend, in part, on the Company's continued ability
to classify independent operators as third party contractors rather than as
employees. The Company does not pay or withhold any federal or state
employment tax with respect to or on behalf of independent operators. The
Internal Revenue Service (the "IRS") previously challenged the Company's
independent operator policy at its owned and operated business in
Philadelphia, but in March 1997 agreed to settle the challenge without an
adjudication of a violation of IRS regulations. Also in March 1997, the IRS
approved guidelines that chauffeured vehicle service providers such as the
Company can follow in order to treat independent operators as third party
contractors rather than as employees. These guidelines distinguish a third
party contractor from an employee using several factors based upon whether or
not the individual, among other things, (i) invests cash in the venture, (ii)
has the potential to realize a profit or loss, (iii) can make his or her
service available to the public and (iv) is required to comply with company
policies regarding how and when to provide services. The Company believes that
its practices substantially conform to these guidelines, and that, as a
result, its independent operators will be treated as third party contractors.
If, however, the Company's practices are determined not to conform with the
guidelines, or if it is adjudicated that the Company is required to treat its
independent operators as employees, the Company could become responsible for
certain past and future employment taxes. There can be no assurance that, in
the event of such an adverse adjudication, there will not be a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Independent Operators."

INDEPENDENT OPERATOR FINANCING

An important component of the Company's business strategy for its owned and
operated companies involves the preferred use of independent operators instead
of salaried chauffeurs operating Company-owned vehicles. A chauffeur becomes
an independent operator by signing an agreement to pay a fee to the Company
ranging from $45,000 to $60,000. The payment of independent operator fees
historically has been financed by the Company, financing companies or banks.
Prior to September 1996, the Company usually sold to third parties the
independent operator notes initially financed by it. Since September 1996, the
Company has ceased selling such notes to third parties. Because the Company
now bears most of the risk relating to payment of these notes, significant
defaults in their payment could have a material adverse effect on the
Company's business, financial condition and results of operations. Each new
independent operator is required to own or obtain his or her vehicle. The cost
of a new vehicle ranges from $35,000 to $65,000, depending upon whether it is
a sedan or a limousine and the features included in the vehicle. The Company
generally does not finance vehicle purchases by its independent operators. As
a result, the ability of independent operators to obtain their own vehicles, a
requirement for conversions from salaried chauffeurs to independent operators,
will depend upon the availability of third party vehicle financing for
independent operators. The inability of independent operators to obtain
vehicle financing will adversely affect the Company's ability to utilize
independent operators, and would have a material adverse effect on the
Company's business, financial condition and results of operations. There can
be no assurance that such financing will be available if and when needed or on
terms acceptable to potential independent operators. See "Business--
Independent Operators."

POTENTIAL ADVERSE EFFECT OF LITIGATION

The Company, certain of its subsidiaries and certain of its officers and
directors currently are named as defendants in a complaint, purporting to be a
class action, alleging that the plaintiff and others similarly situated

9
<PAGE>

suffered monetary damages as a result of misrepresentations by the defendants
in their use of a surface transportation billing charge. While the Company
denies all claims made against it, it has reached a tentative settlement with
the plaintiff and plaintiff's counsel. The settlement has received preliminary
court approval, but is subject to final court approval and acceptance by the
proposed class. There can be no assurance that the proposed class will agree
to, or that the court will grant final approval of, the settlement. Moreover,
there can be no assurance that claims under the terms of this or any other
settlement entered into by the Company will not adversely affect the Company's
business, financial condition and results of operations. Defense of lawsuits
against the Company generally can be expensive and time-consuming, regardless
of the outcome, and an adverse result in a lawsuit could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Legal Proceedings."

FACTORS AFFECTING TRAVEL

The Company is subject to risks generally affecting levels of business
travel, including economic cycles, political changes, terrorist threats or
acts and technological advances. The Company cannot predict the likelihood of
occurrence of any such events. If the occurrence of any such event
significantly reduces domestic or international travel, there could be a
material adverse effect on the Company's business, financial condition and
results of operations.

INSURANCE COVERAGE AND CLAIMS

The Company is exposed to claims for personal injury or death and property
damage as a result of automobile accidents involving chauffeured vehicles
operated by its employees and independent operators and by its licensees and
their drivers. The Company maintains, and the Company's independent operators
are required to maintain, levels of insurance which the Company believes to be
adequate. The Company's licensees are required to maintain adequate levels of
insurance and to name the Company as an additional insured on their insurance
policies. There can be no assurance, however, that the limits and the scope of
any such insurance coverage will be adequate. The cost of maintaining personal
injury, property damage and workers' compensation insurance is significant.
The Company and its independent operators and licensees could experience
higher insurance premiums as a result of adverse claims experiences, general
increases in premiums by insurance carriers or both. Significant increases in
such premiums could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business--Independent
Operators" and "Business--Insurance."

DEPENDENCE ON KEY PERSONNEL

While the Company has numerous senior managers with many years of experience
in the chauffeured vehicle service industry, the Company's success is
dependent on the efforts, abilities and leadership of its executive officers,
particularly, Vincent A. Wolfington, the Company's Chairman and Chief
Executive Officer, and Don R. Dailey, the Company's President. The Company
currently does not have employment agreements with any of its executive
officers. The loss of the services of one or more of such officers could have
a material adverse effect on the Company's business, financial condition and
results of operations.

COMPETITION

The chauffeured vehicle service industry is highly competitive and
fragmented with few significant national participants operating multi-city
reservation systems. Each local market usually contains numerous local
participants as well as a few companies offering regional and national
service. Chauffeured vehicle service companies compete primarily on the basis
of price, quality, scope of service and dependability. The Company also
competes with service providers offering alternative modes of transportation,
such as buses, jitney services, taxis, radio cars and rental cars. The Company
competes both for customers and for possible acquisitions. The Company expects
its business to become more competitive as existing competitors expand and
additional companies enter the market. Certain of the Company's existing
competitors have, and any new competitors that enter the industry may have,
access to significantly greater financial resources than the Company.
Competitive market conditions could have a material adverse affect on the
Company's business, financial condition and results of operations. See
"Business--Competition."

10
<PAGE>

POSSIBLE FUTURE SALES OF SHARES

Sales of substantial amounts of Common Stock in the public market during or
after this offering under Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), or otherwise, or the perception that such
sales could occur, may adversely affect prevailing market prices of the Common
Stock and could impair the future ability of the Company to raise capital
through an offering of its equity securities or to use such securities as
consideration in acquisitions. The holders of the Company's securities, aside
from their purchases of Common Stock in the IPO, beneficially own an aggregate
of 4,667,130 shares of Common Stock, including (i) an aggregate of 1,159,401
shares issuable upon the exercise of outstanding options and warrants and (ii)
an aggregate of 228,571 shares issued in connection with the acquisition of
Manhattan Limousine. Of this amount, 3,763,356 shares are "restricted
securities" within the meaning of the Securities Act. Subject to the
contractual lockup provisions discussed below and unless the resale of the
shares is registered under the Securities Act, these restricted shares may not
be sold in the open market unless in compliance with the applicable
requirements of Rule 144. The Company and the beneficial owners of
approximately 4,000,000 shares of Common Stock have agreed not to offer, sell,
contract to sell or otherwise dispose of any shares of Common Stock, or any
securities convertible into or exercisable or exchangeable for Common Stock,
prior to November 30, 1997 without the prior written consent of Montgomery
Securities, except for (i) in the case of the Company, Common Stock issued
pursuant to any employee benefit plans or in connection with acquisitions and
(ii) in the case of the Company's directors and executive officers, the
exercise of stock options pursuant to employee benefit plans and shares of
Common Stock disposed of as bona fide gifts, subject, in each case, to the
application of the November 30, 1997 "lock-up" deadline to any shares so
issued or transferred. See "Shares Eligible for Future Sale."

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Restated Certificate of Incorporation,
By-laws and Delaware law could, together or separately, discourage potential
acquisition proposals, delay or prevent a change in control of the Company and
limit the price that certain investors might be willing to pay in the future
for shares of the Common Stock. Those provisions, among other things, provide
for a classified Board of Directors, allow the Board of Directors to issue,
without further stockholder approval, up to 1,000,000 shares of preferred
stock with rights and privileges that could be senior to the Common Stock,
prohibit the stockholders from calling special meetings of stockholders,
restrict the ability of stockholders to nominate directors and submit
proposals to be considered at stockholders' meetings, impose a supermajority
voting requirement in connection with stockholders' amendments to the By-laws
and prohibit stockholders after this offering from acting by written consent
in lieu of a meeting. The Company also is subject to Section 203 of the
Delaware General Corporation Laws (the "DGCL") which, subject to certain
exceptions, prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with any "interested stockholder" for a period
of three years following the date on which such stockholder became an
interested stockholder. See "Description of Capital Stock."

POSSIBLE VOLATILITY OF STOCK PRICE AND LIMITATIONS ON RESALE

There can be no assurance that an active public market for the Common Stock
will continue during or after this offering. From time to time during or after
this offering, there may be significant volatility in the market price for the
Common Stock. Quarterly operating results of the Company, changes in general
conditions in the economy or the chauffeured vehicle service industry, or
other developments affecting the Company, its licensees and affiliates or the
Company's competitors could cause the market price of the Common Stock to
fluctuate substantially. The equity markets have, on occasion, experienced
significant price and volume fluctuations that have affected the market prices
for many companies' securities and have been unrelated to the operating
performance of those companies. Any such fluctuations that occur during or
after this offering may adversely affect the prevailing market price of the
Common Stock.

Affiliates of companies acquired by Carey who receive Common Stock under
this Prospectus are subject for one year to the restrictions of Rule 145 under
the Securities Act, including the volume of sale limitations and manner of
sale requirements thereof. The requirements of Rule 145 may limit the ability
of such affiliates to resell Common Stock they may receive under this
Prospectus.

11
<PAGE>

ACQUISITION OF MANHATTAN LIMOUSINE

Simultaneously with the completion of the IPO, the Company acquired
Manhattan International Limousine Network Ltd. and an affiliated company
("Manhattan Limousine") for aggregate consideration of $14.2 million, composed
of (i) $7.1 million in cash, (ii) $4.7 million in promissory notes bearing
interest at the rate of 8.0% per annum and payable one year from the date of
the acquisition, and (iii) 228,571 shares of Common Stock. In addition, the
Company assumed approximately $3.7 million of outstanding indebtedness of
Manhattan Limousine, all of which subsequently has been repaid. Pursuant to
the terms of the acquisition, Manhattan Limousine distributed to its
stockholders prior to the closing approximately $3.8 million in assets and
$2.3 million in liabilities.

Prior to its acquisition by Carey, Manhattan Limousine was one of the
largest chauffeured vehicle service companies in the New York metropolitan
area, with revenues in its fiscal year ended September 30, 1996 totalling
approximately $18.4 million. Manhattan Limousine operated the Manhattan
International Limousine Network of more than 300 worldwide affiliates, a
significant majority of which are located in cities in which the Company
already has affiliates. In some cities the Company and Manhattan Limousine
shared common affiliates. Approximately 89.2% of Manhattan Limousine's fiscal
1996 revenues was generated by Manhattan Limousine's New York metropolitan
operations, and approximately 10.8% was generated by its affiliates outside
the New York metropolitan area. Approximately 18.0% of Manhattan Limousine's
fiscal 1996 revenues were derived from services performed for Virgin Atlantic
Airways, which had been Manhattan Limousine's largest customer. See the
Manhattan Limousine Consolidated Financial Statements and related notes
thereto.

In the acquisition, Carey assumed agreements with Manhattan Limousine's
independent operators and their collective fleet consisting of approximately
125 sedans and limousines.

RECAPITALIZATION

On June 2, 1997, the Company effected the following transactions
(collectively, the "Recapitalization"): (i) a one-for-2.3255 reverse split of
outstanding Common Stock; (ii) the conversion of all of the 42,070 outstanding
shares of the Company's Series A Preferred Stock into the right to receive an
aggregate of $2,103,500 and 86,003 shares of Common Stock; (iii) the
redemption of all 10,000 shares of the Company's Series F Preferred Stock and
3,000 shares of the Company's Series G Preferred Stock for an aggregate price
of $1,000,000; (iv) the conversion of 9,580 shares of the Company's Series B
Preferred Stock, 46,890 shares of the Company's Series G Preferred Stock and
the Company's Subordinated Convertible Promissory Note dated September 1, 1991
in the principal amount of $2,000,000 into an aggregate of 1,857,524 shares of
Common Stock; (v) the exercise of a warrant to purchase 616,544 shares of
Common Stock by the application of $2,867,546 due the warrant holder under a
subordinated promissory note, and the repayment by the Company of the
remaining outstanding principal balance of $912,454 under such note; and (vi)
the amendment of the Company's Certificate of Incorporation to, among other
things, (a) eliminate all previously-designated series of Preferred Stock and
the designation of Class A Common Stock, and (b) increase the authorized
number of shares of Common Stock from 9,512,950 to 20,000,000.

12
<PAGE>

PRICE RANGE OF COMMON STOCK

The Common Stock is quoted on The Nasdaq National Market under the symbol
"CARY." The following table sets forth for each period indicated the high and
low sale prices for the Common Stock as reported by The Nasdaq National
Market.

<TABLE>
<CAPTION>
HIGH LOW
------- --------
<S> <C> <C>
May 28, 1997 through June 30, 1997 $15 5/8 $ 11
July 1, 1997 through August 28, 1997 15 7/8 13 1/2
</TABLE>

On August 28, 1997, the last reported sale price of the Common Stock was
$14.125. As of August 28, 1997, there were approximately 63 holders of record
of Common Stock.

DIVIDEND POLICY

The Company intends to retain all earnings to finance the growth and
development of its business and does not anticipate paying cash dividends on
the Common Stock in the foreseeable future. Any future determination as to the
payment of dividends on the Common Stock will depend upon the Company's future
earnings, results of operations, capital requirements and financial condition
and any other factor the Board of Directors of the Company may consider. The
Company's agreements with its principal lenders prohibit dividend payments.

13
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected actual consolidated financial data as of November 30, 1992,
1993, 1994, 1995 and 1996 and for each of the five years in the period ended
November 30, 1996 have been derived from the consolidated financial statements
of the Company audited by Coopers & Lybrand L.L.P., independent accountants.
The selected actual consolidated financial data as of and for the six months
ended May 31, 1996 and 1997 have been derived from the unaudited consolidated
financial statements of the Company. In the opinion of management, the
unaudited consolidated financial statements reflect all adjustments,
consisting only of normal, recurring adjustments, necessary to present fairly
the consolidated financial position and the consolidated results of operations
of the Company. The consolidated results of operations for the six-month
period ended May 31, 1997 are not necessarily indicative of the consolidated
results of operations to be expected for the year ended November 30, 1997.

The selected actual and pro forma consolidated financial data of the Company
should be read in conjunction with the Company's Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NOVEMBER 30, SIX MONTHS ENDED MAY 31,
------------------------------------------------------------- ----------------------------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- ------- ------------------------- ------- -------------------------
ACTUAL PRO FORMA(1) ACTUAL ACTUAL PRO FORMA(2)
--------- ------------ ------- --------- ------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenue, net........... $27,669 $30,319 $35,525 $43,484 $59,505 $78,883 $26,601 $30,872 $40,758
Cost of revenue........ 20,199 22,751 24,954 29,943 40,438 52,344 18,112 21,138 27,265
------- ------- ------- ------- --------- --------- ------- --------- ---------
Gross profit........... 7,470 7,568 10,571 13,541 19,067 26,539 8,489 9,734 13,493
Selling, general and
administrative
expense............... 5,939 8,174 9,487 12,419 15,078 21,166 7,158 7,875 11,303
------- ------- ------- ------- --------- --------- ------- --------- ---------
Operating income
(loss)................ 1,531 (606) 1,084 1,122 3,989 5,373 1,331 1,859 2,190
Interest income
(expense) and other
income (expense)...... (819) (1,308) (1,194) (1,292) (1,277) 133 (669) (596) 99
------- ------- ------- ------- --------- --------- ------- --------- ---------
Income (loss) before
provision (benefit)
for income taxes...... 712 (1,914) (110) (170) 2,712 5,506 662 1,263 2,289
Provision (benefit) for
income taxes.......... 53 10 19 25 (104) 2,329 209 512 961
------- ------- ------- ------- --------- --------- ------- --------- ---------
Net income (loss)...... $ 659 $(1,924) $ (129) $ (195) $ 2,816 $ 3,177 $ 453 $ 751 $ 1,328
======= ======= ======= ======= ========= ========= ======= ========= =========
Pro forma net income
per
share................. $ 0.89(3) $ 0.48 $ 0.24(3) $ 0.20
========= ========= ========= =========
Weighted average shares
outstanding........... 3,510,020(3) 6,625,683 3,685,032(3) 6,600,249
</TABLE>

<TABLE>
<CAPTION>
NOVEMBER 30, MAY 31, 1997
----------------------------------------- --------------------
1992 1993 1994 1995 1996 ACTUAL PRO FORMA(4)
------- ------- ------- -------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Working capital (defi-
cit).................. $ 1,740 $ 1,484 $ 1,298 $ (1,407) $(1,732) $24,132 $ 3,360
Total assets........... 28,855 27,941 27,109 35,897 42,526 68,589 75,524
Long-term debt, less
current maturities.... 10,293 12,083 11,090 13,217 11,192 9,560 1,604
Deferred revenue(5).... 3,270 4,300 4,485 4,726 6,181 6,804 13,662
Total stockholders' eq-
uity.................. $ 5,843 $ 4,388 $ 4,165 $ 3,912 $ 6,672 $34,063 $42,698
</TABLE>
- -------

(1) Gives effect to the following events as if they had occurred on December
1, 1995: (i) the acquisition of Camelot Barthropp Ltd., completed February
1996, including the interest cost relating to indebtedness incurred in
connection with such acquisition, (ii) the acquisition of Manhattan
Limousine (using statement of operations data for Manhattan Limousine's
fiscal year ended September 30, 1996) and the amortization of associated
goodwill, (iii) the conversion of certain preferred stock and subordinated
debt into Common Stock, see "Recapitalization," and the elimination of
interest expense associated with the subordinated debt (iv) the issuance
of shares of Common Stock to (a) repay certain existing debt of the
Company, (b) pay the cash and note portions of the purchase price for
Manhattan Limousine, (c) repay certain debt assumed in connection with the
acquisition of Manhattan Limousine, (d) redeem certain preferred stock of
the Company and (e) pay the stock portion of the purchase price in
connection with the acquisition of Manhattan Limousine, (v) the
elimination of interest expense associated with debt repaid from the
proceeds of the IPO and (vi) other adjustments as described under "Pro
Forma Consolidated Financial Statements" and the notes thereto.
(2) Gives effect to the events set forth in clauses (ii) through (vi) of note
(1) above as if they had occurred on December 1, 1995, except that, with
respect to clause (ii), the statement of operations data is for Manhattan
Limousine's six months ended March 31, 1997.

(3) Gives effect to the conversion of certain preferred stock and subordinated
debt into Common Stock and the elimination of associated interest expense
on the subordinated debt as a result of the Recapitalization. See Notes 2
and 18 to the Company's Consolidated Financial Statements.
(4) Reflects (i) the Recapitalization, see "Recapitalization," (ii) the
acquisition of Manhattan Limousine, see "Acquisition of Manhattan
Limousine," and (iii) receipt of proceeds from the issuance and sale of
2,900,000 shares of Common Stock in the IPO and the issuance and sale of
an additional 435,000 shares of Common Stock in connection with the
underwriters' exercise of their over-allotment option subsequent to the
IPO (less underwriting discounts and commissions) and the application of
the net proceeds therefrom.
(5) Represents the balance of the fees deferred in connection with independent
operator agreements less amounts previously recognized. Such fees are
recognized ratably over the terms of the agreements, which typically range
from 10 to 20 years. See the Notes to the Company's Consolidated Financial
Statements.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated
Financial Statements and related notes thereto and "Selected Consolidated
Financial Data" appearing elsewhere in this Prospectus. Unless otherwise
indicated or the context otherwise requires, each reference to a year is to
the Company's fiscal year which ends on November 30 of such year.

OVERVIEW

The Company generates revenues primarily from chauffeured vehicle services
provided by (i) Carey's owned and operated businesses and (ii) Carey's
licensees and affiliates when services provided by such licensees and
affiliates are billed through the Company's central reservation and billing
system. In 1995 and 1996, approximately 74.7% and 73.6%, respectively, of the
Company's revenue, net was generated by chauffeured vehicle services provided
by the Company's owned and operated businesses, approximately 16.3% and 15.6%,
respectively, was generated by chauffeured vehicle services provided by the
Company's licensees and billed by the Company, and approximately 2.5% and
2.0%, respectively, was generated by chauffeured vehicle services provided by
the Company's affiliates and billed by the Company. Carey also generates
revenues from its licensees through fees (both initial and monthly) related to
(i) licensing the use of its name and service mark, (ii) its central
reservation and billing services and (iii) its marketing activities. In 1995
and 1996, approximately 2.7% and 3.2%, respectively, of the Company's revenue,
net was generated from its licensees through such fees. To a lesser extent,
the Company derives revenues from the payment of fees by independent
operators. The Company recognizes revenues from these fees ratably over the
terms of the independent operators' agreements with the Company, which
typically range from 10 to 20 years. As of May 31, 1997, the Company had $6.8
million of deferred revenue on its balance sheet ($13.7 million on a pro forma
basis reflecting the acquisition of Manhattan Limousine).

Cost of revenue primarily consists of amounts due to the Company's
independent operators. The amount due to independent operators is a percentage
(ranging from 60% to 65%) of the charges for services provided, net of
discounts and commissions. Cost of revenue also includes amounts due to the
Company's licensees and affiliates for chauffeured vehicle services provided
by them and billed by the Company. Such amounts generally include the charges
for services provided less a referral fee ranging from 15% to 25% of net
vehicle service revenue. Cost of revenue also includes salaries and benefits
paid to chauffeurs employed by the Company. To a lesser extent, cost of
revenue includes costs associated with owning and maintaining the vehicles
owned by the Company, telecommunications expenses, salaries and benefits for
reservationists, marketing expenses for the benefit of licensees, and
commissions due to travel agents and credit card companies.

Selling, general and administrative expenses consist primarily of
compensation and related benefits for the Company's officers and
administrative personnel, marketing and promotional expenses for the Company's
owned and operated chauffeured vehicle service companies, and professional
fees, as well as amortization costs related to the intangibles recorded as a
result of the Company's acquisitions.

In addition to internal growth from the Company's sales and marketing
efforts, an important component in the Company's growth to date has been the
acquisition of its licensees and other chauffeured vehicle service companies.
Since December 1994, Carey has acquired nine chauffeured vehicle service
companies. Each of these acquisitions was made for cash and the issuance or
assumption of notes and was accounted for using the purchase method of
accounting. A substantial majority of the purchase price paid by the Company
in each such acquisition represented goodwill, franchise rights (if a licensee
was acquired) and/or other intangibles. Such franchise rights and goodwill are
amortized over 30 years on a straight-line basis and amounted to $12.7 million
(net of accumulated amortization) as of May 31, 1997. As a result of the
acquisition of Manhattan Limousine, the Company recognized an additional $19.9
million of goodwill.

<PAGE>

The results of operations for the acquired companies have been included in
the Company's consolidated financial statements from their respective dates of
acquisition. Carey expects to benefit from its acquisitions by consolidating
general and administrative functions, increasing operating efficiencies, and,
as a result of converting salaried chauffeurs to independent operators,
eliminating the overhead and capital costs associated with employing salaried
chauffeurs, leasing garages, maintaining parts and fuel inventories, and
owning and operating vehicles. The Company generally realizes these benefits
within six to twelve months after an acquisition, depending upon whether the
acquisition is of a chauffeured vehicle service company in a location in which
the Company already operates, or of a licensee in a market where Carey has yet
to establish operations.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain financial
data for the Company expressed as a percentage of revenue, net. With respect
to the pro forma data, see "Pro Forma Consolidated Financial Statements" and
the notes thereto.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NOVEMBER 30, SIX MONTHS ENDED MAY 31,
------------------------------------- ------------------------------
1994 1995 1996 1996 1997
------- ------- ----------------- -------- -------------------
PRO PRO
ACTUAL FORMA ACTUAL ACTUAL FORMA
-------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue, net............ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenue......... 70.2 68.9 68.0 66.4 68.1 68.5 66.9
------- ------- ------- ------- -------- -------- --------
Gross profit............ 29.8 31.1 32.0 33.6 31.9 31.5 33.1
Selling, general and
administrative
expense................ 26.7 28.6 25.3 26.8 26.9 25.5 27.7
------- ------- ------- ------- -------- -------- --------
Operating income........ 3.1 2.5 6.7 6.8 5.0 6.0 5.4
Interest income
(expense) and other
income (expense)....... (3.4) (3.0) (2.1) 0.2 2.5 1.9 0.2
------- ------- ------- ------- -------- -------- --------
Income (loss) before
provision (benefit) for
income taxes........... (0.3) (0.5) 4.6 7.0 2.5 4.1 5.6
Provision (benefit) for
income taxes........... 0.1 -- (0.2) 3.0 0.8 1.7 2.3
------- ------- ------- ------- -------- -------- --------
Net income (loss)....... (0.4)% (0.5)% 4.8% 4.0% 1.7% 2.4% 3.3%
======= ======= ======= ======= ======== ======== ========
</TABLE>

SIX MONTHS ENDED MAY 31, 1997 (THE "1997 PERIOD") COMPARED TO SIX MONTHS ENDED
MAY 31, 1996 (THE "1996 PERIOD")

Revenue, Net. Revenue, net increased $4.3 million or 16.1% from $26.6
million in the 1996 Period to $30.9 million in the 1997 Period. Of the
increase, approximately $3.4 million arose as a result of expanded use of the
Carey network, including an increase in business from corporate travel
customers and business travel arrangers, and approximately $930,000 was due to
revenues of the Company's operations in London which were acquired in the 1996
Period.

Cost of Revenue. Cost of revenue increased $3.0 million or 16.7% from $18.1
million in the 1996 Period to $21.1 million in the 1997 Period. The increase
was primarily attributable to higher costs due to increased business levels
and to costs of revenue of the Company's operations in London which were
acquired in the 1996 Period. Cost of revenue increased as a percentage of
revenue, net from 68.1% in the 1996 Period to 68.5% in the 1997 Period,
primarily reflecting the effects of seasonally higher operating costs as a
percentage of revenues in the Company's London operations in the first quarter
of the 1997 Period, offset by the benefit of increased implementation of the
Company's independent operator program.

Selling, General and Administrative Expense. Selling, general and
administrative expenses increased approximately $716,000 or 10.0% from $7.2
million in the 1996 Period to $7.9 million in the 1997 Period. The

16
<PAGE>

increase was largely due to the costs of additional personnel, increased
marketing expenses and increased administrative expenses in support of higher
business levels. Selling, general and administrative expenses decreased as a
percentage of revenue, net from 26.9% in the 1996 Period to 25.5% in the 1997
Period as a result of an increase in revenue, net without a corresponding
increase in administrative costs.

Interest Expense. Interest expense was approximately $872,000 in the 1996
Period and approximately $777,000 in the 1997 Period. Interest expense
decreased as a percentage of revenue, net from 3.3% in the 1996 Period to 2.5%
in the 1997 Period as a result of payments reducing the principal amounts of
debt outstanding in the two periods.

Provision for Income Taxes. The provision for income taxes increased
approximately $302,000 from approximately $209,000 in the 1996 Period to
approximately $512,000 in the 1997 Period. The increase primarily related to
the increase in pre-tax income of the Company from approximately $662,000 in
the 1996 Period to $1.3 million in the 1997 Period. In addition, the Company
utilized NOLs in determining its provision for income taxes in the 1996 Period
but such NOLs were not available to the Company in the 1997 Period.

Net Income. As a result of the foregoing, the Company's net income increased
approximately $299,000 or 65.9% from approximately $453,000 in the 1996 Period
to approximately $751,000 in the 1997 Period.

YEAR ENDED NOVEMBER 30, 1996 COMPARED TO YEAR ENDED NOVEMBER 30, 1995

Revenue, Net. Revenue, net increased approximately $16.0 million or 36.8%
from $43.5 million in 1995 to $59.5 million in 1996. Of the increase,
approximately $9.6 million was contributed by existing operations as a result
of expanded use of the Carey network, including an increase in business from
corporate travel customers and business travel arrangers, and approximately
$6.4 million was due to revenues of companies which were acquired from
December 1994 through February 1996.

Cost of Revenue. Cost of revenue increased approximately $10.5 million or
35.1% from $29.9 million in 1995 to $40.4 million in 1996. The increase was
primarily attributable to higher costs due to increased business levels. Cost
of revenue decreased as a percentage of revenue, net from 68.9% in 1995 to
68.0% in 1996 as a result of spreading the fixed costs of the Company's
reservations infrastructure over a larger revenue base.

Selling, General and Administrative Expense. Selling, general and
administrative expenses increased approximately $2.7 million or 21.4% from
$12.4 million in 1995 to $15.1 million in 1996. The increase was largely due
to higher administrative costs associated with additional personnel, increased
marketing and promotional expenses, and higher amortization of intangibles as
a result of acquisitions. Selling, general and administrative expenses
decreased as a percentage of revenue, net from 28.6% in 1995 to 25.3% in 1996
as a result of an increase in revenue without a corresponding increase in
administrative costs.

Interest Expense. Interest expense was $1.7 million in each of 1995 and
1996. Interest expense decreased as a percentage of revenue, net from 3.0% in
1995 to 2.1% in 1996.

Provision (Benefit) for Income Taxes. The provision for income taxes was
nominal in 1995. In 1996, the Company had a tax benefit of $104,000. Prior to
1996, the Company recorded a valuation allowance against its net deferred tax
assets. This allowance was reversed in 1996 in accordance with generally
accepted accounting principles. The reversal reduced the provision for income
taxes in 1996 by approximately $1.5 million. The increase in the provision
recordable in 1996, which was offset by the effect of reducing the valuation
allowance against deferred tax assets, was attributable to the Company's
increased pretax profit level in 1996 which exceeded the beneficial tax effect
of net operating loss carryforwards of prior years. The Company has utilized
the full amount of its net operating loss carryforwards.

Net Income (Loss). As a result of the foregoing, the Company had net income
of $2.8 million in 1996 compared to a net loss of approximately $195,000 in
1995.

17
<PAGE>

YEAR ENDED NOVEMBER 30, 1995 COMPARED TO YEAR ENDED NOVEMBER 30, 1994

Revenue, Net. Revenue, net increased approximately $8.0 million or 22.4%
from $35.5 million in 1994 to $43.5 million in 1995. Of the increase,
approximately $4.7 million was due to revenues of companies acquired from
December 1994 through August 1995, as well as the full year effect in 1995 of
companies acquired in 1994. Approximately $3.3 million of the increase was
contributed by existing operations as a result of an increase in business from
corporate travel customers, business travel arrangers, special event business,
and the implementation in mid-1995 of charges to licensees for central
reservation and billing services.

Cost of Revenue. Cost of revenue increased approximately $4.9 million or
20.0% from $25.0 million in 1994 to $29.9 million in 1995. The increase was
primarily attributable to higher operating costs due to increased business
levels and to operating costs related to acquired companies. Cost of revenue
decreased as a percentage of revenue, net from 70.2% in 1994 to 68.9% in 1995
as a result of increased utilization of the Company's operating resources and
the implementation, in mid-1995, of charges to licensees for central
reservation and billing services which did not result in a corresponding
increase in cost.

Selling, General and Administrative Expense. Selling, general and
administrative expenses increased approximately $2.9 million or 30.9% from
$9.5 million in 1994 to $12.4 million in 1995. This increase was largely due
to higher costs associated with additional personnel, increased marketing and
promotional expense, and the increase in the amortization of intangibles
recorded as a result of acquisitions. Selling, general and administrative
expenses increased as a percentage of revenue, net from 26.7% in 1994 to 28.6%
in 1995 as a result of relatively higher levels of administrative costs in
existing operations and additional expenses related to companies acquired late
in 1995 whose operations were not consolidated with the Company's operations
until 1996.

Interest Expense. Interest expense increased approximately $334,000 or 24.8%
from approximately $1.4 million in 1994 to $1.7 million in 1995. This increase
was due to net increases in debt in 1995 to fund acquisitions. Interest
expense as a percentage of revenue, net increased slightly from 3.8% in 1994
to 3.9% in 1995.

Provision for Income Taxes. The provision for income taxes was nominal in
1994 and in 1995.

Net Loss. As a result of the foregoing, the Company had a net loss of
approximately $195,000 in 1995 compared to a net loss of approximately
$129,000 in 1994.

18
<PAGE>

QUARTERLY RESULTS

The following table presents unaudited quarterly financial information for
1995, 1996 and the first two quarters of 1997. This information has been
prepared by the Company on a basis consistent with the Company's audited
financial statements and includes all adjustments (consisting only of normal
recurring adjustments) which management considers necessary for a fair
presentation of the results for such quarters.

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------------------------------------------
1995 1996 1997
----------------------------------- ---------------------------------- ----------------
FEB. MAY AUG. NOV. FEB. MAY AUG. NOV. FEB. MAY
28 31 31 30 29 31 31 30 28 31
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue, net............ $8,333 $10,320 $10,235 $14,596 $11,558 $15,043 $14,575 $18,330 $14,141 $16,731
Gross profit............ 2,647 3,113 2,980 4,800 3,654 4,835 4,737 5,841 4,385 5,349
Operating income
(loss)................. (101) 235 (216) 1,204 293 1,037 987 1,673 566 1,293
<CAPTION>
QUARTER ENDED
-----------------------------------------------------------------------------------------
1995 1996 1997
----------------------------------- ---------------------------------- ----------------
FEB. MAY AUG. NOV. FEB. MAY AUG. NOV. FEB. MAY
28 31 31 30 29 31 31 30 28 31
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue, net............ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit............ 31.8 30.2 29.1 32.9 31.6 32.1 32.5 31.9 31.0 32.0
Operating income
(loss)................. (1.3)% 2.2% (2.1)% 8.2% 2.5% 6.8% 6.7% 9.1% 4.0% 7.7%
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of funding previously had been cash flow from
operations, proceeds from the bulk sale of independent operator notes,
commercial bank credit facilities, notes issued by the Company to sellers of
acquired chauffeured vehicle service companies and, to a lesser extent, the
sale of vehicles obtained from acquired companies. For the period from
December 1, 1993 through May 31, 1997, the Company generated $9.4 million in
cash from operating activities, had aggregate borrowings to fund acquisitions
of $6.5 million and had proceeds from bulk sales of notes from independent
operators of approximately $2.6 million. The Company anticipates that in
addition to the net proceeds from the IPO, cash flow from operations and
borrowings under credit facilities will be its principal sources of funding.
The Company has discontinued its practice of selling notes received from
independent operators.

The Company's principal uses of cash have been, and will continue to be, the
funding of acquisitions, repayment of debt, and investment in both its
centralized reservation facility and its automated operation and information
systems.

Net cash provided by operating activities increased from approximately
$895,000 in the 1996 Period to approximately $1.4 million in the 1997 Period.
Net cash provided by operating activities increased by $1.9 million, from $2.7
million in 1995 to $4.6 million in 1996, primarily as a result of an increase
in operating income, as adjusted for depreciation and amortization of fixed
assets, franchise rights and goodwill from acquired operations. Net cash
provided by operating activities increased by approximately $2.0 million, from
approximately $701,000 in 1994 to $2.7 million in 1995, primarily as a result
of the timing of payments to independent operators and as a result of its
acquisition activities and internal growth. Cash and cash equivalents
decreased $1.0 million to $1.7 million at May 31, 1997 from $2.8 million at
November 30, 1996. The overall net decrease in cash and cash equivalents
during the 1997 Period related primarily to acquisitions, repayment of
principal of debt and payment of costs associated with the IPO.

19
<PAGE>

Cash used in investing activities decreased by $1.3 million, from $1.5
million in the 1996 Period to $242,000 in the 1997 Period. Cash was used in
the 1996 Period to acquire operations in London, whereas relatively little
acquisition activity occurred in the 1997 Period. Cash used in investing
activities decreased by $2.1 million, from $4.1 million in 1995 to $2.0
million in 1996. Cash was used in investing activities in 1995 and 1996
primarily for the acquisition of chauffeured vehicle service companies. In
1994, relatively little acquisition activity occurred and cash for investment
purposes of approximately $388,000 was used primarily for capital
expenditures. In all periods, funds used for acquisitions and capital
expenditures were offset in part by proceeds from the sale of fixed assets,
primarily vehicles acquired in connection with the purchase of chauffeured
vehicle service businesses.

Cash provided by financing activities was approximately $350,000 in the 1996
Period compared to cash used in financing activities of $2.2 million in the
1997 Period, primarily as a result of the net payment of notes payable during
the 1997 Period. Cash provided by financing activities was $1.4 million in
1995, compared to cash used in financing activities of $1.2 million in 1996,
primarily as a result of net repayment of notes payable in 1996. Cash used in
financing activities was $1.3 million in 1994, primarily as a result of
repaying notes payable.

In connection with the IPO, the Company issued a total of 3,335,000 shares
of Common Stock and received proceeds, net of underwriters' discounts and
commissions and offering costs, of $30.7 million. The Company closed the sale
of 2,900,000 of such shares of Common Stock on June 2, 1997 and, after the
underwriters exercised their over-allotment option, the Company closed the
sale of 435,000 of such shares of Common Stock on June 6, 1997. The Company
utilized the net proceeds from the IPO to repay principal on indebtedness of
$7.1 million and to partially fund the Recapitalization by repaying principal
on indebtedness of approximately $912,000 and redeeming preferred stock for
$1.0 million. Additionally, the Company acquired Manhattan Limousine on June
2, 1997 and paid from the IPO proceeds $11.8 million to the sellers of
Manhattan Limousine and $3.5 million to repay principal on indebtedness of
Manhattan Limousine. Of the remaining net proceeds, $2.1 million has been used
to complete the Recapitalization of the Company and the balance of $4.3
million will be used for acquisitions and other general corporate purposes,
including working capital.

At May 31, 1997, the Company had borrowings, including notes payable to
sellers of chauffeured vehicle service companies, in the amount of $14.4
million. Of the $14.4 million, approximately $8.0 million was repaid on June
2, 1997 from the net proceeds of the IPO, as more fully discussed in the
preceding paragraph. As part of the Recapitalization, which was implemented on
June 2, 1997, a further $4.9 million of the debt was converted to Common Stock
of the Company. The remaining debt of the Company at May 31, 1997, after such
repayments and conversions, amounted to $1.5 million, approximately $468,000
of which is to be repaid over the next 12 months.

The Company has entered into a credit facility with Fleet Bank, N.A., Banco
Popular de Puerto Rico and George Mason Bank consisting of a secured revolving
line of credit and subsequent term loan of $25.0 million. The facility, which
may be used for acquisitions and working capital, is collateralized by the
assets of the Company and its domestic operating subsidiaries. Loans made
under the revolving line of credit bear interest at the Company's option of
either the bank's prime lending rate or 2.0% above the LIBOR rate. Commitment
fees equal to 0.375% per annum are payable on the unused portion of the
revolving line of credit. On the second anniversary of the credit facility,
outstanding balances under the credit facility will convert into a five-year
term loan, which will bear interest either at a fixed rate (subject to
availability) or at a variable LIBOR or prime rate determined based on the
Company's earnings. The credit facility (i) will prohibit the payment of
dividends by the Company, (ii) generally will not permit the Company to incur
or assume other indebtedness that is not subordinated to the participating
banks and (iii) will require the Company to comply with certain financial
covenants.

While there can be no assurance, management believes that cash flow from
operations, the remaining net proceeds from the IPO and funds from the credit
facility will be adequate to meet the Company's capital requirements for the
next 12 months, depending on the methods of financing and size of potential
acquisitions. While the Company historically has financed acquisitions
primarily with cash, it may seek to finance future acquisitions by using
common stock for a portion or all of the consideration to be paid.

20
<PAGE>

IMPACT OF INFLATION AND FOREIGN CURRENCY FLUCTUATIONS

The Company does not believe that inflation and foreign currency fluctuation
has had, or will have, a material impact on the financial position and results
of operation.

21
<PAGE>

BUSINESS

Carey International, Inc. is one of the world's largest chauffeured vehicle
service companies, providing services through a worldwide network of owned and
operated companies, licensees and affiliates serving 420 cities in 65
countries. The "Carey" brand name has represented quality chauffeured vehicle
services since the 1920s. The Company owns and operates its service providers
in New York, San Francisco, Los Angeles, London, Washington D.C., South
Florida and Philadelphia. In addition, the Company generates revenues from
licensing the "Carey" name and providing central reservation, billing and
sales and marketing services to its licensees. The Company's worldwide network
also includes affiliates in locations in which the Company has neither owned
and operated companies nor licensees. Over the past five years, the Company
has invested significant capital in developing its reservation, central
billing and worldwide service infrastructure. By leveraging its current
infrastructure and position as a market leader, the Company intends to
consolidate the highly fragmented chauffeured vehicle service industry through
the acquisition of: (i) current Carey licensees, (ii) additional companies in
markets in which the Company already owns and operates a chauffeured vehicle
service company, and (iii) companies in other strategic markets in North
America, Europe and the Pacific rim of Asia.

The Carey network utilizes chauffeured sedans, limousines, vans and
minibuses to provide services for airport pick-ups and drop-offs, inter-office
transfers, business and association meetings, conventions, roadshows,
promotional tours, special events, incentive travel and leisure travel.
Businesses and business travelers utilize the Company's services primarily as
a management tool, to achieve more efficient use of time and other resources.

Carey's worldwide network of chauffeured vehicle service companies allows it
to provide services with consistently high quality to its customers in
virtually every major city in the expanding global travel market. The network
is linked to over 300,000 reservation terminals in travel agencies, corporate
travel departments and government agencies by the Carey International
Reservation System (the "CIRS"), the chauffeured vehicle service industry's
most extensive centralized global reservation system.

MARKET OVERVIEW

The Company estimates that the United States chauffeured vehicle service
industry generated revenues of approximately $3.9 billion in 1996, and has
undergone steady growth in recent years, with revenues increasing at a
compound annual growth rate of 10.9% between 1990 and 1996. The industry is
highly fragmented, with approximately 9,000 companies utilizing over 100,000
vehicles. The Company believes that during 1996 no chauffeured vehicle service
company accounted for more than 2% of total United States industry revenues.
The Company also believes that similar fragmentation exists in the chauffeured
vehicle service industry outside the United States.

The chauffeured vehicle service industry serves businesses in virtually all
industrial and financial sectors of the economy. The Company believes that
business customers are becoming increasingly sophisticated in their use of
ground vehicle services and are demanding a broader array of "meet-and-greet"
and other services, as well as business amenities such as cellular phones.
Although there are other forms of transportation that compete with chauffeured
vehicles, such as buses, jitney services, taxis, radio cars and rental cars,
the Company believes that none of those forms of transportation provides the
quality, dependability and value-added services of chauffeur-driven vehicles.
The Company also believes that businesses place a premium on service providers
that are able to coordinate the travel itinerary of each member of a large
group over many locations with a single reservation and billing system.

22
<PAGE>

BUSINESS STRATEGY

The Company's objective is to increase its profitability and its market
share in the chauffeured vehicle service industry by implementing the
following growth strategies:

Expand through Acquisitions. Carey believes that there are significant
opportunities to acquire additional chauffeured vehicle service companies
that would benefit from the capital and management resources that the
Company can provide. Carey intends to acquire current Carey licensees, as
well as additional chauffeured vehicle service companies both in markets in
which the Company already owns and operates such a company and in other
strategic regions in North America, Europe and the Pacific rim of Asia.
Carey believes it has a competitive advantage in acquiring licensees
because of a right of first refusal contained in the substantial majority
of its domestic license agreements. The Company has successfully begun to
implement its acquisition strategy, having acquired 16 chauffeured vehicle
service companies since November 1991. In June 1997, the Company acquired
Manhattan Limousine, one of the largest chauffeured vehicle service
companies in the New York metropolitan area and the operator of the
Manhattan International Limousine Network.

Convert Salaried Chauffeurs to Independent Operators. The Company
believes that it can improve its profitability by continuing to convert
salaried chauffeurs to independent operators in businesses acquired by
Carey. The objective of Carey's independent operator strategy is to instill
in each chauffeur the sense of purpose, responsibility and dedication
characteristic of an independent business owner, thereby increasing the
profitability of the chauffeur and the Company. Carey's independent
operator program allows the Company to reduce its labor and capital costs,
convert fixed costs to variable costs and generate revenues from fees paid
by independent operators.

ACQUISITION STRATEGY

Carey believes that there are significant opportunities to acquire
additional chauffeured vehicle service companies as a result of: (i) the
highly fragmented and increasingly global nature of the industry, (ii)
industry participants' capital requirements and desire for liquidity, and
(iii) the pressures of increasing competition. The Company intends to continue
to pursue its acquisition program in order to strengthen its position in its
existing markets and to acquire operations in new markets.

Carey intends to pursue acquisitions that will allow the Company to own and
operate chauffeured vehicle service companies in new geographic markets. The
Company currently owns and operates chauffeured vehicle

23
<PAGE>

service companies in six of the largest United States travel markets and in
London, the largest European travel market, and will seek to acquire Carey
licensees in other significant travel markets in North America, Europe, and
the Pacific rim of Asia. The Company believes that its ability to acquire its
licensees will be enhanced by a right of first refusal that is contained in a
substantial majority of its domestic license agreements and the limited terms
of most of its international license agreements. The Company's preference is
to retain key management, operating and sales personnel of an acquired company
in a new market in order to maintain continuity of operations and customer
service.

The Company believes that it has a market share of less than 10% in each of
the markets in which it owns and operates a chauffeured vehicle service
company, and that there is significant potential for it to expand its business
in such markets through acquisitions. When justified by the size of an
existing market acquisition, the Company expects to retain key management and
sales personnel of the acquired company and to seek to improve that company's
profitability through implementation of the Company's operating strategies. In
most instances, acquired operations can be integrated into the Company's
existing operations in a market, resulting in elimination of duplicative
overhead and operating costs.

The Company believes that there are significant advantages to consolidating
the chauffeured vehicle service industry. Carey believes it can increase
revenues of acquired companies by marketing the worldwide services of its
network to customers of such companies, and by increasing the productivity of
chauffeurs at the acquired companies through the implementation of training
and quality assurance programs. Moreover, Carey believes that cost savings can
be achieved following acquisitions through (i) the consolidation of certain
administrative functions and increased use of automation, (ii) the elimination
of redundant facilities, equipment and personnel and (iii) the conversion of
salaried chauffeurs driving company-owned vehicles into independent operators
driving their own vehicles.

Carey has successfully begun its acquisition strategy, having acquired 16
chauffeured vehicle service companies since November 1991. The following table
lists the date of acquisition, location of each such chauffeured vehicle
service company and whether the acquired company was a licensee or affiliate
of the Company or other chauffeured vehicle service company:

ACQUISITION HISTORY
NOVEMBER 1991--PRESENT

<TABLE>
<CAPTION>
DATE LOCATION ACQUIRED COMPANY
---- -------- ----------------
<S> <C> <C>
November 1991................... Washington, DC Other
September 1992.................. Los Angeles, CA Other
August 1993..................... Wilmington, DE Licensee
September 1993.................. West Palm Beach, FL Licensee
November 1993................... New York, NY Other
June 1994....................... Washington, DC Other
June 1994....................... Los Angeles, CA Other
December 1994................... Boca Raton, FL Other
January 1995.................... San Francisco, CA Licensee
April 1995...................... Washington, DC Other
April 1995...................... Ft. Lauderdale/Miami, FL Licensee
May 1995........................ San Francisco, CA Other
August 1995..................... San Francisco, CA Other
August 1995..................... Boca Raton, FL Other
February 1996................... London, England Affiliate(/1/)
June 1997....................... New York, NY Other
</TABLE>

- --------
(1) Prior to the acquisition, the Company had no licensee in London.

24
<PAGE>

The Company has analyzed significant data on the chauffeured vehicle service
industry and individual businesses within that industry and believes that it
is well positioned to further implement its acquisition program. The Company
believes that management's lengthy tenure with the Company, extensive
experience in the chauffeured vehicle service industry and relationships with
acquisition candidates provide the Company with significant knowledge that
will assist the Company in its attempts to acquire licensees of the Company
and other chauffeured vehicle service companies. The Company regularly reviews
various strategic acquisition opportunities and periodically engages in
discussions regarding such possible acquisitions. As the result of this review
process, negotiations and acquisition agreements may occur from time to time
if appropriate opportunities arise.

The acquisition of Manhattan Limousine has solidified the Company's presence
in the New York metropolitan area and diversified its customer base. The
Company has benefitted from Manhattan Limousine's contracts with many New
York-based participants in the airline and hotel industries, including
airlines such as Virgin Atlantic Airways and Aer Lingus, and hotels such as
the Plaza Hotel and the Mark Hotel. Typically these arrangements are
terminable by the airline or hotel upon 30 days' notice. During its fiscal
year ended September 30, 1996, approximately 18.0% of Manhattan Limousine's
revenues were derived from services performed for Virgin Atlantic Airways.
While the Company has begun to consolidate certain administrative operations
of Manhattan Limousine with its own and to eliminate redundant facilities,
equipment and personnel, Manhattan Limousine otherwise will retain its
separate identity until June 1998, if not later.

Manhattan Limousine historically provided services solely through
independent operators rather than salaried chauffeurs. As a result, subsequent
to the acquisition, Carey has not been able to realize the benefits of
converting salaried chauffeurs into independent operators. See "--Independent
Operators." As a result of the acquisition, Carey assumed Manhattan
Limousine's network of approximately 300 affiliates from which Manhattan
Limousine received fees for referred business. A significant majority of these
affiliates are located in cities in which the Company already has affiliates,
and in some cities the companies share common affiliates already were Carey
affiliates as well.

As consideration for future acquisitions, the Company intends to use various
combinations of shares of Common Stock, cash and notes. Some or all of any
shares of Common Stock issued in connection with acquisitions may be
registered under the Securities Act.

SERVICE PROVIDER NETWORK

Carey's international network of owned and operated chauffeured vehicle
service companies, licensees and affiliates, serving 420 cities in 65
countries, enables it to provide its customers chauffeured vehicles in
virtually every significant travel market throughout the world. Carey believes
that its network is the most extensive in the industry, and intends to expand
the network by adding qualified licensees and affiliates in locations
justifying new or expanded service. The Company believes that the trend toward
globalization is opening more cities for business and personal travel around
the world. The Company monitors and evaluates cities in which a demand for
chauffeured vehicle services may warrant a "Carey" presence.

The Company's network provides chauffeured vehicle services for airport
pickups and drop-offs, inter-office transfers, business and association
meetings, conventions, road shows, promotional tours, special events,
incentive travel and leisure travel. Of these activities, the Company derived
approximately 9.3% of its 1996 pro forma revenues from hotel contracts,
approximately 8.3% from financial services customers and approximately 5.1%
from contracts with airlines. The Company also offers its clients travel and
tour planning services, "meet-and-greet" services, destination management
services, group movement coordination services, direct and central billing in
U.S. dollars, and access to the Company's 24-hour worldwide computerized
reservation system, the CIRS.

25
<PAGE>

The Company's fleet in its owned and operated locations contains four types
of vehicles consisting of chauffeured sedans, limousines, vans and minibuses,
some of which can carry up to 30 persons. In addition, the Company
subcontracts from time to time for buses that can carry a greater number of
passengers. The fleets of the Company's licensees and affiliates in larger
markets are similar to the Company's fleet, and in smaller markets generally
consist of only chauffeured sedans and limousines. All vehicles are driven by
uniformed professional chauffeurs, most of whom own the vehicles that they
drive. Each such chauffeur drives a clean, late model vehicle with amenities
important to the business traveler, such as cellular telephones and daily
newspapers.

Owned and Operated Companies. The Company owns and operates chauffeured
vehicle service companies in New York, San Francisco, Los Angeles, London,
Washington, D.C., South Florida and Philadelphia. Revenue provided by these
companies represented approximately 74.7% of the Company's revenue, net in
fiscal 1995 and 73.6% in fiscal 1996.

Licensees. The Company has 38 licensees serving 106 cities in the United
States and 24 licensees serving 105 cities outside the United States, all of
which operate under the Carey name. Revenue, net provided by the Company's
licensees represented approximately 19.0% and 18.8% of the Company's revenue,
net in fiscal 1995 and 1996, respectively.

The domestic license fee ranges from $15,000 to $75,000, depending upon the
size of the market. The sum of the continuing fees paid by the domestic
licensee varies, but annually is generally less than 10% of its revenues or,
in some cases, less than 10% of an excess above a specified base.
Substantially all candidates appointed as domestic licensees have been in
business for at least 10 years prior to the grant of a license. The term of a
domestic license agreement entered into prior to January 1, 1996 is perpetual
and subsequent to January 1, 1996 is 10 years.

International licensees historically have not paid annual license fees;
rather, they have paid a commission on business referred to them. The term of
an international license agreement usually is from year to year, although in a
few cases it is perpetual.

Under the domestic license agreement, the Company provides the licensee with
(i) the right to use the "Carey" name, (ii) participation in the CIRS, (iii)
various consulting services, (iv) identification in various travel
directories, (v) access to bulk purchasing arrangements for automobiles, parts
and maintenance materials and (vi) national sales and marketing services. In
the event of a proposed transfer of a license or a licensee, the Company has
the right to approve the transferee. In addition, for most license agreements
executed prior to January 1, 1996 and all license agreements executed on or
after January 1, 1996, Carey retains a right of first refusal by which it may
acquire any license or licensee upon the same terms as the license or licensee
is proposed to be sold.

Typically, a licensee candidate acts as an affiliate before being selected
as a licensee. Licensees operate according to strict service guidelines
specified by the Company and market the Carey name in conjunction with the
Company's overall marketing program. The Company conducts ongoing quality
assurance programs and annual audits of licensees to insure that the licensees
have met the high service standards set forth by the Company. The Company has
the right to terminate any license if the licensee fails to comply with such
standards.

Affiliates. The Company utilizes affiliates to provide services to its
clients in cities where the Company does not have Company-owned operations or
licensees. Affiliates are not licensed to use the Carey name and do not pay
license fees to the Company, but must meet the Company's quality standards in
order to receive referred business. Pursuant to oral agreements between the
Company and its affiliates, the Company is entitled to receive a commission of
15% of net vehicle revenues for all referred business. The Company's
affiliates are located in 121 cities in the United States and 67 cities
outside the United States. Revenue, net provided by the Company's affiliates
represented approximately 2.5% and 2.0% of the Company's revenue, net in
fiscal 1995 and 1996, respectively.

<PAGE>

CAREY INTERNATIONAL RESERVATION SYSTEM (CIRS)

The hub of the Company's network of service providers is the CIRS, the Carey
International Reservation System. The CIRS is operated on a 24-hour basis by
Carey's central reservation department, which processes reservations through
the Company's proprietary computer system. The central reservation department
receives reservations through the Company's toll free "800" telephone number
(800-336-4646), by fax or telex, or through one of the six major airline
reservation systems, SABRE, APOLLO, WORLDSPAN, GALILEO, BABS and SITA. These
airline systems allow travel agencies, corporate travel departments and
government offices to access the CIRS through over 300,000 reservation
terminals worldwide. The Company bills a licensee or affiliate for each
reservation referred to the licensee or affiliate through the CIRS.

The CIRS can be accessed for up-to-date tariffs both in dollars and in
foreign currency for 420 cities throughout the world. Through the CIRS, the
Company's reservation and customer service personnel have instant access to
all rates, services offered, types of vehicles available and special airport
greeting capabilities in each individual city. Individual customer profiles
are maintained, including vehicle and chauffeur preferences, frequent pick-up
points, addresses and directions, billing requirements and account status.

The CIRS is used to make arrangements for a broad range of business and
consumer applications such as transportation to and from airports, association
and industry meetings and functions, road shows, transportation related to
incentive travel, board of directors meetings and sight seeing tours. Special
customer service facilities are available with direct phone lines, including a
special service desk, executive VIP desk, international tour desk, special
event desk and road show desk.

The CIRS utilizes client/server architecture and proprietary software
developed over a five-year period which allows constant input into a complex
international network linking more than 65 countries. A primary strength of
the CIRS is the reliability of its reporting and control systems which verify
all reservations for complete information, customer service requirements and
accounting authorizations. The CIRS also contains customer invoicing programs
to allow central billing directly through the system for all services used
worldwide. In addition, the system's ability to track reservations allows more
accurate and detailed analyses for marketing purposes.

In 1992, the Company began leasing its reservation and operating systems to
its licensees. These systems create a basis for certain licensees to have
direct access to the CIRS and provide them with the ability to book local
reservations, dispatch vehicles and account for chauffeured vehicle services.

MARKETING, SALES AND CUSTOMER SERVICE

The Company believes that "Carey," a registered service mark, is a highly
recognized name in the chauffeured vehicle service and travel industries
worldwide. The Company intends to continue to expand recognition of the
"Carey" name through its marketing and promotional efforts. Carey has
developed an extensive marketing program directed at both the travel arranger
and the end user of chauffeured vehicle services. The program consists of
directory listings, advertising, direct mail, public relations, cooperative
promotional and joint marketing programs, attendance at and sponsorship of
travel-related conventions and workshops, and direct selling. The direct sales
force serving the Company and its licensees currently consists of
approximately 20 professionals.

Carey is listed in approximately 95 travel directories which are used by
travel arrangers to obtain information on travel related services. Advertising
targeted at travel arrangers is placed in over 35 trade journals including
Business Travel Executive, Travel Weekly, Travel Trade and Business Travel
News. In addition, the Company advertises extensively in magazines and
newspapers, consumer association books, hotel room information books and the
Yellow Pages, and on radio and television in selected markets.

The Company's continuing direct mail program is targeted at both the travel
arranger and the end user. The program distributes approximately two million
promotional pieces annually. Most major travel arrangers receive at least six
direct mail pieces per year which include announcements of new services, news
on service providers

27
<PAGE>

and reservation programs, the Carey Newsletter and listings of rates. End
users and arrangers receive promotional pieces on Carey when they are billed
for the Company's services.

The Company's marketing program seeks to build upon brand name acceptance,
customer loyalty, service know-how, technology and strategic market
relationships with other market leaders in the travel and tourism industry,
such as airlines, travel agencies, credit card companies and central
reservation systems. The Company's sales force calls on thousands of accounts
annually and participates in trade shows, seminars and association meetings.
The Company also is involved in promotional and cooperative agreements with
American Express Platinum Card and Gold Card, Diner's Club "Club Chauffeur"
program, British Airways, Air France and various cruise lines.

The Company believes that the retention and expansion of existing business
is as important as new sales. Carey has established a base of loyal customers
in part by monitoring the standard of service through its quality assurance
and customer service programs. To assure that the Company continues to provide
consistently high quality and reliable service, Carey operates a five-part
quality assurance program. The Company's quality assurance program utilizes
survey cards that are sent to customers and travel arrangers. Approximately
90% of the quality assurance cards returned to Carey during the twelve-month
period ended November 30, 1996 rated the Company's reservation services,
chauffeurs and vehicles as "excellent." Carey's quality assurance program
includes evaluations performed by an independent consultant to measure the
quality of chauffeur services, the appearance of chauffeurs and vehicles, and
the availability of other amenities, such as cellular phones and daily
newspapers.

INDEPENDENT OPERATORS

An important component of Carey's strategy involves the preferred use of
independent operators instead of salaried chauffeurs operating Company-owned
vehicles. An independent operator takes responsibility for owning, operating
and maintaining his or her own vehicle. The Company believes that acting as an
independent operator creates incentives for the chauffeur to become more
productive, efficient and service-oriented, thereby increasing the
profitability of the chauffeur and the Company. The objective of the Company's
independent operator strategy is to instill in each chauffeur the sense of
purpose, responsibility and dedication characteristic of an independent
business owner.

The use of independent operators allows the Company to reduce its labor and
capital costs, convert fixed costs to variable costs and generate revenues
from fees paid by independent operators. Because of the greater responsibility
borne by independent operators, the Company is able to allocate fewer
resources to oversee its vehicle operations. As a result, the Company can
focus to a greater extent on support services, business development,
administration, billing, quality assurance, and sales and marketing.

Each independent operator enters into an agreement with the Company to
provide prompt and courteous service to the Company's customers with a
properly maintained, late model vehicle consistent with the Company's
standards. The cost of a new vehicle ranges from $35,000 to $65,000, depending
upon whether it is a sedan or a limousine and the features included in the
vehicle. Each new independent operator agrees to pay an initial fee to the
Company, acquires his or her vehicle and pays all of the maintenance and
operating expenses of such vehicle, including gasoline.

Prior to December 1996, the Company's typical agreement with an independent
operator had a term of 10 years and provided for a fee ranging from $30,000 to
$45,000 (depending on the local market) that was financed by the Company at an
annual interest rate of 8% to 12%. The notes evidencing such financing
generally were sold by the Company to third parties. Since December 1996, the
independent operator agreements entered into by the Company generally have
provided for, and the Company intends that future agreements will provide for,
a term of 15 years, fees of $45,000 to $60,000 and an interest rate of 14% per
year. In certain markets, such as New York, the Company may provide longer
terms and higher fees in its independent operator agreements. Currently, the
Company does not intend to continue its former practice of selling to third
parties notes evidencing independent operator financing. To date, the Company
has not incurred any material losses as a result of defaults under such notes,
and any potential future losses will be mitigated from an accounting
perspective because of the Company's policy of deferral of revenue recognition
in connection with independent operator fees.

28
<PAGE>

The independent operator agreement provides that the Company will bill and
collect all revenues (as defined in the agreement) and remit to the
independent operator 60% to 65% of such revenues. In this arrangement, the
Company assumes the risk of collecting from each customer and generally pays
the independent operator his or her share regardless of whether the Company is
paid by the customer. An independent operator's failure to meet the high
standards of service associated with the Carey name constitutes a breach of
the agreement and gives rise to a right of the Company to terminate the
agreement.

Independent operators also generally require financing to purchase their
vehicles. Typically, independent operators have utilized banks, vehicle
financing companies or CLI Fleet, Inc. ("CLI Fleet"), a finance company that
specializes in providing financing to the chauffeured vehicle service
industry. See "Certain Transactions." On occasion, the Company has provided
secured vehicle financing to independent operators with repayment terms of
three to five years.

CUSTOMERS

The Company's customer list exceeds 75,000 individuals and organizations
that are dispersed across many different industries and geographic locations.
No client accounted for more than 5% of the Company's revenue, net in 1996.
The Company's major clients include companies in the finance, travel and
related services, manufacturing, pharmaceutical, airline, insurance,
publishing, oil and gas exploration, entertainment, tobacco, and food and
beverage industries.

COMPETITION

The chauffeured vehicle service industry is highly competitive and
fragmented, with few significant national participants operating a multi-city
reservation system. Each local market usually contains numerous local
participants as well as a few companies offering regional and national
service. Chauffeured vehicle service providers compete primarily on the basis
of price, quality, scope of service and dependability. The Company also
competes with service providers offering alternative modes of transportation,
such as buses, jitney services, taxis, radio cars and rental cars. The Company
believes that its high quality of service and dependability have allowed the
Company to compete effectively in its markets. Carey competes both for
customers and for possible acquisitions. The Company expects its business to
become more competitive as existing competitors expand and additional
companies enter the industry. Certain of the Company's existing competitors
have, and any new competitors that enter the industry may have, access to
significantly greater financial resources than the Company.

GOVERNMENT REGULATION

The Company's chauffeured vehicle service operations are subject to various
state and local regulations and, in many instances, require permits and
licenses from state and local authorities. In addition, the Company is
regulated by the Federal Highway Administration with respect to, among other
things, minimum vehicular insurance requirements. The Company believes that it
has all required permits and licenses to conduct its operations and that it is
in substantial compliance with applicable regulatory requirements relating to
its operations.

The Company is subject to federal and state laws, rules and regulations
governing the offer and sale of franchises. A number of states have enacted
laws that require detailed disclosure in the offer and sale of franchises
and/or the registration of the franchisor with state administrative agencies.
The Company is also subject to Federal Trade Commission regulations relating
to disclosure requirements in the sale of franchises. Certain states have
enacted, and others may enact, legislation governing certain aspects of the
franchise relationship and limiting the ability of the franchisor to terminate
or refuse to renew a franchise. The law applicable to franchise sales and
relationships is rapidly developing, and the Company is unable to predict the
effect on its franchise system of additional requirements or restrictions that
may be enacted or promulgated or of court decisions that may be adverse to
franchisors. Due to the scope of the Company's business, and the complexity of
franchise regulation, compliance problems may be encountered from time to
time.

29
<PAGE>

INSURANCE

The Company is subject to accident claims as a result of the normal
operation of its fleet of vehicles, which claims and the defense thereof
generally are covered by insurance. The Company purchases automobile
liability, automobile collision and comprehensive damage, general liability,
comprehensive property damage, workers' compensation and other insurance
coverages that management considers adequate for the protection of the
Company's assets and operations, although there can be no assurance that the
coverages and limits of such policies will be adequate. The Company's standard
license agreement requires that its licensees purchase similar types of
insurance and name the Company as a named insured in such insurance policies.
A successful claim against the Company beyond the scope of its or its
licensees' insurance coverage or in excess of its or its licensees' limits
could have a material adverse effect on the Company's business, financial
condition and results of operations.

FACILITIES

The Company owns facilities in Alexandria, Virginia and Long Island City,
New York used by owned and operated chauffeured vehicle service companies
providing services in the Washington, D.C. and New York metropolitan areas,
respectively. The Company leases its corporate headquarters in Washington,
D.C. and also leases six administrative and/or operating facilities in
California, New York, Pennsylvania, Florida and London. Management believes
that the Company's facilities are adequate for its present needs and that
suitable additional or replacement space will be available as required.

EMPLOYEES AND INDEPENDENT OPERATORS

As of June 30, 1997, the Company had approximately 325 full-time employees
(approximately 43 of whom were chauffeurs) and approximately 109 part-time
employees (approximately 72 of whom were chauffeurs). As of June 30, 1997, the
Company also had agreements with approximately 452 independent operators. The
Company is not a party to any collective bargaining agreement.

INTELLECTUAL PROPERTY

The Company is the registered owner of two United States service marks
covering the "Carey" name. The Company believes that customer and travel
arranger recognition of these marks has contributed to its success. The
Company is not affiliated with Carey Transportation, Inc., a company that
provides bus transportation services in the metropolitan New York City area.
Except in this area, the Company believes it has the exclusive right to use
the "Carey" name in connection with transportation services in all locations
in which it either owns and operates a chauffeured vehicle service company or
maintains a licensee.

LEGAL PROCEEDINGS

The Company and certain of its officers and directors were named in a civil
action filed on May 15, 1996 in the United States District Court for the
Eastern District of Pennsylvania (Case No. 96-CV-3702) entitled "Felix v.
Carey International, Inc., et al." The plaintiff's complaint, which purports
to be a class action, alleges that the plaintiff and others similarly situated
suffered monetary damages as a result of misrepresentations by the various
defendants in their use of a surface transportation billing charge (the
"STC"). The STC is billed by Carey to its customers and represents a surcharge
on account of various fees and service costs incurred by it in its provision
of services to such customers. The plaintiff seeks damages in excess of $1.0
million on behalf of the class for each of the counts in the complaint
including fraud, negligent misrepresentation and violations of the Racketeer
Influenced and Corrupt Organizations law of 1970, which permits the recovery
of treble damages and attorneys' fees. The proposed class has received
preliminary certification by the court. The Company filed a motion to dismiss
that was denied, and subsequently has filed an answer denying any liability in
connection with this complaint.

30
<PAGE>

The settlement calls for the Company to deposit up to $950,000 into a
settlement fund for a class consisting of all persons who paid the STC during
the period from May 15, 1992 through March 15, 1997. Following final court
approval of the settlement, the Company will change its disclosure concerning
the STC, and each class member showing proper authentication of a claim shall
be entitled to receive either (i) cash totalling 10% of the STC paid during
the period described above or (ii) a nontransferable credit to be applied
toward future use of the Company's services in an amount equal to 30% of such
STC. This settlement has been agreed to by the plaintiff and plaintiff's
counsel, but there can be no assurance that the court will give final approval
to, or the proposed class will accept, the settlement. The Company is
indemnifying and defending its officers and directors who were named
defendants in the case, subject to conditions imposed by applicable law.

Although the Company does not believe the litigation described above will
have a material adverse effect on its business, financial condition and
results of operations, the defense of the litigation could be expensive and
time-consuming, regardless of the outcome, and, if the proposed settlement is
not approved and accepted, an adverse result in such litigation could have a
material adverse effect on the Company's business, financial condition,
results of operations and cash flows.

The Company is a party to other litigation in the ordinary course of
business. The Company does not anticipate an unfavorable result in any such
litigation or believe that an unfavorable result, if it occurred, would have a
material adverse effect on its business, financial condition and results of
operations.

31
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information pertaining to the
directors and executive officers and the director nominee of the Company. The
director nominee has agreed to become a director of the Company upon the
closing of this offering.

<TABLE>
<CAPTION>
NAME AGE CURRENT POSITION
---- --- ----------------
<S> <C> <C>
Vincent A. Wolfington.......... 57 Chairman of the Board and Chief Executive
Officer
Don R. Dailey.................. 60 President and Director
Guy C. Thomas.................. 59 Executive Vice President--Operations
David H. Haedicke.............. 50 Executive Vice President and Chief
Financial Officer
Richard A. Anderson, Jr........ 51 Senior Vice President
Sally A. Snead................. 37 Senior Vice President--Information Systems
John C. Wintle................. 50 Senior Vice President--Europe
Paul A. Sandt.................. 37 Vice President and Chief Accounting Officer
Devin J. Murphy................ 31 Senior Vice President and Chief Development
Officer
Robert W. Cox.................. 60 Director
William R. Hambrecht........... 61 Director
David McL. Hillman............. 44 Director
Nicholas J. St. George......... 58 Director
</TABLE>

Set forth below is a description of the backgrounds of each of the directors
and executive officers and the director nominee of the Company.

Vincent A. Wolfington, a co-founder of the Company, has served as its
Chairman of the Board of Directors and Chief Executive Officer since 1979. For
over 25 years, Mr. Wolfington has been involved in the limousine industry and
directly associated with the Carey system of licensees and affiliates. Mr.
Wolfington has served as a consultant to the National Academy of Sciences
Transportation Research Board, President of the National Para-transit
Association and a member of the International Limousine Association. Mr.
Wolfington currently is a member of the Executive Committee of the World
Travel and Tourism Council.

Don R. Dailey has been President and a director of the Company, which he co-
founded, since 1979. Mr. Dailey has been directly involved in the limousine
business for over 30 years. Mr. Dailey serves on a number of boards and
committees related to the travel industry, including the National Business
Travel Association, the International Business Travel Associates, the
Association of Corporate Travel Executives, the National Limousine Association
and the International Limousine Association (as its past president and member
of its executive committee).

Guy C. Thomas has served as Executive Vice President--Operations of the
Company since 1987. Mr. Thomas has served on a number of boards and committees
related to the travel industry, including the National Business Travel
Association, the Greater Washington Area Passenger Traffic Association, the
American Society of Association Executives, Meeting Planners International,
the Association of Corporate Travel Executives, the National Limousine
Association and the International Taxicab and Livery Association.

David H. Haedicke has been an Executive Vice President and Chief Financial
Officer of the Company since October 1996. From August 1996 to October 1996,
he was Senior Vice President and Chief Financial Officer of Infotechnology,
Inc., Hadron, Inc. and Comtex Scientific Corporation, an affiliated group of
companies engaged in systems management and software development. From
September 1993 to May 1996, he was Chief Financial Officer of Walcoff &
Associates, Inc., a communications and information management firm. From June
1991 to September 1993, he was Chief Financial Officer and Vice President of
Xsirus, Inc., a high technology research and development company. Mr. Haedicke
also was a partner at Ernst & Young L.L.P. from 1985 to June 1991, and was an
employee at that firm from 1973 to 1985. Mr. Haedicke is a Certified Public
Accountant.

32
<PAGE>

Richard A. Anderson, Jr. has served as a Senior Vice President of the
Company since December 1988. Mr. Anderson also was Chief Operating Officer of
the Company's New York subsidiary, Carey Limousine NY, Inc., from December
1988 until August 1997. Mr. Anderson is Chairman of the New York Taxi and
Limousine Commission's Limousine Advisory Board, a former Board Member of the
Association of Corporate Travel Executives, and a member of the National
Business Travel Association and Meeting Planners International.

Sally A. Snead has served as the Company's Senior Vice President--
Information Systems since June 1993. From January 1987 to June 1993, she was
Executive Vice President and General Manager of Carey Limousine L.A., Inc. She
is a member of Executive Women International, the National Business Travel
Association, the Association of Corporate Travel Executives and the National
Limousine Association.

John C. Wintle has served as the Company's Senior Vice President--Europe
since May 1996 and as Executive Vice President and Managing Director of Carey
U.K. Ltd., a subsidiary of the Company, since March 1996. From 1982 to
February 1996, Mr. Wintle served Savoy Hotel PLC ("Savoy") and its affiliates,
including Camelot Barthropp Ltd. ("Camelot"), in various capacities. From
March 1993 to February 1996, Mr. Wintle was Executive Vice Chairman of
Camelot, which was acquired by Carey U.K. Ltd. in February 1996. Previously,
from 1989 to 1993, Mr. Wintle was General Manager, Restaurant Division, of
several entities affiliated with Savoy. From 1982 to 1989, Mr. Wintle had been
Group Financial Controller at Savoy.

Paul A. Sandt has served as a Vice President and Chief Accounting Officer of
the Company since October 1994. From May 1992 through September 1994, Mr.
Sandt was a staff member with the Securities and Exchange Commission, and from
December 1990 through May 1992, he was Director of Finance of The Kline
Automotive Group. From 1984 through 1990, he was employed by Coopers & Lybrand
L.L.P. Mr. Sandt is a Certified Public Accountant.

Devin J. Murphy has served as a Vice President of the Company since May
1996, and became Senior Vice President and Chief Development Officer in April
1997. Mr. Murphy received a Master's Degree in Business Administration from
Duke University in May 1996. For the six years prior to the commencement of
his MBA program in September 1994, Mr. Murphy held various sales and marketing
positions at companies within the information technology industry. These
companies include Bay Networks, Inc., where Mr. Murphy was Marketing Manager
from January 1993 to August 1994, Motorola Inc., where he was Manager, Major
Accounts from February 1991 to January 1993, and Hewlett-Packard Co. Inc.,
where he was Territory Manager from 1988 to 1991.

Robert W. Cox has served as a director of the Company since 1995. From 1969
until his retirement in 1994, Mr. Cox was a partner in the New York and
Chicago offices of the law firm Baker & McKenzie. From 1984 to 1992, Mr. Cox
was Chairman of the Executive Committee and Managing Partner of the firm, and
from 1993 to 1994, Mr. Cox was Chairman of the Policy Committee. Mr. Cox
currently is a director of Hon Industries, Inc.

William R. Hambrecht has served as a director of the Company since 1995. Mr.
Hambrecht is Chairman of Hambrecht & Quist LLC, an investment banking firm
which he co-founded in 1968. Mr. Hambrecht also serves as a director of Adobe
Systems, Inc.

David McL. Hillman has served as a director of the Company since 1994. Mr.
Hillman is Executive Vice President of PNC Capital Corp. and Executive Vice
President and Director of PNC Equity Management Corp., which he co-founded in
1982. Mr. Hillman is a director of several privately-held companies in
connection with PNC Capital Corp.'s investments in such companies.

Nicholas J. St. George has served as a director of the Company since June
1997. Mr. St. George has been President and Chief Executive Officer of Oakwood
Homes Corporation ("Oakwood"), a manufacturer and retailer of manufactured
homes, since February 1979. Mr. St. George serves as a director of Oakwood,
and also is a director of American Bankers Insurance Group, Inc. and Legg
Mason, Inc.

33
<PAGE>

BOARD OF DIRECTORS

The Company's Board of Directors is divided into three classes with
staggered three-year terms. The initial term of Messrs. Hambrecht and Hillman
expire at the Company's 1998 annual meeting, the initial terms of Messrs. Cox
and St. George expire at the Company's 1999 annual meeting, and the initial
terms of Messrs. Wolfington and Dailey expire at the Company's 2000 annual
meeting. Successors to the directors whose terms expire at each annual meeting
are elected for three-year terms. A director holds office until the annual
meeting for the year in which his term expires and until his successor is
elected and qualified.

Executive Committee. The members of the Executive Committee of the Company's
Board of Directors are Messrs. Wolfington, Cox and Dailey. The Executive
Committee exercises all the powers of the Board of Directors between meetings
of the Board of Directors, except such powers that are reserved to the Board
of Directors by applicable law.

Audit Committee. The members of the Audit Committee of the Company's Board
of Directors are Messrs. Hillman and St. George. The Audit Committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans for and results of
the audit, approves professional services provided by the independent public
accountants, reviews the independence of the independent public accountants,
considers the range of audit and non-audit fees and reviews the adequacy of
the Company's internal accounting controls.

Compensation Committee. The members of the Compensation Committee of the
Company's Board of Directors are Messrs. Cox and St. George. The Compensation
Committee establishes a general compensation policy for the Company and
approves increases in directors' fees and salaries paid to officers and senior
employees of the Company. The Compensation Committee administers the Company's
equity incentive plans and determines, subject to the provisions of the
Company's plans, the directors, officers and employees of the Company eligible
to participate in any of the plans, the extent of such participation and terms
and conditions under which benefits may be vested, received or exercised.

DIRECTOR COMPENSATION

Members of the Board of Directors who also serve as officers of the Company
do not receive compensation for serving on the Board. Each other member of the
Board receives an annual retainer of $15,000 for serving on the Board, plus a
fee of $1,000 for each Board of Directors' meeting attended. In addition, such
directors receive an additional fee of $500 for each committee meeting
attended, except that only one fee is paid in the event that more than one
such meeting is held on a single day. All directors receive reimbursement of
reasonable expenses incurred in attending Board and committee meetings and
otherwise carrying out their duties.

The Company maintains the Stock Plan for Non-Employee Directors (the
"Directors' Plan"). A maximum of 100,000 shares of Common Stock may be
delivered upon the exercise of options granted under the Directors' Plan and
elections to receive shares in lieu of cash compensation. Only directors of
the Company who are not employees of the Company or any of its subsidiaries
(the "Non-Employee Directors") are eligible to participate in the Directors'
Plan. While grants of stock options under the Directors' Plan are automatic
and non-discretionary, all questions of interpretation of the Directors' Plan
are determined by the Board of Directors.

On the date of each annual meeting of stockholders, each Non-Employee
Director continuing in office will be granted an option pursuant to the
Directors' Plan covering 2,500 shares. Any newly elected Non-Employee Director
will be granted an option pursuant to the Directors' Plan covering 5,000
shares on the date of his or her election (whether such election occurs at an
annual meeting or otherwise). The option exercise price for all options
granted under the Directors' Plan is the closing price of a share of the
Common Stock as reported on the Nasdaq National Market on the date the option
is granted. All options granted under the Directors' Plan become fully
exercisable six months after the date of grant. Unless sooner terminated
following the death, disability or termination of service of a director,
options granted under the Directors' Plan will remain exercisable until the

34
<PAGE>

fifth anniversary of the date of grant. In addition, upon certain transactions
involving a change of control or the dissolution or liquidation of the
Company, all options held by Non-Employee Directors will terminate; provided,
however, that for a period of 20 days prior to the effective date of any such
transaction, dissolution or liquidation, all options outstanding under the
Directors' Plan that are not otherwise exercisable shall immediately vest and
become exercisable.

Under the Directors' Plan, a Non-Employee Director may elect to be paid all
or a portion of his or her annual retainer in shares of Common Stock. Any such
election must be made in writing at least 30 days prior to the date the annual
retainer would be paid by the Company. The number of shares to be delivered to
a Non-Employee Director upon such election is determined by dividing the
amount of the annual retainer to be received in shares of Common Stock by the
closing price of a share of Common Stock as reported on the Nasdaq National
Market on the date the annual retainer is to be paid.

The Board of Directors may at any time or times amend the Directors' Plan
for any purpose which at the time may be permitted by law.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table contains a summary of the compensation paid to the Chief
Executive Officer of the Company and the other executive officers whose salary
and bonus for the Company's fiscal year ended November 30, 1996 exceeded
$100,000.

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
-----------------------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION SALARY($) BONUS($) COMPENSATION($) COMPENSATION($)(1)
- ------------------ --------- -------- --------------- ------------------
<S> <C> <C> <C> <C>
Vincent A. Wolfington.... $231,620 -- -- $57,000
Chairman and Chief
Executive Officer
Don R. Dailey............ 205,001 -- -- 57,000
President and Director
Guy C. Thomas............ 115,000 -- $13,020(2) 6,300
Executive Vice
President--Operations
and Chief
Operating Officer
</TABLE>
- --------
(1) Includes with respect to each of Messrs. Wolfington and Dailey $45,000
paid for providing certain personal guarantees on behalf of the Company
and $12,000 in life insurance premiums, and with respect to Mr. Thomas,
$6,300 in life insurance premiums.
(2) Includes a car allowance of $11,820.

35
<PAGE>

OPTIONS TO PURCHASE SHARES OF COMMON STOCK

Messrs. Wolfington, Dailey and Thomas hold options to purchase the following
shares of Common Stock, all of which options currently are exercisable at a
price of approximately $4.65 per share. The aggregate values of the options
are as set forth below, assuming a fair market value of $14.125 per share of
Common Stock, the closing price of the Common Stock on the Nasdaq National
Market on August 28, 1997. The named officers neither were granted nor
exercised options during the fiscal year ended November 30, 1996.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
NAME UNDERLYING OPTIONS VALUE
---- ------------------ ----------
<S> <C> <C>
Vincent A. Wolfington....................... 105,706 $1,001,459
Don R. Dailey............................... 105,706 $1,001,459
Guy C. Thomas............................... 32,018 $ 303,339
</TABLE>

EQUITY INCENTIVE PLANS

The Company currently maintains the 1987 Stock Option Plan (the "1987 Plan")
and the 1992 Stock Option Plan (the "1992 Plan"), both of which provide for
the award of incentive and non-statutory stock options by the Company. The
Company also maintains the 1997 Equity Incentive Plan (the "1997 Plan"), which
provides for the award of up to 650,000 shares of Common Stock in the form of
incentive stock options, non-statutory stock options, stock appreciation
rights, restricted stock, performance stock units and other stock units which
are valued by reference to the value of the Common Stock. The 1987 Plan, 1992
Plan and 1997 Plan are hereinafter referred to collectively as the "Equity
Plans."

As of August 31, 1997, options were outstanding to purchase an aggregate of
865,447 shares of Common Stock under the Equity Plans, and an aggregate of
252,155 shares of Common Stock are authorized but have not yet been granted
under options pursuant to such plans (including 223,500 shares pursuant to the
1997 Plan).

Officers, key employees, non-employee directors of and consultants to the
Company are eligible to participate in the Equity Plans. The Equity Plans are
administered by the Compensation Committee of the Board of Directors. Among
other things, the Compensation Committee determines, subject to the provisions
of said plans, who shall receive awards, the types of awards to be made, and
the terms and conditions of each award. Options that are intended to qualify
as incentive stock options under the Equity Plans may be exercisable for not
more than 10 years after the date the option is awarded and may not be granted
at an exercise price less than the fair market value of the shares of Common
Stock at the time the option is granted (and, in the case of stock options
granted to holders of more than 10% of the Common Stock, may not be granted at
an exercise price less than 110% of the fair market value of the shares of
Common Stock at the time the options are granted). The Compensation Committee
may at any time, including in connection with a change in control of the
Company, accelerate the exercisability of all or any portion of any option
issued under the Equity Plans.

The Compensation Committee may amend, modify or terminate any outstanding
award under the Company's Equity Plans with the participant's consent, except
consent shall not be required if the Compensation Committee determines that
such action will not materially and adversely affect the participant. The
Board may amend, suspend or terminate any of the Equity Plans, or any part of
such plans, at any time, except that no amendment may be made without
stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirement.

INDEMNIFICATION AND LIMITATION OF LIABILITIES OF OFFICERS AND DIRECTORS

As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides for the elimination, subject to certain
conditions, of the personal liability of directors of the Company for monetary
damages for breach of their fiduciary duties. The directors, however, remain
subject to equitable remedies even if their liability for monetary damages is
eliminated. The Company's Certificate of Incorporation

36
<PAGE>

also provides that the Company shall indemnify its directors and officers. In
addition, the Company maintains an indemnification insurance policy covering
all directors and officers of the Company. In general, the Company's
Certificate of Incorporation and the indemnification insurance policy attempt
to provide the maximum protection permitted by Delaware law with respect to
indemnification of directors and officers.

Under the indemnification provisions of the Company's Certificate of
Incorporation and the indemnification insurance policy, the Company will pay
certain amounts incurred by a director or officer in connection with any civil
or criminal action or proceeding, and specifically including actions by or in
the name of the Company (derivative suits), where the individual's involvement
is by reason of the fact that he is or was a director or officer of the
Company. Such amounts include, to the maximum extent permitted by law,
attorney's fees, judgments, civil or criminal fines, settlement amounts, and
other expenses customarily incurred in connection with legal proceedings. A
director or officer will not receive indemnification if he is found not to
have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company.

37
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of July 31, 1997, certain information
with respect to the beneficial ownership of Common Stock for each beneficial
owner of more than 5% of the Company's Common Stock, each director of the
Company, each named executive officer of the Company and all directors and
executive officers as a group. Except as indicated in the footnotes below, the
persons named in this table have sole investment and voting power with respect
to the shares beneficially owned by them.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME OWNED OWNED
- ---- ------------ -------
<S> <C> <C>
Vincent A. Wolfington.................................. 416,227(1) 5.9%
Don R. Dailey.......................................... 415,176(2) 5.9%
Guy C. Thomas.......................................... 94,800(3) 1.4%
Robert W. Cox.......................................... 12,900(4) *
William R. Hambrecht................................... 945,060(5) 13.8%
David McL. Hillman..................................... 616,544(6) 9.0%
Nicholas J. St. George................................. 5,000 *
H&Q London Ventures.................................... 444,093 6.5%
One Bush St.
San Francisco, CA 94104
PNC Capital Corp. ..................................... 616,544(6) 9.0%
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
Yerac Associates, L.P. ................................ 516,018(7) 7.5%
45 Belden Place
San Francisco, CA 94104
All directors and executive officers as a group (13
persons).............................................. 2,556,660(8) 34.8%
</TABLE>
- --------
* Less than 1%.
(1) Includes options to purchase 205,706 shares of Common Stock that currently
are exercisable or may be exercised within 60 days of July 31, 1997. Also
includes 1,182 shares of Common Stock currently held by a company
controlled by Mr. Wolfington. Excludes shares held by Yerac Associates,
L.P. ("Yerac"), a limited partnership of which Mr. Wolfington is a limited
partner, with respect to which shares Mr. Wolfington has no voting or
investment power. Mr. Wolfington's address is c/o Carey International,
Inc., 4530 Wisconsin Avenue, N.W., Washington, D.C. 20016.
(2) Includes options to purchase 205,706 shares of Common Stock that currently
are exercisable or may be exercised within 60 days of July 31, 1997.
Excludes shares held by Yerac Associates, L.P., a limited partnership of
which Mr. Dailey is a limited partner,with respect to which shares Mr.
Dailey has no voting or investment power. Mr. Dailey's address is c/o
Carey International, Inc., 4530 Wisconsin Avenue, N.W., Washington, D.C.
20016.
(3) Includes options to purchase 32,018 shares of Common Stock that currently
are exercisable.
(4) Represents options to purchase shares of Common Stock that currently are
exercisable.
(5) Includes the following number of shares of Common Stock held by the
following venture capital funds, as to which Mr. Hambrecht disclaims
beneficial ownership: H&Q Ventures International C.V. (175,197 shares);
H&Q London Ventures (444,093 shares); H&Q Ventures IV (175,197 shares);
Hamquist (10,727 shares); and Hambrecht & Quist California (31,227
shares). Also includes (i) 85,816 shares of Common Stock with respect to
which Mr. Hambrecht shares record and beneficial ownership with Hamco
Capital Corp. and (ii) 22,803 shares of Common Stock with respect to which
Mr. Hambrecht shares record and beneficial ownership with the Hambrecht
1980 Revocable Trust. See "Certain Transactions." Mr. Hambrecht's address
is c/o Hambrecht & Quist California, One Bush Street, San Francisco, CA
94104.
(6) David McL. Hillman is Executive Vice President of PNC Capital Corp. Mr.
Hillman disclaims beneficial ownership of the 616,544 shares held by PNC
Capital Corp.
(7) Includes shares of Common Stock issuable upon exercise of a warrant to
purchase 86,003 shares of Common Stock at a price of approximately $4.65
per share. The warrant is exercisable at any time until September 1, 2001.
(8) See Notes 1, 2, 3, 4, 5 and 6. Also includes (a) 49,553 shares of Common
Stock issuable upon exercise of the vested portions of options held by
other executive officers of the Company, and (b) 1,400 shares of Common
Stock held by certain such other executive officers.

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<PAGE>

CERTAIN TRANSACTIONS

During 1993, for an aggregate purchase price of $850,000, the Company
acquired 85 shares of non-voting redeemable preferred stock of CLI Fleet, Inc.
("CLI Fleet") a privately-held finance company formed for the purpose of
financing the chauffeured vehicle service industry. As a holder of CLI Fleet
preferred stock, the Company is currently entitled to receive an annual
dividend of $500 per share. The Company waived the right to receive any
dividends accrued in respect of its preferred stock through April 30, 1996,
but during 1995 received referral fees totalling $100,000 from CLI Fleet. Also
during 1995, CLI Fleet redeemed 10 shares of preferred stock held by the
Company for an aggregate redemption price of $100,000. The remaining shares of
preferred stock are subject to mandatory redemption by redemption payments of
$100,000, $100,000 and $550,000 in May 1998, 1999 and 2000, respectively.
Under the terms of an agreement with CLI Fleet, commencing in April 1997, the
Company has an exclusive option to purchase all of the outstanding shares of
common stock of CLI Fleet at a purchase price equal to the greater of $187,500
or CLI Fleet's liquidating value as determined by an independent appraisal.

To date, CLI Fleet has provided financing to the Company's independent
operators, without recourse to the Company, for both initial fees due under
the Company's independent operator agreements and with respect to vehicles
purchased by independent operators. Each of the Company's owned and operated
chauffeured vehicle service companies has entered into a Finance & Service
Agreement with CLI Fleet, which provides that the Company will recommend and
refer independent operators to CLI Fleet for financing of vehicles. To date,
CLI Fleet also has purchased from the Company notes receivable due from
independent operators in exchange for cash or demand notes on a non-recourse
basis. The Company sold $378,733, $1,762,345 and $1,015,897 of independent
operator notes receivable to CLI Fleet for cash of $378,733, $1,290,899 and
$733,793 and demand promissory notes of $0, $471,446 and $282,104 in 1994,
1995 and 1996, respectively. These promissory notes are due on demand,
although monthly principal payments generally are received. These notes bear
interest at rates ranging from 5% to 7%. The Company generally no longer sells
notes receivables from independent operators to CLI Fleet, although CLI Fleet
continues to provide vehicle financing to the Company's independent operators.

In May 1996, the exercise price of a warrant issued to PNC was reduced from
$6.14 to $4.65 per share. In addition, in connection with the
Recapitalization, Carey repaid approximately $912,000 of the $3.8 million in
principal outstanding on its subordinated note held by PNC and applied the
balance of the outstanding principal to pay the purchase price for 616,544
shares of Common Stock issued to PNC upon exercise of the warrant held by it.
David McL. Hillman, a director of the Company, is Executive Vice President of
PNC.

In May 1996, the exercise price of a warrant to purchase 86,003 shares of
Common Stock owned by Yerac was reduced from $6.14 to $4.65 per share. In
addition, in connection with the Recapitalization, Yerac converted the entire
outstanding balance of a $2.0 million subordinated note held by it into
approximately 430,000 shares of Common Stock. From the net proceeds of the
IPO, the Company repaid approximately $1.1 million of additional outstanding
indebtedness to Yerac. Messrs. Wolfington and Dailey are limited partners of
Yerac. See "Principal Stockholders."

In connection with the Recapitalization, the Company redeemed 22,000 shares
of Series A Preferred Stock held by entities affiliated with Hambrecht & Quist
California (collectively "H&Q") for an aggregate of $1.1 million in cash plus
44,974 shares of Common Stock. Also in connection with the Recapitalization,
H&Q received 900,089 shares of Common Stock as a result of the conversion of
5,500 shares of Series B Preferred Stock and 31,864 shares of Series G
Preferred Stock. William R. Hambrecht, a director of the Company, is a
director and chairman of Hambrecht & Quist California and Hamco Capital
Corporation, and a general partner of Hambrecht & Quist Venture Partners
which, in turn, is the general partner of H&Q London Ventures, H&Q Ventures
International C.V., and H&Q Ventures IV. Mr. Hambrecht also is a trustee of
The Hambrecht 1980 Revocable Trust. See "Principal Stockholders."

Vincent A. Wolfington, the Company's Chairman and Chief Executive Officer,
and Don R. Dailey, the Company's President, each personally guaranteed certain
indebtedness of the Company in the original principal amount of $4.5 million.
The outstanding balance of this indebtedness totalled approximately $3.7

39
<PAGE>

million as of February 28, 1997. The Company paid Messrs. Wolfington and
Dailey $45,000 each during 1996 as a fee for guaranteeing such indebtedness.
The Company used part of the net proceeds of the IPO to repay the entire
outstanding amount of such indebtedness, and following the repayment the
guarantees were terminated. In connection with the Recapitalization, Messrs.
Wolfington and Dailey received $20,250 and $13,650, respectively, and 7,569
shares and 5,123 shares of Common Stock, respectively, as a result of the
redemption of the shares of Series A Preferred Stock and the conversion of the
shares of Series G Preferred Stock beneficially owned by each of them.

40
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, $.01 par value per share, and 1,000,000 shares of Preferred
Stock, $.01 par value per share ("Preferred Stock"). The following summary
description of the Common Stock and the Preferred Stock is qualified by
reference to the Company's Amended and Restated Certificate of Incorporation
included as an exhibit to the Registration Statement of which this Prospectus
is a part.

COMMON STOCK

As of August 31, 1997, there were 6,838,842 shares of Common Stock
outstanding, and outstanding options and warrants to purchase an aggregate of
1,159,401 shares of Common Stock. Including the foregoing shares underlying
outstanding options, a total of 89,010 shares of Common Stock are reserved for
issuance under the 1987 Plan, 385,480 shares are reserved for issuance under
the 1992 Plan, 650,000 shares of Common Stock are reserved for issuance under
the 1997 Plan and 100,000 shares of Common Stock are reserved for issuance
under the Directors' Plan. Holders of Common Stock are entitled to one vote
for each share held of record on all matters to be submitted to a vote of the
stockholders, and do not have cumulative voting rights. Subject to preferences
that may be applicable to any outstanding shares of Preferred Stock, holders
of Common Stock are entitled to receive ratably such dividends, if any, as may
be declared from time to time by the Board of Directors of the Company out of
funds legally available therefor. The Company's agreements with its principal
lenders prohibit dividend payments. See "Dividend Policy." All outstanding
shares of Common Stock are fully paid and nonassessable and the holders
thereof have no preferences or conversion, exchange or pre-emptive rights. In
the event of any liquidation, dissolution or winding-up of the affairs of the
Company, holders of Common Stock will be entitled to share ratably in the
assets of the Company remaining after payment or provision for payment of all
of the Company's debts and obligations and liquidation payments to holders of
outstanding shares of Preferred Stock, if any.

PREFERRED STOCK

Currently, there are no shares of Preferred Stock of the Company issued and
outstanding. Preferred Stock may be issued in one or more series without
further stockholder authorization, and the Board of Directors is authorized to
fix and determine the terms, limitations and relative rights and preferences
of the Preferred Stock, to establish series of Preferred Stock and to fix and
determine the variations as among series. Preferred Stock, if issued, would
have priority over the Common Stock with respect to dividends and to other
distributions, including the distribution of assets upon liquidation, and may
be subject to repurchase or redemption by the Company. The Board of Directors,
without approval of the holders of the Common Stock, can issue Preferred Stock
with voting and conversion rights (including multiple voting rights) which
could adversely affect the rights of holders of Common Stock. In addition to
having a preference with respect to dividends or liquidation proceeds,
Preferred Stock, if issued, may be entitled to the allocation of capital gains
from the sale of the Company's assets. Although the Company has no present
plans to issue any shares of Preferred Stock, the issuance of shares of
Preferred Stock, or the issuance of rights to purchase such shares, may have
the effect of delaying, deferring or preventing a change in control of the
Company or an unsolicited acquisition proposal.

CLASSIFIED BOARD OF DIRECTORS

The Restated Certificate of Incorporation and By-laws of the Company provide
for the Board of Directors to be divided into three classes of directors, as
nearly equal in number as is reasonably possible, serving staggered terms so
that directors' initial terms will expire either at the 1998, 1999 or 2000
annual meeting of stockholders. Starting with the 1998 annual meeting of
stockholders, one class of directors will be elected each year for a three-
year term. See "Management."

The Company believes that a classified Board of Directors will help to
assure the continuity and stability of the Board of Directors and the
Company's business strategies and policies as determined by the Board of

<PAGE>

Directors, since a majority of the directors at any given time will have had
prior experience as directors of the Company. The Company believes that such
continuity and stability, in turn, will permit the Board of Directors to
represent more effectively the interests of its stockholders.

With a classified Board of Directors, at least two annual meetings of
stockholders, instead of one, generally will be required to effect a change in
the majority of the Board of Directors. As a result, a provision relating to a
classified Board of Directors may discourage proxy contests for the election
of directors or purchases of a substantial block of the Common Stock because
the provision could operate to prevent a rapid change in control of the Board
of Directors. The classification provision also could have the effect of
discouraging a third party from making a tender offer or otherwise attempting
to obtain control of the Company. Under the DGCL, unless a corporation's
certificate of incorporation otherwise provides, a director on a classified
board may be removed by the stockholders of the corporation only for cause.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS AND STOCKHOLDER
NOMINATIONS OF DIRECTORS

The By-laws establish an advance notice procedure with regard to the
nomination by the stockholders of the Company of candidates for election as
directors (the "Nomination Procedure") and with regard to other matters to be
brought by stockholders before a meeting of stockholders of the Company (the
"Business Procedure").

The Nomination Procedure requires that a stockholder give written notice to
the Secretary of the Company, delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more than
90 days prior to the meeting, in proper form, of a planned nomination for the
Board of Directors. Detailed requirements as to the form and timing of that
notice are specified in the By-laws. If the Chairman determines that a person
was not nominated in accordance with the Nomination Procedure, such person
will not be eligible for election as a director.

Under the Business Procedure, a stockholder seeking to have any business
conducted at any meeting must give written notice to the Secretary of the
Company, delivered to or mailed and received at the principal executive
offices of the Company not less than 60 days nor more than 90 days prior to
the meeting, in proper form, subject to the requirements of the proxy
solicitation rules under the Securities Exchange Act of 1934. Detailed
requirements as to the form and timing of that notice are specified in the By-
laws. If the Chairman determines that the other business was not properly
brought before such meeting in accordance with the Business Procedure, such
business will not be conducted at such meeting.

Although the By-laws do not give the Board of Directors any power to approve
or disapprove of stockholder nominations for the election of directors or of
any other business desired by stockholders to be conducted at an annual or any
other meeting, the By-laws (i) may have the effect of precluding nominations
for the election of directors or precluding the conduct of business at a
particular annual meeting if the proper procedures are not followed or (ii)
may discourage or deter a third party from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to obtain
control of the Company, even if the conduct of such solicitation or such
attempt might be beneficial to the Company and its stockholders.

OTHER PROVISIONS

Special Meetings of the Stockholders of the Company. The Company's By-laws
provide that a special meeting of the stockholders of the Company only may be
called by the Chairman of the Board, or by order of the Board of Directors.
That provision prevents stockholders from calling a special meeting of
stockholders and potentially limits the stockholders' ability to offer
proposals to the annual meetings of stockholders, if no special meetings are
otherwise called by the Chairman or the Board.

Amendment of the By-laws. The Company's Restated Certificate of
Incorporation provides that the By-laws only may be amended by a vote of the
Board of Directors or by a vote of at least 75% of the outstanding shares of
the Company's stock entitled to vote in the election of directors.

42
<PAGE>

No Action by Written Consent. The Company's Restated Certificate of
Incorporation does not permit the Company's stockholders to act by written
consent. As a result, any action to be taken by the Company's stockholders
must be taken at a duly called meeting of the stockholders.

DELAWARE ANTI-TAKEOVER STATUTE

The Company is subject to Section 203 of the DGCL which, with certain
exceptions, prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with any "interested stockholder" for a period
of three years following the date that such stockholder became an interested
stockholder, unless: (a) prior to such date, the Board of Directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (b) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (i) by persons who are directors and officers
and (ii) by employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer, or (c) on or after such date,
the business combination is approved by the Board of Directors and authorized
at an annual or special meeting of stockholders by the affirmative vote of at
least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder. An "interested stockholder" is defined as any person
that is (y) the owner of 15% or more of the outstanding voting stock of the
corporation or (z) an affiliate or associate of the Company and was the owner
of 15% or more of the outstanding voting stock of the Company at any time
within the three-year period immediately prior to the date on which it is
sought to be determined whether such person is an interested stockholder.

SHARES ELIGIBLE FOR FUTURE SALE

As of August 31, 1997, the Company had 6,838,842 shares of Common Stock
outstanding. Of these shares, 3,339,440 shares are freely tradeable without
restriction under the Securities Act, except for any such shares which may be
beneficially owned by an "affiliate" of the Company (as that term is defined
in Rule 144). The 3,499,402 remaining shares constitute "restricted
securities" within the meaning of Rule 144 and, except for shares held by
affiliates of the Company and the 228,571 shares issued in connection with the
acquisition of Manhattan Limousine, will be eligible for sale in the open
market subject to the applicable requirements of Rule 144(k) described below.

Also as of August 31, 1997, if issued upon the exercise of outstanding
warrants, 263,953 shares of Common Stock also will constitute restricted
securities within the meaning of Rule 144 and will be eligible for sale in the
open market subject to the applicable requirements of Rule 144 discussed
below.

As of August 31, 1997 there were 895,447 shares of Common Stock issuable
upon the exercise of outstanding options under the Company's Equity Plans and
Directors' Plan and an additional 322,155 shares of Common Stock reserved for
future award or grant under such plans. The Company has filed a registration
statement on Form S-8 to register the issuance of shares under the Equity
Plans and Directors' Plan. Common Stock issued pursuant to such registration
statement upon exercise of outstanding vested options granted pursuant to the
Equity Plans and Directors' Plan, other than Common Stock issued to affiliates
of the Company, is available for immediate resale in the open market.

In general, under Rule 144, if a period of at least one year has elapsed
between the later of the date on which restricted securities were acquired
from the Company and the date on which they were acquired from an affiliate,
then the holder of such restricted securities (including an affiliate) is
entitled to sell that number of shares within any three-month period that does
not exceed the greater of (i) one percent of the then outstanding shares of
the Common Stock or (ii) the average weekly reported volume of trading of the
Common Stock during the four calendar weeks preceding such sales. Sales under
Rule 144 also are subject to certain requirements pertaining to the manner of
such sales, notices of such sales and the availability of current public
information

43
<PAGE>

concerning the Company. Any shares not constituting restricted securities sold
by affiliates must be sold in accordance with the foregoing volume limitations
and other requirements but without regard to the one year holding period.
Under Rule 144(k), if a period of at least two years has elapsed from the
later of the date on which restricted securities were acquired from the
Company and the date on which they were acquired from the affiliate, a holder
of such restricted securities who is not an affiliate at the time of the sale
and has not been an affiliate for at least three months prior to the sale
would be entitled to sell the shares immediately without regard to the volume
limitations and other conditions described above.

The Company and the beneficial owners of approximately 4,000,000 shares of
Common Stock (including all of the Company's officers and directors and those
individuals who were issued Common Stock in the Manhattan Limousine
acquisition) have agreed that they will not offer, sell, contract to sell,
pledge, grant any option for the sale of, or otherwise dispose or cause the
disposition of any shares of Common Stock or securities convertible into or
exchangeable or exercisable for such shares prior to November 30, 1997,
without the prior written consent of Montgomery Securities, except for (i) in
the case of the Company, Common Stock issued pursuant to any employee or
director benefit plan described herein or in connection with acquisitions or
(ii) in the case of directors and executive officers, the exercise of stock
options pursuant to benefit plans described herein and shares of Common Stock
disposed of as bona fide gifts, subject in each case to the application of the
November 30, 1997 "lock-up" deadline to shares so issued or transferred. In
evaluating any request for a waiver of the lock-up period, Montgomery
Securities will consider, in accordance with their customary practice, all
relevant facts and circumstances at the time of the request, including,
without limitation, the recent trading market for the Common Stock, the size
of the request and, with respect to a request by the Company to issue
additional equity securities, the purpose of such an issuance. The holder of
228,571 shares of Common Stock issued in connection with the acquisition of
Manhattan Limousine will be entitled to certain demand and piggy-back
registration rights beginning June 2, 1998.

Sales of substantial amounts of Common Stock by existing stockholders could
have an adverse impact on the prevailing market price of the Common Stock. No
predictions can be made as to the effect, if any, that market sales of shares
by existing stockholders or the availability of such shares for future sale
will have on the market price of shares of Common Stock prevailing from time
to time.

PLAN OF DISTRIBUTION

This Prospectus relates to 1,500,000 shares of Common Stock that may be
offered and issued by the Company from time to time in connection with
acquisition of other businesses or properties by the Company.

Carey intends to concentrate its acquisitions within the chauffeured vehicle
service industry. If the opportunity arises, however, Carey may attempt to
make acquisitions that are either complementary to its present operations or
advantageous even though they may be dissimilar to its present activities. The
consideration for any such acquisition may consist of shares of Common Stock,
cash, notes or other evidences of debt, assumptions of liabilities or a
combination thereof, as determined from time to time by negotiations between
Carey and the owners or controlling persons of businesses or properties to be
acquired.

The shares covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in
exchange for assets used in or related to the business of such companies or
entities, or otherwise pursuant to the agreements providing for such
acquisitions. The terms of such acquisitions and of the issuance of shares of
Common Stock under acquisition agreements will generally be determined by
direct negotiations with the owners or controlling persons of the business or
properties to be acquired or, in the case of entities that are more widely
held, through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets. It is
anticipated that the shares of Common Stock issued in any such acquisition
will be valued at a price reasonably related to the market value of the Common
Stock either at the time of agreement on the terms of an acquisition or at or
about the time of delivery of the shares.

44
<PAGE>

It is not expected that underwriting discounts or commissions will be paid
by the Company in connection with issuances of shares of Common Stock under
this Prospectus. However, finders' fees or brokers' commissions may be paid
from time to time in connection with specific acquisitions, and such fees may
be paid through the issuance of shares of Common Stock covered by this
Prospectus. Any person receiving such a fee may be deemed to an underwriter
within the meaning of the Securities Act.

LEGAL MATTERS

The validity of the shares offered will be passed upon for the Company by
Nutter, McClennen & Fish, LLP, Boston, Massachusetts.

EXPERTS

The consolidated financial statements of the Company as of November 30, 1995
and 1996 and for each of the three years in the period ended November 30, 1996
included in this Prospectus have been included herein in reliance on the
report, which includes an explanatory paragraph relating to the restatement of
such financial statements, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

The combined financial statements of Manhattan Limousine as of September 30,
1996 and for the year ended September 30, 1996 included in this Prospectus
have been included herein in reliance on the report, which includes an
explanatory paragraph relating to the restatement of such financial
statements, of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.

The financial statements of Speed 6060 Limited (formerly Camelot Barthropp
Limited) as of and for the years ended December 31, 1994 and December 31,
1995, included in this Prospectus have been included herein in reliance on the
report of Coopers & Lybrand, Chartered Accountants and Registered Auditors,
given on the authority of that firm as experts in accounting and auditing.

The financial statements of Camelot Barthropp Limited (formerly Speed 6060
Limited) as of December 31, 1995 and for the period from August 4, 1995 to
December 31, 1995, included in this Prospectus have been included herein in
reliance on the report of Coopers & Lybrand, Chartered Accountants and
Registered Auditors, given on the authority of that firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act and the rules and regulations promulgated
thereunder, with respect to the Common Stock offered hereby. This Prospectus
omits certain information contained in the Registration Statement, and
reference is made to the Registration Statement and the exhibits and schedules
thereto for further information with respect to the Company and the Common
Stock offered hereby. Statements contained in this Prospectus concerning the
provisions or contents of any contract, agreement or any other document
referred to herein are not necessarily complete with respect to each such
contract, agreement or document filed as an exhibit to the Registration
Statement, reference is made to such exhibit for a more complete description
of the matters involved, and each such statement shall be deemed qualified by
such reference. The Registration Statement, including the exhibits and
schedules thereto, may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1204, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York, New York
10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of the Registration Statement or any part thereof may be obtained from
such office, upon payment of the fees prescribed by the Commission. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that submit electronic filings to the Commission.

45
<PAGE>

The Company is subject to the informational requirements of the Exchange Act,
and, in accordance therewith, files periodic reports and other information with
the Commission. For further information with respect to the Company, reference
hereby is made to such reports and other information which can be inspected and
copied at the public reference facilities maintained by the Commission
referenced above.

The Company's Common Stock is quoted on The Nasdaq National Market under the
trading symbol "CARY." Reports, proxy statements and other information about
the Company also may be inspected at the offices of The Nasdaq Stock Market,
Inc., 1735 K Street, N.W., Washington, DC 20006.

46
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CAREY INTERNATIONAL, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Balance Sheet as of May 31, 1997................................ F-3
Pro Forma Statement of Operations for six months ended May 31, 1997....... F-4
Pro Forma Statement of Operations for the year ended November 30, 1996.... F-5
Notes to Pro Forma Consolidated Financial Statements...................... F-6
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Consolidated Financial Statements
Balance Sheet as of May 31, 1997.......................................... F-8
Statements of Operations for six months ended May 31, 1996 and May 31,
1997..................................................................... F-9
Statements of Cash Flows for six months ended May 31, 1996 and May 31,
1997..................................................................... F-10
Notes to Consolidated Financial Statements................................ F-11
Audited Consolidated Financial Statements
Report of Independent Accountants......................................... F-15
Balance Sheets as of November 30, 1995 and 1996........................... F-16
Statements of Operations for the years ended November 30, 1994, 1995 and
1996..................................................................... F-17
Statements of Changes in Stockholders' Equity for the years ended November
30, 1994, 1995
and 1996................................................................. F-18
Statements of Cash Flows for the years ended November 30, 1994, 1995 and
1996..................................................................... F-19
Notes to Consolidated Financial Statements................................ F-20
MANHATTAN INTERNATIONAL LIMOUSINE NETWORK, LTD. AND AFFILIATE
Combined Financial Statements
Report of the Independent Accountants..................................... F-36
Balance Sheets as of September 30, 1996 and April 30, 1997 (unaudited).... F-37
Statements of Operations for the year ended September 30, 1996 and the
seven months ended
April 30, 1997 (unaudited)............................................... F-38
Statements of Cash Flows for the year ended September 30, 1996 and the
seven months ended
April 30, 1997 (unaudited)............................................... F-39
Notes to Combined Financial Statements.................................... F-40
CAMELOT BARTHROPP LIMITED
Audited Financial Statements
Report of the Independent Accountants..................................... F-46
Statement of Operations for the period from August 4, 1995 to December 31,
1995..................................................................... F-47
Balance Sheet at December 31, 1995........................................ F-48
Notes to the Financial Statements......................................... F-49
SPEED 6060 LIMITED
Audited Financial Statements
Report of the Independent Accountants..................................... F-58
Statements of Operations for the years ended December 31, 1994 and 1995... F-59
Balance Sheets at December 31, 1994 and 1995.............................. F-60
Notes to the Financial Statements......................................... F-61
</TABLE>

F-1
<PAGE>

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION
The Pro Forma Consolidated Balance Sheet as of May 31, 1997 and the Pro
Forma Consolidated Statement of Operations for the year ended November 30,
1996 and for the six months ended May 31, 1997 are based on the historical
consolidated financial statements of Carey International, Inc. and
subsidiaries (the "Company"), Manhattan International Limousine Network Ltd.
and Affiliate ("Manhattan Limousine") and Camelot Barthropp Limited. The Pro
Forma Consolidated Balance Sheet has been prepared assuming the acquisition of
Manhattan Limousine occurred on May 31, 1997. For purposes of the Pro Forma
Balance Sheet, the Combined Balance Sheet of Manhattan Limousine as of May 31,
1997, has been combined with the Consolidated Balance Sheet of the Company as
of May 31, 1997.

The Pro Forma Consolidated Statements of Operations for the year ended
November 30, 1996 and for the six months ended May 31, 1997 have been prepared
assuming the acquisitions of Camelott Barthropp Limited and Manhattan
Limousine occurred on December 1, 1995. For purposes of the Pro Forma
Consolidated Statements of Operations for the year ended November 30, 1996 and
the six months ended May 31, 1997, Manhattan Limousine's Statement of
Operations for the year ended September 30, 1996 has been combined with the
Consolidated Statement of Operations of the Company for the year ended
November 30, 1996 and Manhattan Limousine's Statement of Operations for the
six months ended March 31, 1997 has been combined with the Consolidated
Statement of Operations of the Company for the six months ended May 31, 1997.
The Pro Forma Consolidated Statements of Operations also reflect the issuance
of shares of Common Stock (net of underwriting discounts) required to: (i)
repay certain existing debt of the Company, (ii) pay the cash and note
portions of the purchase price for Manhattan Limousine, (iii) repay certain
debt assumed in connection with the acquisition of Manhattan Limousine, and
(iv) redeem certain preferred stock of the Company. The Pro Forma Consolidated
Statement of Operations also reflects the issuance of an aggregate of
2,831,643 shares of Common Stock in connection with (i) the acquisition of
Manhattan Limousine, (ii) the issuance of shares of Common Stock as part of
the Recapitalization and (iii) the conversion of certain debt into Common
Stock upon the closing of the initial public offering. All of the
aforementioned shares are assumed to have been issued, the debt repaid or
converted and the preferred stock redeemed at the beginning of the period
presented, and thus interest expense attributable to such debt has been
eliminated.

The Pro Forma Consolidated Balance Sheet reflects the receipt of proceeds as
of May 31, 1997 from the issuance and sale of 2,900,000 shares of Common Stock
in the IPO and from the issuance of 435,000 shares of Common Stock in
connection with the underwriters' exercise of their over-allotment option in
the IPO, and the application of the proceeds of the IPO and the exercise (net
of underwriting discounts and offering expenses payable by the Company) to:
(i) repay certain existing debt of the Company, (ii) pay the cash and note
portions of the purchase price for the acquisition of Manhattan Limousine,
(iii) repay certain debt assumed in connection with the acquisition of
Manhattan Limousine and (iv) redeem certain preferred stock of the Company,
with the remaining net proceeds added to working capital.

The Pro Forma Consolidated Financial Statements do not purport to represent
what the Company's actual results of operations or financial position would
have been had the acquisitions occurred as of such dates, or to project the
Company's results of operations or financial position for any period or date,
nor does it give effect to any matters other than those described in the notes
thereto. In addition, the allocation of purchase price to the assets and
liabilities of Manhattan Limousine is preliminary and the final allocation may
differ from the amounts reflected herein. The Pro Forma Consolidated Financial
Statements should be read in conjunction with the other financial statements
and notes thereto included elsewhere in this Prospectus.

F-2
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
MAY 31, 1997
------------------------------------------------------------------------------------------
ACTUAL
------------------------
MANHATTAN ACQUISITION RECAPITALIZATION OTHER
COMPANY LIMOUSINE ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS(1) PRO FORMA
----------- ----------- ----------- ---------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............ $ 1,720,162 $ -- $ -- $ -- $ 32,566,275 $ 8,171,557
(6,760,000)
(3,452,472)
(7,098,956)
(4,015,952)
(4,740,000)
(47,500)(2)
Amount due from
underwriters........... 28,318,500 -- -- -- (28,318,500) --
Accounts receivable,
net.................... 8,576,942 118,046 -- -- -- 8,694,988
Notes receivable from
contracts, current
portion................ 439,165 397,374 -- -- -- 836,539
Prepaid expenses and
other current assets... 1,717,270 82,058 (500,000) -- -- 1,299,328
----------- ----------- ----------- ----------- ------------ -----------
Total current
assets............. 40,772,039 597,478 (500,000) -- (21,867,105) 19,002,412
Fixed assets, net....... 3,063,365 623,057 1,075,386 (3) -- -- 4,761,808
Notes receivable from
contracts, excluding
current portion........ 1,514,290 7,534,939 (940,000)(3) -- -- 8,109,229
Franchise rights, net... 5,230,305 -- -- -- -- 5,230,305
Trade name and contract
rights, net............ 6,589,414 -- -- -- -- 6,589,414
Goodwill, net........... 7,449,184 -- 20,389,619 (3) -- -- 27,838,803
Deferred tax assets..... 2,764,157 -- -- -- -- 2,764.157
Deposits and other
assets................. 1,206,501 21,505 -- -- -- 1,228,006
----------- ----------- ----------- ----------- ------------ -----------
Total assets........ $68,589,255 $ 8,776,979 $20,025,005 $ -- $(21,867,105) $75,524,134
=========== =========== =========== =========== ============ ===========
LIABILITIES AND STOCK-
HOLDERS' EQUITY
Current portion of notes
payable................ $ 4,682,821 $ 846,248 $ -- $ -- $ (690,494) $ 376,777
4,740,000 (3) (4,214,298)
(4,740,000)
(247,500)(2)
Payable to seller....... -- -- 6,760,000 (3) -- (6,760,000) --
Current portion of
capital leases......... 223,222 -- -- -- -- 223,222
Current portion of
subordinated notes
payable................ 880,000 -- -- -- (880,000)(4) --
Accounts payable and
accrued expenses....... 10,854,118 3,962,650 -- -- 225,000 15,041,768
----------- ----------- ----------- ----------- ------------ -----------
Total current
liabilities........ 16,640,161 4,808,898 11,500,000 -- (17,307,292) 15,641,767
Notes payable, excluding
current portion........ 3,949,930 2,838,421 -- -- (2,761,978) 894,215
(2,884,658)
(247,500)(2)
Capital leases,
excluding current
portion................ 710,113 -- -- -- -- 710,113
Subordinated notes
payable, excluding
current portion........ 4,900,000 -- -- (4,867,548)(4) (32,452) --
Deferred rent and other
long-term liabilities.. 64,369 397,177 -- -- -- 461,546
Deferred tax
liabilities............ 1,457,170 -- -- -- -- 1,457,170
Deferred revenue........ 6,804,326 6,857,488 -- -- -- 13,661,814
Stockholders' equity:
Preferred stock....... 1,115,400 -- -- (775,050)(4) (340,350) --
Common stock.......... 35,627 100 (100)(3) 25,600 (4) 4,350 68,344
2,286 (3) 481 (2)
Additional paid-in
capital.............. 34,003,429 176,940 (176,940)(3) 5,616,998 (4) 4,018,425 43,720,435
2,397,714 (3) (2,763,150)
447,019 (2)
Accumulated deficit... (1,091,270) (6,302,045) 6,302,045 (3) -- -- (1,091,270)
----------- ----------- ----------- ----------- ------------ -----------
Total stockholders'
equity............. 34,063,186 (6,125,005) 8,525,005 4,867,548 1,366,775 42,697,509
----------- ----------- ----------- ----------- ------------ -----------
Total liabilities
and stockholders'
equity........... $68,589,255 $ 8,776,979 $20,025,005 $ -- $(21,867,105) $75,524,134
=========== =========== =========== =========== ============ ===========
</TABLE>

The accompanying notes are an integral part of these pro forma consolidated
financial statements.

F-3
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED MAY 31, 1997
------------------------------------------------------------------------------------
ACTUAL
-----------------------
MANHATTAN ACQUISITION RECAPITALIZATION OTHER
COMPANY LIMOUSINE ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS PRO FORMA
----------- ---------- ----------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenue, net............ $30,872,095 $9,885,506 $ -- $ -- $ -- $40,757,601
Cost of revenue......... 21,137,961 6,126,205 -- -- -- 27,264,166
----------- ---------- --------- -------- -------- -----------
Gross profit.......... 9,734,134 3,759,301 -- -- -- 13,493,435
Selling, general and
administrative
expense................ 7,875,080 3,010,144 (46,865)(5) -- 75,000 (10) 11,303,192
389,833 (6)
----------- ---------- --------- -------- -------- -----------
Operating income...... 1,859,054 749,157 (342,968) -- (75,000) 2,190,243
Other income (expense)
Interest expense...... (776,575) (457,017) (37,310)(7) 250,000(9) 939,267 (10) (81,635)
Interest and other
income............... 180,487 16,500 (16,500)(8) -- -- 180,487
----------- ---------- --------- -------- -------- -----------
Income before provision
for income taxes....... 1,262,966 $ 308,640 $(396,778) $250,000 $864,267 2,289,095
========== ========= ======== ========
Provision for income
taxes.................. 511,558 961,420 (11)
----------- -----------
Net income ............. $ 751,408 $ 1,327,675
=========== ===========
Pro forma net income per
common share........... $ .20 (12)
===========
Weighted average shares
outstanding............ 6,600,249 (12)
===========
</TABLE>

The accompanying notes are an integral part of these pro forma consolidated
financial statements.

F-4
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED NOVEMBER 30, 1996
-------------------------------------------------------------------------------------------------
ACTUAL
-----------------------------------
CAMELOT
BARTHROPP MANHATTAN ACQUISITION RECAPITALIZATION OTHER
COMPANY LIMITED LIMOUSINE ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS PRO FORMA
----------- --------- ----------- ----------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue, net............ $59,505,698 $ 938,656 $18,438,547 $ -- $ -- $ -- $78,882,901
Cost of revenue......... 40,438,449 865,336 11,040,017 -- -- -- 52,343,802
----------- --------- ----------- -------- -------- ---------- -----------
Gross profit.......... 19,067,249 73,320 7,398,530 -- -- -- 26,539,099
Selling, general and
administrative
expense................ 15,077,553 211,097 5,821,899 (874,475)(5) -- 150,000 (10) 21,165,741
779,667 (6)
----------- --------- ----------- -------- -------- ---------- -----------
Operating income
(loss)............... 3,989,696 (137,777) 1,576,631 94,808 -- (150,000) 5,373,358
Other income (expense)
Interest expense...... (1,704,187) (21,375) (881,854) (76,608)(7) 500,000(9) 1,890,151 (10) (293,873)
Interest and other
income............... 426,349 -- 66,000 (66,000)(8) -- -- 426,349
----------- --------- ----------- -------- -------- ---------- -----------
Income before provision
(benefit) for income
taxes.................. 2,711,858 $(159,152) $ 760,777 $(47,800) $500,000 $1,740,151 5,505,834
========= =========== ======== ======== ==========
Provision (benefit) for
income taxes........... (104,246) 2,328,968 (11)
----------- -----------
Net income ............. $ 2,816,104 $ 3,176,866
=========== ===========
Pro forma net income per
common share........... $ .48 (12)
===========
Weighted average shares
outstanding............ 6,625,683 (12)
===========
</TABLE>

The accompanying notes are an integral part of these pro forma consolidated
financial statements.

F-5
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

To date, all of the Company's acquisitions have been accounted for under the
purchase method of accounting with the results of the acquired companies
included in the Company's statements of operations beginning on the date of
the acquisition.

(1) Gives effect to the receipt of amounts due from the underwriters in
connection with the issuance of 2,900,000 shares of Common Stock in the
IPO and the issuance by the Company of 435,000 shares of Common Stock in
connection with the underwriters' exercise of their over-allotment option
in the IPO. After underwriting discounts and commissions and offering
expenses of both the IPO and the over-allotment option exercise of $4.3
million, the net proceeds of $30.7 million were applied to: (i) the
repayment of certain existing debt of the Company of $7.1 million, (ii)
the payment of the cash and note portions of the purchase price for the
acquisition of Manhattan Limousine of $7.1 million and $4.7 million,
respectively, (iii) the repayment of $3.5 million of debt assumed upon
the acquisition of Manhattan Limousine and (iv) the redemption of certain
preferred stock of the Company for $3.1 million and the repayment of
subordinated debt of approximately $912,000 as part of the
Recapitalization (see Note 4, below). The balance of the net proceeds,
estimated to be approximately $4.3 million, will be added to working
capital.

(2) Gives effect to the repayment and conversion of $495,000 of debt into
Common Stock at the election of the debt holders.

(3) Gives effect to the acquisition of Manhattan Limousine for $14.2 million,
as if such acquisition occurred on May 31, 1997. The adjustments reflect:
(i) a cash payment of $7.1 million, (ii) promissory notes issued in the
aggregate amount of $4.7 million and (iii) the issuance of $2.4 million
of Common Stock. After taking into account all acquisition adjustments,
the liabilities of Manhattan Limousine exceeded its assets. Accordingly,
the allocation of the purchase price to the estimated fair value of the
assets and liabilities assumed resulted in the recognition by the Company
of $20.4 million in goodwill. As part of the fair value allocation, the
Company valued the facility at which Manhattan Limousine operates at its
estimated fair market value of $1.1 million and certain radio frequencies
used in the conduct of Manhattan Limousine's business at their estimated
fair market value of $200,000.

(4) Gives effect to the Recapitalization, which was implemented upon the
closing of the IPO. Pursuant to the Recapitalization: (i) the $2.0
million subordinated convertible note dated September 1, 1991, and $2.9
million of the $3.8 million subordinated note dated July 30, 1992 were
converted or exchanged for an aggregate of 1,046,559 shares of Common
Stock, (ii) the Series A Preferred Stock was redeemed in part for $2.1
million and converted in part into 86,003 shares of Common Stock, (iii)
all of the Series F and 3,000 shares of the Series G Preferred Stock were
redeemed for $1.0 million and (iv) the remaining Series G Preferred Stock
and the Series B Preferred Stock were converted into an aggregate of
1,427,509 shares of Common Stock.

(5) Gives effect to the elimination from the Combined Statement of Operations
of Manhattan Limousine of: (i) a one-time charge related to advances to a
non-combined affiliate of Manhattan Limousine which were approximately
$7,000 and $218,000 for the six months ended May 31, 1997 and the year
ended November 30, 1996, respectively, (ii) redundant administrative and
other costs immediately identifiable at the time of the acquisition
(relating to salary and benefits of a stockholder of Manhattan Limousine
and members of his family which will not be incurred by the Company) of
approximately $40,000 and $591,000 for the six months ended May 31, 1997
and the year ended November 30, 1996, respectively, and
(iii) approximately $65,000 for the year ended November 30, 1996 of
financing fees associated with debt retained by a stockholder of
Manhattan Limousine.

(6) Gives effect to (i) the amortization of approximately $340,000 and
$680,000 for the six months ended May 31, 1997 and the year ended
November 30, 1996, respectively, of goodwill recognized with respect to
the acquisition of Manhattan Limousine, and (ii) $50,000 and $100,000 for
the six months ended May 31, 1997 and the year ended November 30, 1996,
respectively, of consulting fees to be paid pursuant to a consulting
agreement entered into in connection with the acquisition of Manhattan
Limousine. Goodwill will be amortized over a 30-year period.

F-6
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7) Gives effect to an increase in interest associated with the promissory
notes in the aggregate amount of $4.8 million used to acquire Manhattan
Limousine and the increase of $520,000 in Manhattan Limousine's mortgage
note in January 1997, both of which were repaid out of the proceeds of
the IPO. Also gives effect to a decrease in interest expense associated
with the debt retained by a stockholder of Manhattan Limousine.

(8) Gives effect to the elimination of interest income related to a note
receivable retained by a stockholder of Manhattan Limousine.

(9) Reflects the elimination of approximately $250,000 and $500,000 for the
six months ended May 31, 1997 and the year ended November 30, 1996,
respectively, of interest on certain debt converted into Common Stock.

(10) Reflects directors' and officers' insurance costs the Company anticipates
to incur in connection with being a public registrant and the elimination
of approximately $939,000 and $1.5 million for the six months ended May
31, 1997 and the year ended November 30, 1996, respectively, of interest
on certain current and long-term debt repaid from the proceeds of the IPO
or converted into Common Stock.

(11) Reflects the estimated provision for income taxes at an assumed rate of
42.0% and 42.3% for the six months ended May 31, 1997 and the year ended
November 30, 1996, respectively, after giving consideration to
nondeductible goodwill expense.

(12) Pro forma net income per share was computed by dividing the pro forma net
income for the six months ended May 31, 1997 and the year ended November
30, 1996 by the pro forma weighted average number of shares outstanding
for each of the periods. Pro forma weighted average shares outstanding
include common shares, common share equivalents and the equivalent number
of shares (based on the public offering price less underwriters'
commissions and discounts) necessary to give effect, as of December 1,
1995, to the following: (i) the repayment of certain existing debt of the
Company, (ii) the payment of the purchase price for the acquisition of
Manhattan Limousine, (iii) the repayment of $3.7 million of debt assumed
upon the acquisition of Manhattan Limousine, (iv) the redemption of
certain preferred stock of the Company for $3.1 million and the repayment
of subordinated debt of the Company in the principal amount of
approximately $912,000 as part of the Recapitalization and (v) the
redemption and conversion of $95,000 of convertible debt, the conversion
of $4,867,546 of subordinated debt and the partial conversion of the
Series A and G Preferred Stock into Common Stock. Pursuant to Securities
and Exchange Commission Staff Accounting Bulletin (SAB) No. 83, the
common equivalent shares issued by the Company during the 12 months
preceding the effective date of the Registration Statement relating to
the Company's IPO, using the treasury stock method and the public
offering price of $10.50 per share, have been included in the calculation
of pro forma net income per share. All share numbers give effect to the
reverse stock split of one-for-2.3255 that was part of the
Recapitalization.

F-7
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
MAY 31,
1997
-----------
(UNAUDITED)
<S> <C>
ASSETS
Cash and cash equivalents......................................... $ 1,720,162
Amount due from underwriters...................................... 28,318,500
Accounts receivable, net of allowance for doubtful accounts....... 8,576,942
Notes receivable from contracts, current portion.................. 439,165
Prepaid expenses and other current assets......................... 1,717,270
-----------
Total current assets.......................................... 40,772,039
Fixed assets, net of accumulated depreciation and amortization.... 3,063,365
Notes receivable from contracts, excluding current portion........ 1,514,290
Franchise rights, net of accumulated amortization................. 5,230,305
Trade name, trademark and contract rights, net of accumulated
amortization..................................................... 6,589,414
Goodwill and other intangible assets, net of accumulated
amortization..................................................... 7,449,184
Deferred tax assets............................................... 2,764,157
Deposits and other assets......................................... 1,206,501
-----------
Total assets................................................ $68,589,255
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of notes payable.................................. $ 4,682,821
Current portion of capital leases................................. 223,222
Current portion of subordinated notes payable..................... 880,000
Accounts payable and accrued expenses............................. 10,854,118
-----------
Total current liabilities..................................... 16,640,161
Notes payable, excluding current portion.......................... 3,949,930
Capital leases, excluding current portion......................... 710,113
Subordinated notes payable, excluding current portion............. 4,900,000
Deferred tax and other long-term liabilities...................... 1,521,539
Deferred revenue.................................................. 6,804,326
Commitments and contingencies
Stockholders' equity:
Preferred stock................................................. 1,115,400
Class A common stock, $.01 par value; 314,000 authorized shares,
none issued and outstanding.................................... --
Common stock, $.01 par value; 9,512,950 authorized shares,
3,562,653 issued and outstanding shares........................ 35,627
Additional paid-in capital...................................... 34,003,429
Accumulated deficit............................................. (1,091,270)
-----------
Total stockholders' equity.................................... 34,063,186
-----------
Total liabilities and stockholders' equity.................. $68,589,255
===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-8
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------
MAY 31, MAY 31,
1996 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
Revenue, net.......................................... $26,601,005 $30,872,095
Cost of revenue....................................... 18,111,676 21,137,961
----------- -----------
Gross profit...................................... 8,489,329 9,734,134
Selling, general and administrative expense........... 7,158,661 7,875,080
----------- -----------
Operating income.................................. 1,330,668 1,859,054
Other income (expense):
Interest expense.................................. (872,402) (776,575)
Interest income................................... 50,859 55,091
Gain on sales of fixed assets..................... 153,003 125,396
----------- -----------
Income before provision for income taxes.............. 662,128 1,262,966
Provision for income taxes............................ 209,244 511,558
----------- -----------
Net income............................................ $ 452,884 $ 751,408
=========== ===========
Pro forma net income per common share................. $ 0.24
===========
Weighted average common shares outstanding............ 3,685,032
===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-9
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------
MAY 31, MAY 31,
1996 1997
---------- ----------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 452,884 $ 751,408
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation and amortization of fixed assets...... 519,388 539,198
Amortization of intangible assets.................. 513,217 534,375
Gain on sales of fixed assets...................... (153,003) (125,396)
Provision for deferred taxes....................... -- (248,025)
Change in deferred revenue......................... 717,571 623,179
Changes in operating assets and liabilities:
Accounts receivable.............................. 454,183 1,564,790
Notes receivable from contracts.................. (770,533) (781,503)
Prepaid expenses, deposits and other assets...... (479,828) (799,605)
Accounts payable and accrued expenses............ (268,857) (576,903)
Deferred rent and other long-term liabilities.... (89,894) (46,912)
---------- ----------
Net cash provided by operating activities...... 895,128 1,434,606
---------- ----------
Cash flows from investing activities:
Proceeds from sales of fixed assets.................. 411,338 322,080
Purchases of fixed assets............................ (725,009) (240,089)
Acquisitions of chauffeured vehicle service compa-
nies, net of cash acquired.......................... (1,199,306) (323,654)
---------- ----------
Net cash used in investing activities.......... (1,512,977) (241,663)
---------- ----------
Cash flows from financing activities:
Proceeds of sale of notes receivable from independent
operators........................................... 156,240 --
Principal payments under capital lease obligations... (117,962) (108,831)
Payments of notes payable............................ (1,823,456) (2,137,218)
Proceeds from notes payable.......................... 2,232,443 450,000
Payment of offering costs............................ -- (440,928)
Issuance of Common Stock............................. -- 9,920
Redemption of Series E preferred stock............... (97,500) --
---------- ----------
Net cash provided by (used in) financing activ-
ities......................................... 349,765 (2,227,057)
---------- ----------
Net decrease in cash and cash equivalents.............. (268,084) (1,034,114)
Cash and cash equivalents at beginning of period....... 1,438,659 2,754,276
---------- ----------
Cash and cash equivalents at end of period............. $1,170,575 $1,720,162
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-10
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. BACKGROUND AND ORGANIZATION

General

Carey International, Inc. (the "Company") provides services through a
worldwide network of owned and operated companies, licensees and affiliates
serving 420 cities in 65 countries. The Company owns and operates service
providers in the form of wholly-owned subsidiaries in the following cities:
New York (Carey Limousine NY, Inc.), San Francisco (Carey Limousine S.F.,
Inc.), Los Angeles (Carey Limousine L.A., Inc.), London (Carey UK Limited),
Washington, D.C. (Carey Limousine D.C., Inc.), South Florida (Carey Limousine
Florida, Inc.) and Philadelphia (Carey Limousine Corporation). In addition,
the Company licenses the "Carey" name, and provides central reservations,
billing, and sales and marketing services to its licensees. The Company's
worldwide network includes affiliates in locations in which the Company has
neither owned and operated locations nor licensees. The Company provides
central reservations and billing services to such affiliates.

Acquisitions

The Company is engaged in a program of acquiring chauffeured vehicle service
businesses. Such acquisitions include unrelated chauffeured vehicle service
businesses, some of which may be in cities in which the Company has owned and
operated service providers, licensees operating under the Carey name and
trademark and affiliates of the Company. In the first quarter of 1996, the
Company acquired a chauffeured vehicle service company operating in London,
England. As more fully discussed in Note 7, on June 2, 1997 the Company
acquired Manhattan International Limousine Network Ltd. and an affiliated
company ("Manhattan Limousine").

Initial public offering and reverse stock split

On February 25, 1997, the Board of Directors authorized management of the
Company to file a Registration Statement with the Securities and Exchange
Commission permitting the Company to sell shares of its common stock in an
initial public offering (the "IPO"). As discussed in Notes 6 and 7, the
Company entered into an underwriting agreement and agreed to sell shares in
the IPO on May 28, 1997 and received the net proceeds from the sale on June 2,
1997. The net proceeds are shown as "amounts due from underwriters" in the
accompanying consolidated balance sheet. The Board of Directors, on February
25, 1997, also authorized a one- for-2.3255 reverse stock split of the
outstanding shares of the Company's common stock. The Company's stockholders
subsequently approved the reverse stock split. All references to common stock,
options, warrants and per share data have been restated to give effect to the
reverse stock split. Also on February 25, 1997, the Board of Directors
authorized a Recapitalization Plan (the "Recapitalization"), which is more
fully described in Note 6.

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements and these notes do not
include all of the disclosures included in the Company's audited, consolidated
financial statements for the years ended November 30, 1994, 1995 and 1996,
which should be read in conjunction with these financial statements. For
further information, such as the significant accounting policies followed by
the Company, refer to the notes to the Company's audited, consolidated
financial statements.

The financial information included herein has not been audited. However, in
the opinion of management, the statements reflect all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of the
results of the periods reflected. The results for these periods are not
necessarily indicative of the results for the full fiscal year.

F-11
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Pro forma net income per common share

Consistent with Securities and Exchange Commission Staff Accounting Bulletin
("SAB") No. 1B-2, the Company has recalculated historical weighted average
common shares outstanding and net income per common share to give effect to
the Recapitalization (see Note 6). The recalculated net income per common
share is determined by (i) adjusting net income available to common
shareholders to reflect the elimination of interest expense, net of taxes,
resulting from the conversion of a portion of the subordinated debt into
common stock and (ii) increasing the weighted average common shares
outstanding by the number of common shares resulting from the conversion of
subordinated debt and the partial conversion of the Series A Preferred Stock.

3. ACQUISITIONS

In February 1996, the Company acquired the common stock of a chauffeured
vehicle service company in London, England for approximately $1,500,000.
Additional contingent consideration of up to $1,000,000 may be payable with
respect to the two years ending February 28, 1998 based on the level of
revenues referred to the acquired company by the seller. As of May 31, 1997,
the Company has paid approximately $550,000 in such contingent consideration
for the London acquisition.

In the periods ended May 31, 1996 and May 31, 1997, the following
acquisition activity was recorded by the Company:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------
MAY 31, MAY 31,
1996 1997
---------- --------
<S> <C> <C>
Fair value of net assets and liabilities acquired:
Receivables and other assets.......................... $ 632,554 $ --
Fixed assets.......................................... 928,377 --
Franchise rights...................................... 12,320 --
Goodwill.............................................. 148,506 323,654
Trade liabilities..................................... (522,451) --
---------- --------
Fair value of assets and liabilities acquired......... $1,199,306 $323,654
========== ========
Cash payments (net of $223,695 cash acquired in
1996)................................................ $1,199,306 $323,654
========== ========
</TABLE>

4. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to various legal
actions which are not material to the financial condition, results of
operations or cash flows of the Company.

The Company, certain of the Company's subsidiaries and certain officers and
directors of the Company were named in a civil action filed on May 15, 1996 in
the United States District Court for the Eastern District of Pennsylvania
entitled "Felix v. Carey International, Inc., et. al." The plaintiff's
complaint, which purports to be a class action, alleges that the plaintiff and
others similarly situated suffered monetary damages as a result of
misrepresentations by the various defendants in their use of a surface
transportation billing charge (the "STC"). The plaintiff seeks damages in
excess of $1 million on behalf of the class for each of the counts in the
complaint including fraud, negligent misrepresentation and violations of the
Racketeer Influenced and Corrupt Organizations law of 1970, which permits the
recovery of treble damages and attorneys' fees. The proposed class has
received preliminary certification by the court. The Company filed a motion to
dismiss that was denied, and subsequently has filed an answer denying any
liability in connection with this complaint. The Company is indemnifying and
defending its officers and directors who were named as defendants in the case,
subject to conditions imposed by applicable law.

F-12
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(CONTINUED)

The Company has reached a tentative settlement with the plaintiff and
plaintiff's counsel, which has received preliminary court approval but is
subject to final court approval and acceptance by the proposed class. The
settlement calls for the Company to deposit up to $950,000 into a settlement
fund for a class consisting of all persons who paid the STC during the period
from May 15, 1992 through March 15, 1997. Following court approval of the
settlement, the Company will change its disclosure concerning the STC, and
each class member showing proper authentication of a claim shall be entitled
to receive either (i) cash totaling 10% of the STC paid during the period
described above or (ii) a nontransferable credit to be applied toward future
use of the Company's services in an amount equal to 30% of such STC. This
settlement has been agreed to by the plaintiff and plaintiff's counsel and has
received preliminary approval of the court, but there can be no assurance that
the proposed class will accept the settlement. The Company is indemnifying and
defending its officers and directors who were named defendants in the case,
subject to conditions imposed by applicable law.

5. NET INCOME PER COMMON SHARE

Net income per common share, on a historical basis, is as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED MAY 31,
-------------------------
1996 1997
------------ ------------
<S> <C> <C>
Net income available to common shareholders...... $ 452,884 $ 751,408
============ ============
Weighted average common shares outstanding....... 2,422,373 2,597,385
============ ============
Net income per common share...................... $ 0.19 $ 0.29
============ ============
</TABLE>

Common equivalent shares are included in the per share calculations where
the effect of their inclusion would be dilutive. Common equivalent shares
consist of Series B, F and G preferred stock as well as substantially all of
the subordinated debt of the Company and the assumed exercise of vested
outstanding stock options and warrants. Pursuant to SAB No. 83, the common
equivalent shares issued by the Company during the twelve months preceding the
effective date of the Registration Statement relating to the IPO, using the
treasury stock method and the public offering price of $10.50 per share, have
been included in the calculation of net income per common share.

6. RECAPITALIZATION AND PRO FORMA BALANCE SHEET

On February 25, 1997, the Board of Directors authorized the Recapitalization
of the Company to be effective upon the closing of the IPO. Under the
Recapitalization, preferred stock with a liquidation preference of $11,154,900
and subordinated debt with a principal amount of $5,780,000 is to convert in
part into 2,560,071 shares of common stock and is to be repaid or redeemed in
part for $4,015,952 in cash, with the cash portion paid out of the proceeds of
the IPO.

F-13
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS--(CONTINUED)

7. SUBSEQUENT EVENTS

On June 2, 1997, the Company received net cash proceeds from the IPO of
$28.3 million. Immediately following the receipt of the net proceeds, the
Company disbursed approximately (i) $7.1 million to repay certain indebtedness
of the Company, and (ii) $1.9 million to redeem certain preferred stock and to
repay a portion of subordinated debt under the Recapitalization (see Note 6).
A further $2.1 million subsequently was disbursed under the terms of the
Recapitalization in connection with the conversion and redemption of the
remaining preferred stock.

Also on June 2, 1997, the Company acquired all of the issued and outstanding
capital stock of Manhattan Limousine for aggregate consideration of $14.2
million, composed of (i) $7.1 million in cash, (ii) $4.7 million in promissory
notes bearing interest at the rate of 8.0% per annum and payable one year from
the date of the acquisition, and (iii) 228,571 shares of common stock. In
connection with the acquisition, the Company also repaid approximately $3.5
million of Manhattan Limousine's indebtedness. The cash portion of the
purchase price and the repayment of indebtedness, amounting to approximately
$10.6 million, were funded from the proceeds of the IPO.

After the IPO, the underwriters of the IPO elected to exercise their over-
allotment option in full. On June 6, 1997, the Company issued an additional
435,000 shares of common stock at the IPO price of $10.50 and received net
cash proceeds of approximately $4.3 million.

Reference is made to the pro forma balance sheet included elsewhere in this
Registration Statement for the receipt of the proceeds from the issuance and
sale of 2,900,000 shares of Common Stock in the IPO and the issuance and sale
of 435,000 shares of Common Stock in connection with the underwriters'
exercise of their over-allotment option in the IPO and the application of
proceeds therefrom.

F-14
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of Carey International, Inc.

We have audited the accompanying consolidated balance sheets of Carey
International, Inc. and Subsidiaries as of November 30, 1995 and 1996, and the
related consolidated statements of operations, changes in stockholders'
equity, and cash flows for each of the three years in the period ended
November 30, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Carey
International, Inc. and Subsidiaries as of November 30, 1995, and 1996, and
the results of their operations and their cash flows for each of the three
years in the period ended November 30, 1996, in conformity with generally
accepted accounting principles.

As discussed in Note 16 to the consolidated financial statements, the
accompanying consolidated balance sheet as of November 30, 1995, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the two years in the period ended November 30, 1995
have been restated for a change in the revenue recognition method.

Coopers & Lybrand L.L.P.

Washington, D.C.
January 31, 1997, except for
Notes 1, 2 and 18 as to which
the date is March 1, 1997

F-15
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
NOVEMBER 30,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents............................ $ 1,438,659 $ 2,754,276
Accounts receivable, net of allowance for doubtful
accounts of $294,000 in 1995 and $535,000 in 1996... 9,023,016 10,141,732
Notes receivable from contracts, current portion..... 659,609 402,751
Prepaid expenses and other current assets............ 364,741 1,936,961
----------- -----------
Total current assets............................. 11,486,025 15,235,720
Fixed assets, net of accumulated depreciation of
$2,779,000 in 1995 and $2,619,000 in 1996........... 2,185,071 3,379,246
Notes receivable from contracts, excluding current
portion............................................. 193,298 769,201
Franchise rights, net of accumulated amortization of
$1,494,000 in 1995 and $1,729,000 in 1996........... 5,533,956 5,348,264
Trade name, trademark and contract rights, net of
accumulated amortization of $781,000 in 1995 and
$973,000 in 1996.................................... 6,876,578 6,685,135
Goodwill and other intangible assets, net of
accumulated amortization of $574,000 in 1995 and
$827,000 in 1996.................................... 7,113,684 7,262,203
Deferred tax assets.................................. 892,993 2,461,573
Deposits and other assets............................ 1,615,316 1,384,787
----------- -----------
Total assets................................... $35,896,921 $42,526,129
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of notes payable..................... $ 4,585,703 $ 5,131,227
Current portion of capital leases.................... 206,031 199,224
Current portion of subordinated notes payable........ 100,000 440,000
Accounts payable and accrued expenses................ 8,000,972 11,196,949
----------- -----------
Total current liabilities........................ 12,892,706 16,967,400
Notes payable, excluding current portion............. 7,361,749 5,188,742
Capital leases, excluding current portion............ 74,879 663,030
Subordinated notes payable, excluding current
portion............................................. 5,780,000 5,340,000
Deferred rent and other long-term liabilities........ 148,195 111,281
Deferred tax liabilities............................. 1,001,480 1,402,611
Deferred revenue..................................... 4,726,134 6,181,147
Commitments and contingencies
Stockholders' equity:
Preferred stock.................................... 1,212,900 1,115,400
Class A common stock, $.01 par value; authorized
314,000 shares, none issued and outstanding.......
Common stock, $.01 par value; authorized 9,512,950
shares, issued and outstanding, 655,773 shares.... 6,558 6,558
Additional paid-in capital......................... 7,357,064 7,357,064
Accumulated deficit................................ (4,664,744) (1,807,104)
----------- -----------
Total stockholders' equity....................... 3,911,778 6,671,918
----------- -----------
Total liabilities and stockholders' equity..... $35,896,921 $42,526,129
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-16
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenue, net........................... $35,525,309 $43,483,947 $59,505,698
Cost of revenue........................ 24,953,904 29,942,961 40,438,449
----------- ----------- -----------
Gross profit......................... 10,571,405 13,540,986 19,067,249
Selling, general and administrative
expense............................... 9,486,797 12,419,062 15,077,553
----------- ----------- -----------
Operating income..................... 1,084,608 1,121,924 3,989,696
Other income (expense):
Interest expense..................... (1,348,883) (1,682,884) (1,704,187)
Interest income...................... 172,641 259,852 156,695
Gain (loss) on sale of fixed assets.. (18,359) 130,913 269,654
----------- ----------- -----------
Income (loss) before provision for
income taxes.......................... (109,993) (170,195) 2,711,858
Provision (benefit) for income taxes .. 19,000 25,000 (104,246)
----------- ----------- -----------
Net income (loss)...................... $ (128,993) $ (195,195) $ 2,816,104
=========== =========== ===========
Pro forma net income per common share.. $ .89
===========
Weighted average common shares
outstanding........................... 3,510,020
===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-17
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
--------------
SERIES A SERIES B SERIES E SERIES F SERIES G ADDITIONAL TOTAL
PREFERRED PREFERRED PREFERRED PREFERRED PREFERRED PAID-IN ACCUMULATED STOCKHOLDERS'
STOCK STOCK STOCK STOCK STOCK SHARES $ CAPITAL DEFICIT EQUITY
--------- --------- --------- --------- --------- ------- ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
November 30,
1993........... $420,700 $95,800 $266,250 $100,000 $498,900 623,091 $6,231 $7,335,796 $(4,336,178) $4,387,499
Accretion of
redeemable
preferred
stock.......... -- -- 8,750 -- -- -- -- (8,750) -- --
Redemption of
Series E
preferred
stock.......... -- -- (62,500) -- -- -- -- -- -- (62,500)
Payment of
accrued
dividends...... -- -- (26,250) -- -- -- -- -- -- (26,250)
Payment of
Series E
dividends...... -- -- -- -- -- -- -- -- (4,378) (4,378)
Net loss........ -- -- -- -- -- -- -- -- (128,993) (128,993)
-------- ------- -------- -------- -------- ------- ------ ---------- ----------- ----------
Balance at
November 30,
1994........... 420,700 95,800 186,250 100,000 498,900 623,091 6,231 7,327,046 (4,469,549) 4,165,378
Accretion of
redeemable
preferred
stock.......... -- -- 4,375 -- -- -- -- (4,375) -- --
Redemption of
Series E
preferred
stock.......... -- -- (62,500) -- -- -- -- -- -- (62,500)
Payment of
accrued
dividends...... -- -- (30,625) -- -- -- -- -- -- (30,625)
Issuance of
stock.......... -- -- -- -- -- 32,682 327 34,393 -- 34,720
Net loss........ -- -- -- -- -- -- -- -- (195,195) (195,195)
-------- ------- -------- -------- -------- ------- ------ ---------- ----------- ----------
Balance at
November 30,
1995........... 420,700 95,800 97,500 100,000 498,900 655,773 6,558 7,357,064 (4,664,744) 3,911,778
Redemption of
Series E
preferred
stock.......... -- -- (97,500) -- -- -- -- -- -- (97,500)
Cumulative
effect of
currency
translation.... -- -- -- -- -- -- -- -- 41,536 41,536
Net income...... -- -- -- -- -- -- -- -- 2,816,104 2,816,104
-------- ------- -------- -------- -------- ------- ------ ---------- ----------- ----------
Balance at
November 30,
1996........... $420,700 $95,800 $ -- $100,000 $498,900 655,773 $6,558 $7,357,064 $(1,807,104) $6,671,918
======== ======= ======== ======== ======== ======= ====== ========== =========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-18
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)...................... $ (128,993) $ (195,195) $ 2,816,104
Adjustments to reconcile net income
(loss) to net cash from operating
activities:
Depreciation and amortization of fixed
assets............................... 1,233,267 1,265,934 1,100,320
Amortization of intangible assets..... 641,309 712,348 1,062,406
(Gain) loss on sales of fixed assets.. 18,359 (130,913) (269,654)
Deferred income tax benefit........... -- -- (1,370,557)
Change in deferred revenue............ 184,220 237,306 1,455,013
Changes in operating assets and
liabilities:
Accounts receivable.................. (962,523) (2,516,952) (486,162)
Notes receivable from contracts...... (519,155) 11,000 (1,052,838)
Prepaid expenses, deposits and other
assets.............................. (433,963) (192,666) (660,870)
Accounts payable and accrued
expenses............................ 679,233 3,389,540 2,003,427
Deferred rent and other long-term
liabilities......................... (10,407) 87,490 (36,914)
----------- ----------- -----------
Net cash provided by operating
activities......................... 701,347 2,667,892 4,560,275
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of fixed assets..... 172,747 565,510 862,980
Purchases of fixed assets.............. (445,967) (615,117) (1,134,910)
Software development costs............. -- (203,529) --
Redemption of investment in affiliate.. -- 100,000 --
Acquisitions of chauffeured vehicle
service companies, net of cash
acquired.............................. (114,521) (3,949,393) (1,730,232)
----------- ----------- -----------
Net cash used in investing
activities......................... (387,741) (4,102,529) (2,002,162)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds upon sale of notes receivable
from independent operators............ 378,733 1,493,399 733,793
Principal payments under capital lease
obligations........................... (384,181) (436,169) (243,485)
Preferred stock dividends.............. (30,628) (30,625) --
Payment of notes payable............... (2,277,466) (2,658,521) (3,867,747)
Proceeds from notes payable............ 1,119,515 3,106,808 2,232,443
Issuance of common stock............... -- 34,720 --
Redemption of Series E preferred
stock................................. (62,500) (62,500) (97,500)
----------- ----------- -----------
Net cash provided by (used in)
financing activities............... (1,256,527) 1,447,112 (1,242,496)
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents............................ (942,921) 12,475 1,315,617
Cash and cash equivalents at beginning
of year................................ 2,369,105 1,426,184 1,438,659
----------- ----------- -----------
Cash and cash equivalents at end of
year................................... $ 1,426,184 $ 1,438,659 $ 2,754,276
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-19
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND AND ORGANIZATION

General

Carey International, Inc. (the "Company") is one of the world's largest
chauffeured vehicle service companies, providing services through a worldwide
network of owned and operated companies, licensees and affiliates serving 420
cities in 65 countries. The Company owns and operates service providers in the
form of wholly-owned subsidiaries in the following cities: New York (Carey
Limousine N.Y., Inc.), San Francisco (Carey Limousine SF, Inc.), Los Angeles
(Carey Limousine L.A., Inc.), London (Carey UK Limited), Washington, D.C.
(Carey Limousine D.C., Inc.), South Florida (Carey Limousine Florida, Inc.)
and Philadelphia (Carey Limousine Corporation, Inc.). In addition, the Company
generates revenues from licensing the "Carey" name, and from providing central
reservations, billing, sales and marketing services to its licensees. The
Company's worldwide network also includes affiliates in locations in which the
Company has neither owned and operated locations nor licensees.

Acquisitions and franchises

The Company is engaged in a program of acquiring chauffeured vehicle service
businesses, including licensees operating under the Carey name and trademark.
These acquisitions are accounted for as purchases. The carrying value of the
assets acquired is determined by the negotiated purchase price. In addition to
acquiring licensees operating under the Carey name, the Company has acquired
chauffeured vehicle service businesses in cities in which the Company
operates. In 1995, these acquisitions included chauffeured vehicle service
companies operating in Washington, D.C., Miami, West Palm Beach and San
Francisco. In 1996, the Company acquired a chauffeured vehicle service company
in London, England.

Reverse Stock Split

On February 25, 1997, the Board of Directors authorized management of the
Company to file a Registration Statement with the Securities and Exchange
Commission permitting the Company to sell shares of its common stock in an
initial public offering (the "IPO"). The Board of Directors, at the same
meeting and subject to stockholder approval, authorized a reverse stock split
of approximately one-for-2.3255 of the outstanding shares of the Company's
common stock. A majority of the Company's stockholders have approved the
reverse stock split. All references to common stock, options, warrants and per
share data have been restated to give effect to the reverse stock split. The
Board of Directors also authorized a Recapitalization (see Note 18) on
February 25, 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements include the financial statements of
the Company and its subsidiaries. All significant intercompany balances and
transactions have been eliminated.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with original maturities of
three months or less to be cash equivalents.

F-20
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Notes receivable from contracts

An important component of the Company's operating strategy involves the
preferred use of non-employee independent operators chauffeuring their own
vehicles rather than employee chauffeurs operating Company-owned vehicles.

Each independent operator enters into an agreement with the Company to
provide prompt and courteous service to the Company's customers with a
properly maintained, late model vehicle which he or she owns and for which he
or she pays all of the maintenance and operating expenses, including gasoline.
The Company, under the independent operator agreement, agrees to bill and
collect all revenues and remit to the independent operator 60% to 65% of
revenues, as defined in the agreement. Each new operator agrees to pay a one-
time fee generally ranging from $30,000 to $45,000 to the Company under the
terms of the independent operator agreement. Through 1996, the term of the
independent operator agreement generally ranged from 10 years to perpetuity.
(See "Revenue recognition").

The Company typically receives a promissory note from the independent
operator as payment for the one-time fee due under the terms of the Standard
Independent Operator Agreement (see Note 4) and records the note in notes
receivable from contracts. The notes evidencing such financing generally were
sold on a non-recourse basis by the Company to third party finance companies
(see Note 11) in exchange for cash and promissory notes. Since September 1996,
the Company has ceased selling notes to third parties. Such promissory notes
due from finance companies have also been recorded in notes receivable from
contracts in the consolidated balance sheets.

Concentration of credit risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash
equivalents, accounts receivable and notes receivable from contracts. The
Company maintains its cash and cash equivalents with various financial
institutions. In order to limit exposure to any one institution, the Company's
cash equivalents are composed mainly of overnight repurchase agreements
collateralized by U.S. Government securities. Accounts receivable are
generally diversified due to the large number of entities comprising the
Company's customer base and their dispersion across many different industries
and geographies. The Company performs ongoing credit evaluations of its
customers, and may require credit card documentation or prepayment of selected
transactions. Notes receivable from contracts are also geographically
dispersed and are supported by the underlying base of revenue serviced by each
respective independent operator (see Notes 4 and 11). The Company performs
ongoing evaluations of each independent operator's productivity and payment
capacity and has utilized third-party financing to reduce credit exposure.

Fixed assets

Furniture, equipment, vehicles, leasehold improvements and land and building
are stated at cost. Equipment under capital leases is stated at the lower of
the present value of minimum lease payments or the fair market value at the
inception of the lease. Depreciation on furniture, equipment, vehicles and
leasehold improvements is calculated on the straight-line method over the
estimated useful lives of the assets, generally three to five years. The
building owned by the Company is depreciated over 40 years on a straight-line
basis. Sales and retirements of fixed assets are recorded by removing the cost
and accumulated depreciation from the accounts. Gains or losses on sales and
retirements of property are reflected in results of operations.

Intangible assets

Effective September 1, 1991, the Company acquired the Carey name and
trademark and the contract rights to all royalty fee payments by various Carey
licensees for a purchase price of $7 million. These assets are held by Carey
Licensing, Inc. and are being amortized over 40 years.

F-21
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company has acquired chauffeured vehicle service companies, all of which
have been accounted for as purchases. For each business acquired which is a
licensee of the Company, the excess of cost over the fair market value of the
net assets acquired is allocated to franchise rights in the consolidated
balance sheet. With respect to acquired businesses which are not licensees of
the Company, the excess of cost over the net assets acquired is allocated to
goodwill. Additional purchase price attributable to the operating performance
of the acquired entities is recorded as goodwill or franchise rights when
determined (see Note 13). Goodwill and franchise rights are amortized over 30
years using the straight-line method. Such amortization is included in
selling, general and administrative expense in the consolidated statement of
operations. The Company evaluates the recoverability of its intangible assets
based on estimated undiscounted cash flows over the lesser of the remaining
amortization periods or calculated lives, giving consideration to revenue
expected to be realized. This determination is based on an evaluation of such
factors as the occurrence of a significant change in the environment in which
the business operates or the expected future net cash flows (undiscounted and
without interest). There have been no adjustments to the carrying value of
intangible assets resulting from this evaluation.

Revenue recognition

Chauffeured vehicle services--The Company's principal source of revenue is
from chauffeured vehicle services provided by its operating subsidiaries. Such
revenue, net of discounts, is recorded when such services are provided. The
Company, through the Carey International Reservation System ("CIRS"), has a
central reservation system capable of booking reservations on behalf of its
licensees and affiliates. Under most circumstances, central reservations are
billed by the Company to the customer when the Company receives a service
invoice from the licensee or affiliate that provided the service. At such
time, the Company also records the gross revenue for the transaction.

Fees from licensees--The Company charges an initial license fee under its
domestic license agreement and records the fee as revenue on signing of the
agreement. The Company also charges its domestic licensees monthly franchise
and marketing fees equal to stated percentages of monthly revenues, as defined
in the licensing agreement. Monthly fees to domestic licensees are generally
less than 10% of the licensee's monthly revenues. The Company records such
fees as revenues as they are charged to the licensees.

International licensees and the Company's domestic and international
affiliates historically have not paid fees to the Company, but have instead
given a discount on business referred to them through CIRS. Such discounts
reduce the amount of service invoices to the Company from such licensees and
affiliates for services provided to customers whose reservations have been
booked and invoiced centrally by the Company.

Independent operator fees--The Company enters into contracts with
independent operators ("Standard Independent Operator Agreements") to provide
chauffeured vehicle services exclusively to the Company's customers. When
independent operator agreements are executed, the Company defers revenue equal
to the amount of the one-time fees and recognizes the fees as revenue over the
terms of the contracts or over 20 years for perpetual contracts. Upon
termination of an independent operator agreement, the remaining deferred
revenue associated with the specific contract, less any amounts due from the
independent operator deemed uncollectible, is recognized as revenue.

Income taxes

The provision for income taxes includes income taxes currently payable and
the change during the year in the net deferred tax liabilities or assets.
Deferred income tax liabilities and assets are determined based on the
differences between the financial statement and tax bases of liabilities and
assets using enacted tax rates in effect for the year in which the differences
are expected to reverse. A valuation allowance is provided to reduce the net
deferred tax asset, if any, to a level which, more likely than not, will be
realized.

F-22
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Pro forma net income per common share

Consistent with Staff Accounting Bulletin 1B-2, the Company has recalculated
historical weighted average common shares outstanding and net income per
common share to give effect to the following matters pursuant to the
Recapitalization (see Note 18). The recalculated net income per common share
is determined by (i) adjusting net income available to common shareholders to
reflect the elimination in interest expense, net of taxes, resulting from the
conversion of $4,867,546 of subordinated debt into common stock and (ii)
increasing the weighted average common shares outstanding by the number of
common shares resulting from the conversion of such debt, as well as the
partial conversion of the Series A and G Preferred Stock.

Stock-based compensation

In October 1995, the Financial Accounting Standards Boards issued Statement
of Financial Accounting Standards No. 123 ("SFAS 123") Accounting for Stock-
Based Compensation, which is effective for the Company's financial statements
for fiscal years beginning after December 15, 1995. SFAS 123 allows companies
to either account for stock-based compensation under the new provisions of
SFAS 123 or under the provisions of Accounting Principles Board Opinion No. 25
("APB 25"), Accounting for Stock Issued to Employees. The Company will
continue to apply the provisions of APB 25 and provide pro forma disclosure in
the notes to the financial statements.

Foreign operations

The Consolidated Balance Sheets include foreign assets and liabilities of
$3.7 million and $2.7 million as of November 30, 1996. The net effects of
foreign currency transactions reflected in income were immaterial. Assets and
liabilities of the Company's foreign operations are translated into United
States dollars using exchange rates in effect at the balance sheet date and
results of operations items are translated using the average exchange rate
prevailing throughout the period.

Reclassifications

Certain accounts in 1994 and 1995 have been reclassified to conform with the
1996 presentation.

3. FEES FROM LICENSEES

The total of all domestic license fees, franchise fees and marketing fees
earned in each of 1994, 1995 and 1996 was $1,466,588, $1,228,472 and
$2,180,540, respectively. Amounts due from licensees of $46,520 and $143,041
at November 30, 1995 and 1996, respectively, are included in accounts
receivable in the consolidated balance sheets of the Company.

4. TRANSACTIONS WITH INDEPENDENT OPERATORS

The Company recorded approximately $1,153,000, $1,130,000 and $2,371,000 in
1994, 1995 and 1996, respectively, as deferred revenue relating to fees from
new agreements with independent operators. Amounts of deferred revenue
recognized as revenues in 1994, 1995 and 1996 amounted to approximately
$969,000, $889,000 and $936,000, respectively.

Notes receivable from contracts include approximately $305,000 and $917,000
at November 30, 1995 and 1996, respectively, for amounts due from independent
operators and approximately $548,000 and $255,000 at November 30, 1995 and
1996, respectively, for amounts due from a related party financing company
(see Note 11).

F-23
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In the normal course of business, the Company's independent operators are
responsible for financing their own vehicles through third parties. From time
to time, the Company has arranged lease and purchase financing for certain
vehicles and has in turn leased back such vehicles to independent operators on
terms and conditions similar to those under which the Company is obligated (see
Note 5).

5. FIXED ASSETS

Fixed assets consist of the following:
<TABLE>
<CAPTION>
NOVEMBER 30,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Vehicles.............................................. $2,692,079 $2,337,947
Equipment............................................. 1,699,803 2,200,094
Furniture............................................. 319,597 525,202
Leasehold improvements................................ 252,366 404,888
Land and building..................................... -- 529,634
---------- ----------
4,963,845 5,997,765
Less accumulated depreciation and amortization........ 2,778,774 2,618,519
---------- ----------
Net fixed assets...................................... $2,185,071 $3,379,246
========== ==========
</TABLE>

The Company is obligated under various vehicle and equipment capital leases.
Vehicles and equipment under capital leases included in fixed assets are as
follows:

<TABLE>
<CAPTION>
NOVEMBER 30,
-------------------
1995 1996
-------- ----------
<S> <C> <C>
Equipment............................................... $444,983 $1,048,633
Vehicles................................................ 352,796 621,420
-------- ----------
797,779 1,670,053
Less accumulated amortization........................... 536,713 561,871
-------- ----------
$261,066 $1,108,182
======== ==========
</TABLE>

6. NOTES PAYABLE

Notes payable consist of the following:
<TABLE>
<CAPTION>
NOVEMBER 30,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Bank revolving credit/term loan dated April 13, 1995,
modified December 1, 1996. Collateralized by accounts
receivable of the Company and the pledge of common
stock of the Company's U.S. subsidiaries. Interest only
payable until June 30, 1996; beginning July 1, 1996,
quarterly principal payments are required in an amount
sufficient to amortize the outstanding balance over a
four-year period. Interest is payable monthly at a
floating rate based on the Wall Street Journal prime
plus 1.25% (9.5% at November 30, 1996). This loan is
guaranteed by the Chairman of the Board and the
President of the Company............................... $4,500,000 $3,937,500
Note payable dated September 1, 1991, at an annual rate
of interest of 7.74%, collateralized by the assets of
Carey Licensing, Inc. Pursuant to an agreement with the
lender effective November 30, 1996, principal payments
of $220,000 are due quarterly from December 31, 1996
through December 31, 1997 and a final principal payment
of $240,000 is due March 1, 1998....................... 2,220,000 1,340,000
</TABLE>

F-24
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
NOVEMBER 30,
-------------------
1995 1996
--------- ---------
<S> <C> <C>
Bank line of credit of $1,000,000, dated October 17, 1994,
and collateralized by accounts receivable of Carey NY and
an assignment of license agreement between the Parent and
Carey NY; due April 30, 1997. Interest is payable monthly
at a variable interest rate of .75% above the bank's
prime rate (9.0% at November 30, 1996)................... 990,000 990,000
Various installment notes payable, with interest rates
ranging from 9% to 14.5%, collateralized by certain
vehicles and equipment of the Company's subsidiaries;
principal and interest are payable monthly over 36-month
terms.................................................... 693,002 254,279
Installment notes payable to sellers under acquisition
agreements dated various dates from June 30, 1994 to
September 8, 1995. Interest rates range from 7.5% to
8.5%. Interest is generally payable monthly. Principal is
payable in varying installments.......................... 2,339,418 1,305,574
Convertible note payable to seller under acquisition
agreement dated September 30, 1993 at an annual rate of
7.5%, interest payable quarterly; principal due in two
equal annual installments of $116,667 on January 2, 1996
and 1997. The note was repaid in January 1997............ 233,333 116,666
Bank line of credit of $200,000, dated October 31, 1995 at
a variable interest rate (10% at November 30, 1995),
collateralized by accounts receivable of Carey DC. This
facility was refinanced by a term loan with the same bank
on March 1, 1996......................................... 200,000 --
Amount payable to a seller under acquisition agreement
dated January 1, 1995. Due 30 days after receipt of an
audit of the predecessor company. Amount of the payment
is subject to reduction based on the results of the
audit. The audit has been completed and the amount was
subsequently reduced in 1996 to $210,821 and has been
repaid................................................... 250,000 --
Note payable to bank, dated September 30, 1995, payable in
monthly installments of $4,167 plus interest. Interest
rate is variable at bank's prime plus 1% (10.0% at
November 30, 1996)....................................... 241,667 191,717
Note payable to bank, dated August 30, 1993,
collateralized by accounts receivable, fixed assets and
intangible assets of Carey DC; monthly payments of $9,401
for principal and interest through August 31, 1996.
Interest rate is fixed at 8%. This note was refinanced on
March 1, 1996 by a term loan with the same bank.......... 90,631 --
Note payable to bank dated October 17, 1994,
collateralized by accounts receivable and fixed assets of
Carey NY. Principal and interest payments of $2,848 are
payable monthly. Remaining balance is due October 17,
1999. Interest rate is fixed at 9.25%.................... 189,401 149,001
Bank line of credit of $750,000, dated February 26, 1996
collateralized by accounts receivable of Carey Licensing,
Inc.; due March 31, 1997. Interest is payable monthly at
1% above the Wall Street Journal's "Prime Rate" (9.25% at
November 30, 1996)....................................... -- 750,000
Bank line of credit of $200,000, dated February 26, 1996,
collateralized by accounts receivable of Carey FLA.; due
March 31, 1997. Interest is payable monthly at 1% above
Wall Street Journal's "Prime Rate" (9.25% at November 30,
1996).................................................... -- 200,000
Note payable to bank, dated March 1, 1996, collateralized
by accounts receivable of Carey DC. Monthly payments of
$12,735 of principal and interest through March 1, 2001.
Interest is payable monthly at .5% above the bank's Prime
Rate (9.5% at November 30, 1996)......................... -- 662,053
</TABLE>

F-25
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
NOVEMBER 30,
----------------------
1995 1996
----------- ----------
<S> <C> <C>
Note payable to bank, dated May 10, 1996, collateralized
by the land and building held by Carey DC; monthly
payments of $3,863 of principal and interest are due
through April 10, 2001 and a balloon payment of
$375,468 on May 10, 2001. Interest fixed at 8.75%...... -- 423,179
----------- ----------
Total notes payable..................................... 11,947,452 10,319,969
Less current installments............................... 4,585,703 5,131,227
----------- ----------
Long-term portion....................................... $ 7,361,749 $5,188,742
=========== ==========
Subordinated notes payable consist of the following:

Subordinated convertible note dated September 1, 1991,
with the principal of $2,000,000 due on August 30,
2000; interest payable quarterly at a fixed rate of
7.74%. After September 1, 1992, this debt is
convertible into shares of common stock of the Company
at the discretion of the holder at a conversion price
of $6.14. A warrant for the purchase of 86,003 shares
of common stock of the Company was issued in connection
with the note. The warrant is exercisable immediately,
expires at the earlier of the third anniversary of an
initial public offering or November 30, 2001, and has
an exercise price of $6.14 per share. The note contains
certain antidilutive provisions which lower its
conversion price in the event dilutive securities are
subsequently issued by the Company at prices below the
note's conversion price. The warrant has not been
exercised. The terms of the agreement have been
modified as part of the Recapitalization (see Notes 15
and 18)................................................ $ 2,000,000 $2,000,000
Subordinated note dated July 30, 1992; interest only
payable quarterly until September 30, 1995. The
interest rate is fixed at 12%. Principal of $220,000
was paid on September 30, 1995. Pursuant to an
agreement with the lender dated November 30, 1996, no
further payments of principal are due until June 30,
1997, when $220,000 is due. Thereafter, quarterly
principal payments of $220,000 are due until March 31,
1998. On June 30, 1998, the loan balance of $2,240,000
is due. A warrant for the purchase of 616,544 shares of
Class A common stock or common stock was issued, in
connection with the note. The warrant is exercisable
immediately, has an exercise price of $6.14 per share
and expires at the earlier of the fifth anniversary of
the repayment of the note in full or July 30, 2000. The
warrant contains certain antidilutive provisions which
lower the exercise price in the event dilutive
securities are subsequently issued by the Company at
prices below the warrant exercise price. The warrant
has not been exercised. The terms of the agreement have
been modified as part of the Recapitalization (see Note
18).................................................... 3,780,000 3,780,000
Convertible note payable to seller under acquisition
agreement, dated September 30, 1992; interest payable
quarterly at a fixed rate of 7.74%. The note was repaid
in September, 1996. ................................... 100,000 --
----------- ----------
Total subordinated notes payable........................ 5,880,000 5,780,000
Less current installments............................... 100,000 440,000
----------- ----------
Subordinated notes payable, excluding current install-
ments.................................................. $ 5,780,000 $5,340,000
=========== ==========
</TABLE>

F-26
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Future annual principal payments on all notes payable at November 30, 1996 are
as follows:

<TABLE>
<CAPTION>
EAR ENDING NOVEMBER 30:Y
- ------------------------
<S> <C>
1997............................................................ $ 5,571,227
1998............................................................ 5,622,403
1999............................................................ 1,486,254
2000............................................................ 881,183
2001 and thereafter............................................. 2,538,902
-----------
$16,099,969
===========
</TABLE>

Certain loan agreements, principally the Company's line of credit agreement,
contain restrictive covenants which include financial ratios related to
working capital, debt service coverage, debt to net worth and maintenance of a
minimum tangible net worth, and submission of audited financial statements,
prepared in accordance with generally accepted accounting principles, within
120 days after the end of the fiscal year. Additionally, these covenants
restrict the Company's capital expenditures and prohibit the payment of
dividends on the Company's common and preferred stock, except for the Series E
preferred stock. The Company did not meet certain covenants related to the
timely submission of financial statements, working capital, debt to net worth
and maintenance of a minimum tangible net worth at November 30, 1996. The
Company obtained waivers for compliance with these covenants through and
including November 30, 1996.

The carrying value of notes payable approximates the current value of the
notes payable at November 30, 1996. (See Note 17 for discussions of the fair
value for the subordinated debt). Interest paid during the years ended
November 30, 1994, 1995, and 1996 was approximately $1,358,000, $1,662,000 and
$1,682,000, respectively.

7. LEASES

The Company has several noncancelable operating leases, primarily for office
space and equipment, that expire over the next five years. Certain of the
Company's facilities are under operating leases which provide for rent
adjustments based on increases of defined indexes, such as the Consumer Price
Index. These agreements also typically include renewal options.

F-27

<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases and the
present value of future minimum capital lease payments as of November 30, 1996
are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
YEAR ENDING NOVEMBER 30 LEASES LEASES
----------------------- -------- ----------
<S> <C> <C>
1997................................................... $233,778 $1,395,093
1998................................................... 171,653 1,277,009
1999................................................... 155,984 662,698
2000................................................... 155,984 245,746
2001................................................... 138,659 219,128
Thereafter............................................. 138,169 --
-------- ----------
Total minimum lease payments........................... 994,227 $3,799,674
==========
Less estimated executory costs......................... 5,189
--------
989,038
Less amount representing interest (at rates ranging
from 9% to 12%)....................................... 126,784
--------
Present value of net minimum capital lease payments.... 862,254
Less current portion of obligations under capital
lease................................................. 199,224
--------
Obligations under capital leases, excluding current
portion............................................... $663,030
========
</TABLE>

During the years ended November 30, 1994, 1995 and 1996 the Company
recognized $1,004,818, $508,724 and $252,355, respectively, of sublease rental
revenue under vehicle sublease arrangements with independent operators and
others.

During the years ended November 30, 1994, 1995 and 1996, the Company entered
into capital lease obligations of $79,414, $346,666 and $810,993,
respectively, related to the acquisition of vehicles and equipment.

Total rental expense for operating leases in 1994, 1995 and 1996 was
$1,023,372, $1,314,301 and $2,203,490, respectively.

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses is composed of the following:

<TABLE>
<CAPTION>
NOVEMBER 30,
----------------------
1995 1996
---------- -----------
<S> <C> <C>
Trade accounts payable............................... $5,222,306 $ 5,341,834
Accrued expenses and other liabilities............... 2,332,681 4,570,975
Gratuities payable................................... 445,985 458,801
Accrued offering costs............................... -- 825,339
---------- -----------
$8,000,972 $11,196,949
========== ===========
</TABLE>

F-28
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. INCOME TAXES

The provision (benefit) for income taxes is composed of the following:

<TABLE>
<CAPTION>
NOVEMBER 30,
---------------------------
1994 1995 1996
------- ------- -----------
<S> <C> <C> <C>
Federal:
Current...................................... $14,000 $15,000 $ 1,043,689
Deferred..................................... -- -- (1,220,799)
------- ------- -----------
14,000 15,000 (177,110)
------- ------- -----------
State and local:
Current...................................... 5,000 10,000 78,251
Deferred..................................... -- -- (149,758)
------- ------- -----------
5,000 10,000 (71,507)
------- ------- -----------
Foreign:
Current...................................... -- -- 144,371
------- ------- -----------
Total income tax provision (benefit)........... $19,000 $25,000 $ (104,246)
======= ======= ===========
</TABLE>

The Company's tax provision (benefit) for the years ended November 30, 1994,
1995 and 1996, respectively, differs from the statutory rate for federal
income taxes as a result of the tax effect of the following factors:

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
------------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Statutory rate.......... 34.0% 34.0% 34.0%
State income tax, net of
federal benefit........ (2.8) (2.4) (3.5)
Goodwill amortization... (13.0) (13.0) .8
Non-deductible life
insurance.............. (9.9) (23.8) .4
Meals and entertainment
expenses............... (12.2) (36.5) 1.5
Valuation allowance..... (13.4) 28.1 (38.5)
Other................... -- (1.1) 1.5
-------- -------- --------
(17.3)% (14.7)% (3.8)%
======== ======== ========
</TABLE>

The source and tax effects of temporary differences are composed of the
following:

<TABLE>
<CAPTION>
NOVEMBER 30,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
Allowance for bad debts............................ $ 108,000 $ 176,000
Net operating loss carryforward.................... 266,000 --
Deferred revenue................................... 1,701,000 2,040,000
Deferred state taxes and other..................... 425,000 558,000
----------- -----------
Gross deferred tax asset........................... 2,500,000 2,774,000
Valuation allowance................................ (1,499,000) --
----------- -----------
1,001,000 2,774,000
----------- -----------
Amortization of intangible assets.................. (951,000) (1,350,000)
Other.............................................. (50,000) (53,000)
----------- -----------
Gross deferred tax liability....................... (1,001,000) (1,403,000)
----------- -----------
Net deferred tax asset............................. $ -- $ 1,371,000
=========== ===========
</TABLE>

F-29
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A valuation allowance was provided in 1994 and 1995 to reduce the net
deferred tax asset to $0. In the fourth quarter of 1996, the Company concluded
that it was more likely than not that the net deferred tax asset would be
realized and therefore recorded a deferred tax benefit from the reversal of
the valuation allowance of $1,499,000.

Income taxes paid during the years ended November 30, 1994, 1995 and 1996
amounted to $0, $10,375 and $210,437, respectively.

10. PREFERRED STOCK

The Company has the following series of preferred stock:

<TABLE>
<CAPTION>
NOVEMBER 30,
---------------------
1995 1996
---------- ----------
<S> <C> <C>
Series A, par value $10.00, authorized 43,000 shares,
issued and outstanding 42,070 shares (liquidation
preference of $4,207,000 and non-cumulative
dividends of $7.00 per share per annum when declared
by the Board of Directors).......................... $ 420,700 $ 420,700
Series B, par value $10.00, authorized 10,000 shares,
issued and outstanding 9,580 shares (liquidation
preference of $958,000 and non-cumulative dividends
of $5.00 per share per annum when declared by the
Board of Directors)................................. 95,800 95,800
Series E, par value $10.00, authorized 50 shares,
issued and outstanding 12.5 shares at November 30,
1995 (liquidation preference of $97,500)............ 97,500 --
Series F, par value $10.00, authorized 10,000 shares,
issued and outstanding 10,000 shares (liquidation
preference of $1,000,000 and non-cumulative
dividends of $5.00 per share per annum when declared
by the Board of Directors).......................... 100,000 100,000
Series G, par value $10.00, authorized 110,000
shares, issued and outstanding 49,890 shares
(liquidation preference of $4,989,900 and non-
cumulative dividends of $5.00 per share per annum
when declared by the Board of Directors)............ 498,900 498,900
---------- ----------
$1,212,900 $1,115,400
========== ==========
</TABLE>

At the option of preferred stockholders or upon the closing of an
underwritten public offering yielding net proceeds to the Company of at least
$10,000,000 and having an offering price of at least $14.81 per share, each
share of Series B, F and G preferred stock is convertible into the number of
shares of common stock equal to 500, 100 and 100 divided by the conversion
price, respectively. The conversion price as of November 30, 1996 was $7.216,
$7.406 and $7.406 for Series B, F and G preferred stock, respectively. The
Company has reserved 663,759, 135,025 and 633,393 shares of common stock,
respectively, for conversion of the Series B, F, and G preferred stock.
Antidilutive provisions lower the conversion price if certain securities are
issued by the Company at a price below the respective conversion prices then
in effect. The Company must redeem, on a pro rata basis, the outstanding
shares of Series A preferred stock plus for $100 per share any declared and
unpaid dividends upon the completion of an initial public offering yielding
net proceeds to the Company of at least $10,000,000. Series A, B and G
preferred stock have voting rights and Series F preferred stock is non-voting,
except under certain circumstances. (See Note 18 for discussion of the
Recapitalization, pursuant to which all of the preferred stock will be
redeemed or converted into common stock.)

F-30
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. RELATED-PARTY TRANSACTIONS

The Company has invested $750,000 in non-voting redeemable preferred stock
of a privately-held finance company formed for the purpose of providing
financing to the chauffeured vehicle services industry. This entity provides
financing to the Company's independent operators, without recourse to the
Company, for both automobiles and amounts due under independent operator
agreements. The Company sold $378,733, $1,762,345 and $1,015,897 of
independent operator notes receivable to this related-party finance company
for cash of $378,733, $1,290,899 and $733,793 and demand promissory notes of
$0, $471,446 and $282,104 in 1994, 1995 and 1996, respectively. The unpaid
balances of the promissory notes were $547,930 and $255,664 at November 30,
1995 and 1996, respectively, and are included in notes receivable from
contracts. These promissory notes are due on demand and, generally, monthly
principal payments are received by the Company. These notes generally bear
interest rates of 7%.

It is not practicable to estimate the fair value of the preferred stock
investment in a privately-held company. As a result, the Company's investment
in the privately-held finance company noted above is carried at its original
cost (less redemptions) of $750,000. At April 30, 1996, the total assets
reported by the privately-held company were $10,502,234 and stockholders'
equity was $1,108,448, revenues were $1,088,720 and net income was $96,681.

Pursuant to a stock ownership agreement between the common stockholders of
the related-party finance company and the Company, the Company has an option
to purchase all of the outstanding common stock of the affiliate at $12,500
per common share or market value, if higher. The option is not exercisable
until April 15, 1998.

A guarantee fee of $45,000 has been paid to both the Chairman of the Board
and the President of the Company for guaranteeing certain indebtedness (see
Note 6).

12. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to various legal
actions which are not material to the financial position, results of
operations or cash flows of the Company.

The Company, certain of the Company's subsidiaries and certain officers and
directors of the Company were named in a civil action filed on May 15, 1996 in
the United States District Court for the Eastern District of Pennsylvania
entitled "Felix v. Carey International, Inc., et al." The plaintiff's
complaint, which purports to be a class action, alleges that the plaintiff and
others similarly situated suffered monetary damages as a result of
misrepresentations by the various defendants in their use of a surface
transportation billing charge. The plaintiff seeks damages in excess of $1
million on behalf of the class for each of the counts in the complaint
including fraud, negligent misrepresentation and violations of the Racketeer
Influenced and Corrupt Organizations law of 1970, which permits the recovery
of treble damages and attorneys' fees. A class has not yet been certified in
this case. The Company filed a motion to dismiss that was denied, and
subsequently has filed an answer denying any liability in connection with this
complaint. The Company has agreed to indemnify and defend its officers and
directors who were named as defendants in the case, subject to conditions
imposed by applicable law. The Company has reached a tentative settlement with
the plaintiff and plaintiff's counsel, which is subject to court approval and
acceptance by the proposed class. The Company does not believe that this
litigation will have a material adverse effect on the financial condition,
results of operations or cash flows of the Company.

13. ACQUISITIONS

In December 1994, the Company acquired certain assets and liabilities of a
chauffeured vehicle service company in Boca Raton, Florida and consolidated
the operations within its existing operations in West Palm Beach.
Subsequently, the Company acquired an additional chauffeured vehicle service
company in Boca Raton

F-31
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(in August 1995) and the Carey licensee in Fort Lauderdale--Miami (in April
1995) and consolidated the two additional businesses into the Carey South
Florida operations.

In January 1995, the Company acquired certain assets and liabilities of the
Carey licensee in San Francisco, California ("Carey SF"). Subsequently, the
Company acquired the business of two additional chauffeured service companies
(in May and August 1995) and combined the acquired operations with those of
Carey SF.

In April 1995, the Company acquired certain assets and liabilities of a
chauffeured vehicle service company in the Washington, DC area and combined
the acquired operations with those of Carey Limousine D.C., Inc.

In February 1996, the Company acquired the common stock of a chauffeured
vehicle service company in London, England for approximately $1,500,000. The
acquisition was financed through the incurrence of $950,000 in debt and a
payment of $550,000. Additional contingent consideration of up to $1,000,000
may be payable with respect to each of the two years ending February 28, 1998
based on the level of revenues referred to the acquired company by the seller.
As of November 30, 1996, the Company has paid $278,304 in contingent
consideration in the acquisition of the London company. In addition, the
Company is required to pay a standard commission to the seller of the acquired
chauffeured vehicle service company for business referral, which will be
expensed as incurred.

All acquisitions have been accounted for as purchases. The net assets
acquired and results of operations have been included in the financial
statements as of and from, respectively, the effective dates of the
acquisitions. The total consideration was allocated to the assets acquired
based upon their estimated fair values with any remaining consideration
allocated to either franchise rights or goodwill, as follows:

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------------
1994 1995 1996
------- ---------- ----------
<S> <C> <C> <C>
NET ASSETS PURCHASED
Receivables and other assets.............. $ -- $ -- $ 632,554
Fixed assets.............................. -- 1,703,521 928,377
Franchise rights.......................... -- 1,527,402 89,243
Goodwill.................................. 75,000 4,697,958 447,269
Accounts payable and accrued expenses..... -- -- (367,211)
------- ---------- ----------
Fair value of assets acquired............. $75,000 $7,928,881 $1,730,232
======= ========== ==========
CONSIDERATION
Cash (exclusive of $223,695 cash acquired
in 1996)................................. $75,000 $3,633,620 $1,730,232
Capital leases assumed related to vehicle
acquisitions............................. -- 346,666 --
Notes assumed related to vehicle acquisi-
tions.................................... -- 895,571 --
Uncollateralized promissory notes issued
to sellers............................... -- 3,053,024 --
------- ---------- ----------
Total consideration..................... $75,000 $7,928,881 $1,730,232
======= ========== ==========
</TABLE>

Certain of these acquisitions require the payment of contingent
consideration based on percentages of annual net revenue of the acquired
entities over a defined future period. The Company paid $39,521, $315,773 and

F-32
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

$291,755 in the years ended November 30, 1994, 1995 and 1996, respectively, in
contingent consideration and increased goodwill by the same amounts (see Note
2) which is reflected in the table above.

Of the total uncollateralized promissory notes issued to sellers in 1995,
two notes totaling $303,000 were subject to reduction based upon the results
of the acquired entities (see Note 6). The two notes were repaid in 1996 for
approximately $211,000 and the difference of approximately $92,000 reduced by
recorded goodwill.

The unaudited pro forma summary consolidated results of operations assuming
all the acquisitions had occurred for the purposes of the 1995 summary at the
beginning of fiscal 1995, and for the purposes of the 1996 summary at the
beginning of fiscal 1996, are as follows:

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
--------------------------
1995 1996
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue.......................................... $ 51,490,000 $ 60,444,000
Cost of revenue.................................. (35,089,000) (41,304,000)
Other expense, net............................... (16,256,000) (16,570,000)
Benefit (provision) for income taxes............. (58,000) 164,000
------------ ------------
Net income....................................... $ 87,000 $ 2,734,000
============ ============
Net income per common share...................... $ .04 $ 1.13
============ ============
Weighted average common shares outstanding....... 2,387,954 2,422,373
============ ============
</TABLE>

14. 401(K) PLAN

The Company sponsors (but has made no contributions to) a defined
contribution plan established pursuant to Section 401(k) of the Internal
Revenue Code for the benefit of employees of the Company.

15. STOCK OPTION PLANS

On December 1, 1987, the Company established a Stock Option Plan (the "1987
Plan") that included all officers and key employees of the Company, non-
employee directors of the Company, and certain persons retained by the Company
as consultants. In accordance with the 1987 Plan, the Company's Board of
Directors may, from time to time, determine the persons to whom the stock
options are to be granted, the number of shares under option, the option price
and the manner in which payment of the option price shall be made. The 1987
Plan provides for the options to be exercised 25% each year beginning after
the year following the grant. The options are exercisable for a period of ten
years after the grant date. The total number of options authorized under the
1987 Plan is 195,656.

On July 28, 1992, the Company established a Stock Option Plan (the "1992
Plan") that included all officers and key employees of the Company, non-
employee directors of the Company, and certain persons retained by the Company
as consultants. In accordance with the 1992 Plan, the Company's Board of
Directors may, from time to time, determine the persons to whom the stock
options are to be granted, the number of shares under option, the option
price, the time or times during the exercise period at which each such option
will become exercisable, and the manner in which payment of the option price
shall be made. The options are exercisable for a period of ten years after
grant date. The total number of options authorized under the 1992 Plan is
388,647.

F-33
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Stock activity under the 1987 Plan and the 1992 Plan is as follows:

<TABLE>
<CAPTION>
1987 PLAN 1992 PLAN
---------------------- ------------------
OPTION OPTION
PRICE PER PRICE PER
SHARES SHARE SHARES SHARE
------- ------------- ------- ---------
<S> <C> <C> <C> <C>
Balance, December 1, 1993........... 64,502 $ 1.44 384,494 $7.40
Granted............................. -- -- 12,040 7.40
Exercised........................... -- -- -- --
Forfeited........................... -- -- (13,287) --
------- ------------- ------- -----
Balance, November 30, 1994.......... 64,502 1.44 383,247 7.40
Granted............................. -- -- 21,673 7.40
Exercised........................... (32,681) -- -- --
Forfeited........................... (860) -- (60,985) --
------- ------------- ------- -----
Balance, November 30, 1995.......... 30,961 1.44 343,935 7.40
Granted............................. 38,701 4.65 43,578 4.65
Exercised........................... -- --
Forfeited........................... -- (3,011)
------- -------
Balance, November 30, 1996.......... 69,662 $1.44 - $4.65 384,502 $4.65
======= =======
Vested and exercisable at November
30, 1996........................... 43,861 $1.44 - $4.65 341,948 $4.65
======= ============= ======= =====
</TABLE>

In May 1996, the options granted under the 1992 Plan and a warrant to
purchase 86,003 shares of common stock (see Note 6) were repriced to $4.65.
The options and warrant were repriced at the determined fair market value as
of the date of repricing (see Note 18).

On February 25, 1997, the Board of Directors adopted the 1997 Equity
Incentive Plan and the Stock Plan for Non-Employee Directors (see Note 18).

16. REVENUE RECOGNITION METHOD

The Company enters into agreements with independent operators under which
the independent operator contracts to provide chauffeured vehicle services
exclusively to the Company's customers over a contract period pursuant to a
Standard Independent Operator Agreement. Upon signing the Standard Independent
Operator Agreement, the Company is entitled to receive a one-time fee from the
independent operator. Previously, the Company would recognize the one-time fee
as revenue upon signing of the independent operator agreement and when
collection of the fee was reasonably assured. In accordance with APB 20, the
financial statements have been retroactively restated to report such fees as
deferred revenue which are recognized as revenue over the terms of the
contracts (see Note 2). The effect of such restatements was to reduce 1994 and
1995 revenue, results of operations and stockholders' equity by $665,391 and
$1,144,511, respectively (net of income taxes of $0 and $586,680 for 1994 and
1995, respectively).

17. NET INCOME PER COMMON SHARE

Net income per common share, on a historical basis, are as follows:

<TABLE>
<CAPTION>
NOVEMBER 30,
----------------------------------
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
Net income (loss) available to common
shareholders.............................. $ (137,743) $ (199,570) $2,816,104
Weighted average common shares outstand-
ing....................................... 2,392,879 2,387,954 2,422,373
Net income (loss) per common share......... $ (.06) $ (.08) $ 1.16
</TABLE>

F-34
<PAGE>

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Common equivalent shares are included in the per share calculations where
the effect of their inclusion would be dilutive. Common equivalent shares
consist of common shares issuable upon (a) conversion of Series B, F and G
preferred stock and (b) the assumed exercise of outstanding stock options and
warrants. Pursuant to Securities and Exchange Commission Staff Accounting
Bulletin (SAB) No. 83, the common equivalent shares issued by the Company
during the twelve months preceding the anticipated effective date of the
Registration Statement relating to the Company's initial public offering,
using the treasury stock method and an assumed public offering price of $11.00
per share, have been included in the calculation of net income per common
share.

Net income (loss) available to common shareholders is the net income (loss)
for the fiscal year less accretion of dividends on the Series E preferred
stock of $8,750, $4,376 and $0 for 1994, 1995 and 1996, respectively.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" (FAS 128). FAS
128 simplifies the existing earnings per share (EPS) computations under
Accounting Principles Board Opinion No. 15, "Earnings Per Share," revises
disclosure requirements, and increases the comparability of EPS data on an
international basis. In simplifying the EPS computations, the presentation of
primary EPS is replaced with basic EPS, with the principal difference being
that common stock equivalents are not considered in computing basic EPS. In
addition, FAS 128 requires dual presentation of basic diluted EPS. FAS 128 is
effective for financial statements issued for periods ending after December
15, 1997. The Company's pro forma basic EPS under FAS 128 would have been
$4.29 and dilutive EPS under FAS 128 would not differ significantly from the
reported pro forma net income per share.

18. SUBSEQUENT EVENTS

On February 25, 1997, pursuant to an agreement reached in May 1996, the
Board of Directors authorized a recapitalization (the "Recapitalization"),
which will be implemented at the time of the IPO. Under the Recapitalization,
the $2,000,000 subordinated convertible note dated September 1, 1991 and the
$3,780,000 subordinated note dated July 30, 1992 will be converted or
exchanged for 1,046,559 shares of common stock and payment of $912,454. The
Series A preferred stock will be converted in part into 86,003 shares of
common stock and redeemed in part for $2,103,500. All of the Series F
preferred stock and 3,000 shares of the Series G preferred stock will be
redeemed for an aggregate of $1,000,000. The remaining preferred stock will be
converted into 1,427,509 shares of common stock. As a result of the
Recapitalization, preferred stock with a liquidation preference of $11,154,900
and subordinated debt with a principal amount of $5,780,000 will be converted
in part into 2,560,071 shares of common stock and repaid or redeemed in part
for $4,015,952 in cash. All of the cash amounts will be paid out of the
proceeds of the IPO.

On February 25, 1997, the Board of Directors adopted the 1997 Equity
Incentive Plan (the "1997 Plan"). A total of 650,000 shares of common stock
are reserved for issuance under the 1997 Plan. The Board of Directors also
granted options to purchase at the IPO price a total of 411,500 shares of
common stock under the 1997 Plan, such grants to be effective upon the
execution of an underwriting agreement in connection with the IPO.

Also on February 25, 1997, the Board of Directors, subject to stockholder
approval, adopted the Stock Plan for Non-Employee Directors (the "Directors'
Plan"). A total of 100,000 shares of common stock of the Company are reserved
for issuance under the Directors' Plan. Options to purchase at the IPO price a
total of 22,500 shares of common stock will be granted under the Directors'
Plan, such grants to be effective upon the execution of an underwriting
agreement in connection with the IPO.

Also on February 25, 1997, the Board of Directors, approved amendments to
the Company's Certificate of Incorporation increasing the number of authorized
shares of the Company's Common Stock from 9,512,950 to 20,000,000, and
increasing the number of authorized shares of the Company's preferred stock
from 173,050 to 1,000,000.

On March 1, 1997, the Company entered into an agreement to purchase the
stock of Manhattan International Limousine Network Ltd. and an affiliated
company (collectively, "Manhattan Limousine"). Manhattan Limousine is one of
the largest providers of chauffeured vehicle services in the New York
metropolitan area. The Company expects to consummate the acquisition at the
time of the IPO. If the acquisition of Manhattan Limousine is not completed by
June 2, 1997, the Company has agreed to pay additional purchase price in the
amount of $7,500 for each day after such date until the closing of the
acquisition, up to an aggregate of $675,000.

F-35

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders
Manhattan International Limousine Network Ltd. and Affliliate

We have audited the accompanying combined balance sheet of Manhattan
International Limousine Network Ltd. and Affliliate (collectively, the
"Company") as of September 30, 1996, and the related combined statements of
operations and retained earnings (accumulated deficit) and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe our audit provides a reasonable basis for
our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Manhattan
International Limousine Network Ltd. and Affliliate as of September 30, 1996,
and the combined results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.

As discussed in Note 10 to the combined financial statements, the
accompanying combined balance sheet as of September 30, 1996, and the related
combined statement of operations and retained earnings (accumulated deficit)
and cash flows for the year then ended have been restated.

COOPERS & LYBRAND L.L.P.

Washington, D.C.
March 1, 1997, except
for Note 10 as to which
the date is April 22, 1997

F-36
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE
COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30, APRIL 30,
1996 1997
------------- -----------
(UNAUDITED)
ASSETS
<S> <C> <C>
Cash and cash equivalents........................... $ 130,494 $ 77,275
Accounts receivable, net of allowances for doubtful
accounts of $181,000 and $194,000, respectively.... 2,466,134 1,781,923
Receivables from independent operators, current por-
tion............................................... 271,086 368,335
Prepaid expenses and other current assets........... 51,499 51,499
----------- -----------
Total current assets............................. 2,919,213 2,279,032
Fixed assets, net................................... 805,724 644,264
Receivables from independent operators, less current
portion............................................ 7,375,219 7,638,554
Other assets........................................ 1,221,885 1,282,872
----------- -----------
Total assets........................................ $12,322,041 $11,844,722
=========== ===========
<CAPTION>
LIABILITIES
<S> <C> <C>
Current portion of notes payable.................... $ 1,232,457 $ 1,958,293
Accounts payable, trade............................. 1,520,295 1,526,330
Accounts payable, independent operators............. 1,738,072 1,809,248
Accrued expenses.................................... 529,761 456,233
Other current liabilities........................... 240,059 232,002
----------- -----------
Total current liabilities........................ 5,260,644 5,982,106
Notes payable, less current portion................. 4,523,171 3,266,567
Other liabilities................................... 862,875 783,491
Deferred revenue.................................... 6,801,965 6,940,762
Commitments and contingencies
<CAPTION>
STOCKHOLDERS' DEFICIENCY
<S> <C> <C>
MILN common stock, $1 par value, 200 shares autho-
rized, 100 shares issued and outstanding........... 100 100
ILN common stock, $1 par value, 200 shares autho-
rized, 200 shares issued and outstanding........... 1,000 1,000
MILN additional paid-in capital..................... 176,940 176,940
<CAPTION>
Retained earnings (accumulated deficit):
<S> <C> <C>
MILN.............................................. (5,439,073) (5,477,392)
ILN............................................... 134,419 171,148
----------- -----------
Total stockholders' deficiency................... (5,126,614) (5,128,204)
----------- -----------
Total liabilities and stockholders' deficiency... $12,322,041 $11,844,722
=========== ===========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-37
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

COMBINED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
FOR THE SEVEN
FOR THE YEAR ENDED MONTHS ENDED
SEPTEMBER 30, APRIL 30,
1996 1997
------------------ -------------
(UNAUDITED)
<S> <C> <C>
Revenues:
Service revenues, net....................... $17,218,728 $10,819,794
Interest from independent operator financ-
ing........................................ 1,219,819 690,700
----------- -----------
Total revenues.............................. 18,438,547 11,510,494
Cost of revenues.............................. 11,040,017 7,011,225
----------- -----------
Gross profit................................ 7,398,530 4,499,269
Selling, general and administrative expenses.. 5,821,899 3,536,845
----------- -----------
Operating income............................ 1,576,631 962,424
Interest expense.............................. (881,854) (575,937)
Interest income............................... 66,000 16,500
----------- -----------
Income before provision for income taxes.... 760,777 402,987
Provision for income taxes.................... 55,014 37,839
----------- -----------
Net income.................................. 705,763 365,148
Accumulated deficit, beginning of period...... (5,907,417) (5,304,654)
Distribution to S corporation stockholder..... (103,000) (366,738)
----------- -----------
Accumulated deficit, end of period............ ($5,304,654) ($5,306,244)
=========== ===========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-38
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SEVEN
FOR THE YEAR ENDED MONTHS ENDED
SEPTEMBER 30, 1996 APRIL 30, 1997
------------------ --------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income.................................. $705,763 $ 365,148
Adjustments necessary to reconcile net
income
to net cash provided by operating
activities:
Depreciation and amortization.............. 258,439 164,823
Change in deferred revenue................. (279,625) 138,797
Changes in operating assets and
liabilities:
Accounts receivable....................... (377,793) 684,211
Receivables from independent operators.... 139,363 (360,584)
Other assets.............................. (103,240) (60,987)
Accounts payable and accrued expenses..... (152,519) (67,493)
Accounts payable, independent operators... 293,731 71,176
Other liabilities......................... (193,582) (87,441)
-------- ---------
Net cash provided by operating
activities.............................. 290,537 847,650
-------- ---------
Cash flows from investing activities:
Purchases of fixed assets................... (256,248) (3,363)
-------- ---------
Net cash used in investing activities.... (256,248) (3,363)
-------- ---------
Cash flows from financing activities:
Proceeds from advances from officer of com-
pany....................................... -- 224,093
Net borrowings (payments) on line of
credit..................................... 261,802 (595,361)
Proceeds from borrowings under notes
payable.................................... 310,000 800,000
Principal payments on notes payable......... (412,643) (959,500)
Distribution to S corporation stockholder... (103,000) (366,738)
-------- ---------
Net cash provided by (used in) financing
activities.............................. 56,159 (897,506)
-------- ---------
Net change in cash and cash equivalents...... 90,448 (53,219)
Cash and cash equivalents, beginning of
period...................................... 40,046 130,494
-------- ---------
Cash and cash equivalents, end of period..... $130,494 $ 77,275
======== =========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-39
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BACKGROUND AND ORGANIZATION

Manhattan International Limousine Network Ltd. and its wholly-owned
subsidiary (collectively, "MILN") are engaged primarily in the business of
providing chauffeured vehicle services in New York City and the surrounding
areas, and providing reservation and billing services to both individual and
corporate customers worldwide through an affiliation with a network of
independent chauffeured vehicle service companies. International Limousine
Network Ltd. ("ILN") is an affiliated company (the "Affiliate") engaged in
sales and marketing activities exclusively on behalf of MILN.

The accompanying financial statements combine the accounts of MILN and ILN
because such entities are under common control. All intercompany transactions
have been eliminated. The combined entities are referred to herein as the
"Company."

ILN operates on a calendar year. As a result, the accompanying financial
statements as of and for the year ended September 30, 1996 include the effects
of combining the financial statements of ILN as of and for the year ended
December 31, 1996.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all short-term investments with original maturities of
three months or less to be cash equivalents.

Receivables from Independent Operators and Accounts Payable, Independent
Operators

The Company enters into agreements with independent operators (franchisees)
under which the independent operator contracts to provide chauffeured vehicle
services exclusively to the Company's customers over the contract period. Upon
signing the agreement, the Company is entitled to receive a one-time fee from
the independent operator.

The Company generally receives a minimal down payment from the independent
operator together with a promissory note (see Note 3) and records the note as
a receivable from the independent operator, but does not recognize revenue at
that time. (See Revenue Recognition.) In addition, the Company collects all
billings for services rendered by the independent operator and has the right
to withhold and remit, from the independent operator's earnings, all payments
due to the Company and certain third parties for, among other things, note
payments, two-way radio charges and lease obligations on vehicles, on a
monthly basis. The Company is then obligated to remit the balance of the
independent operator's earnings on a monthly basis. The unpaid balance due to
independent operators at the end of a given period is reflected as accounts
payable, independent operators in the accompanying balance sheet.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk include cash and cash equivalents, accounts
receivable and receivables from independent operators. The Company maintains
its cash and cash equivalents with various financial institutions. Accounts
receivable are generally diversified due to the large number of entities
comprising the Company's customer base and their dispersion across many
different industries. The Company performs ongoing credit evaluations of its
customers, and may require credit card documentation or prepayment of certain
transactions. Receivables from independent operators are supported by the
underlying base of revenues serviced by each respective independent operator.
The Company performs ongoing evaluations of the productivity and payment
capacity of each independent operator in order to manage its credit risk.

F-40
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Fixed Assets

Fixed assets are stated at cost. Depreciation on furniture, equipment,
vehicles and leasehold improvements is calculated on the declining balance
method over the estimated useful lives of the assets or the leaseholds,
generally three to five years. Buildings and improvements are depreciated on
the straight line method over 20 years. Sales and retirements of fixed assets
are recorded by removing the cost and accumulated depreciation from the
accounts. Gains and losses on sales of property are reflected in the results
of operations.

Intangible Assets

The Company owns Federal Communications Commission licenses to three radio
frequencies which it uses in the dispatch of vehicles used in its business.
The licenses have been fully amortized in prior years.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Service revenues include fees derived from chauffeured vehicle services
provided by the Company's independent operators. Revenue is recorded for
chauffeured vehicle services when those services are provided.

When the Company enters into an agreement with an independent operator, the
Company defers revenue equal to the amount of the contract and recognizes
those fees over the term of the contract, typically 20 years. Amortization of
deferred revenue is also included in independent operator service revenues in
the accompanying combined statements of operations. Upon termination of an
agreement, the remaining deferred revenue associated with the contract, less
any amounts due from the independent operators deemed uncollectible, is
recognized as revenue immediately.

As described above, the Company typically provides extended financing terms
to its independent operators for payment of the independent operator fee.
Interest income is recognized as earned over the term of the loan agreement
with the independent operator.

The Company provides reservation services to its customers for service in
other locations through its affiliation with a network of independent service
companies. Revenue related to services provided by a member of the network is
recognized as chauffeured vehicle service revenue when a gross service bill is
received from the member. The corresponding liability to the member, reduced
by the Company's discount, is recorded as a cost of revenue by the Company at
such time.

Income Taxes

For MILN, the provision for income taxes includes income taxes currently
payable and the change during the year in the net deferred tax assets or
liabilities. Deferred income tax assets and liabilities are determined based
on the differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is provided to
reduce the net deferred tax asset, if any, to a level which, more likely than
not, will be realized.

F-41
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

ILN has elected to be treated as an "S corporation" under provisions of the
Internal Revenue Code. As such, the income tax effects of ILN's operations are
borne directly by the stockholder, and no provision for ILN income taxes is
recorded in the accompanying financial statements.

Unaudited Interim Financial Statements

The combined financial statements as of and for the seven-month period ended
April 30, 1997 are unaudited. In the opinion of management, those unaudited
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present the financial statements on a
basis substantially consistent with the annual audited financial statements
contained herein. All disclosures herein related to April 30, 1997 and for the
seven-month period ended April 30, 1997 are unaudited.

3. TRANSACTIONS WITH INDEPENDENT OPERATORS

At the time the Company enters into an agreement with an independent
operator, the Company is entitled to receive a one-time fee. Those fees are
typically financed by the Company over 20 years at an interest rate of 15.75%
per annum. Independent operator fees are recognized as revenue ratably over
the terms of the agreements. In the opinion of management, the carrying value
of the loans approximates their fair value. Revenue recognized from
independent operator fees was $514,632 and $288,787 for the year ended
September 30, 1996 and for the seven-month period ended April 30, 1997,
respectively.

The Company's independent operators are responsible for financing their own
vehicles through third parties. Under programs the Company has established
with several automotive leasing organizations, the Company guarantees lease
payments until the independent operator has made twelve monthly lease
payments. As of September 30, 1996, the Company's independent operators had
aggregate lease obligations of $2,203,158 under these programs.

4. FIXED ASSETS

Fixed assets consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, APRIL 30,
1996 1997
------------- ----------
<S> <C> <C>
Land................................................ $ 62,569 $ 62,569
Buildings and improvements.......................... 676,730 677,557
Furniture, fixtures and equipment................... 3,086,224 3,088,760
Vehicles............................................ 344,170 344,170
---------- ----------
4,169,693 4,173,056
Less accumulated depreciation....................... 3,363,969 3,528,792
---------- ----------
Net fixed assets.................................... $ 805,724 $ 644,264
========== ==========
</TABLE>

Depreciation expense was $258,439 and $164,823 for the year ended September
30, 1996 and for the seven-month period ended April 30, 1997, respectively.

F-42
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

5. NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, APRIL 30,
1996 1997
------------- ----------
<S> <C> <C>
Line of credit of up to $2,000,000 under agreement dated
December 27, 1994, collateralized by substantially all of
the Company's assets; availability up to 80% of eligible
accounts receivable at any date; interest payable monthly
at prime plus 6%. In addition to interest obligations,
agreement requires payment of annual facility fee equal
to 1% of total line, as well as monthly and quarterly
administration fees. The agreement terminates on December
27, 1997, after which it is automatically renewable
unless terminated by either party as of any anniversary
date, with 60 days prior written notice. Certain
stockholders of the Company are guarantors on the
Company's behalf......................................... $1,864,967 $1,269,606
First mortgage note on headquarters premises dated April
12, 1989, original principal of $1,200,000, subject to
fixed monthly installments of principal, and interest at
a rate of 14.75%......................................... 310,000 --
First mortgage note on headquarters premises dated January 17,
1997, original principal of $800,000, interest at 10.75%
for the first year, after which rate becomes variable at
prime plus 2.5%. Interest and principal payments due
monthly based on 15-year amortization, with balloon
payment due on fifth anniversary......................... -- 770,000
Various installment notes payable with interest rates
ranging from 10.75% to 14.75%, and collateralized by
certain independent operator agreements and receivables
from independent operators of the Company. Principal and
interest payments are due monthly over 60-month terms.... 3,228,364 2,719,650
Advances from officer of the company..................... -- 224,093
Notes payable, collateralized by certain equipment,
principal and interest due monthly over terms of 24-39
months................................................... 352,297 241,511
---------- ----------
5,755,628 5,224,860
Less current portion 1,232,457 1,958,293
---------- ----------
Notes payable, less current portion $4,523,171 $3,266,567
========== ==========
</TABLE>

In the opinion of management, the carrying amount of the notes payable
approximates their fair value. Aggregate principal payments under the Company's
note payable arrangements as of September 30, 1996 are due as follows:

<TABLE>
<S> <C>
1997.............................. $1,232,457
1998.............................. 2,747,898
1999.............................. 542,673
2000.............................. 588,368
2001.............................. 175,732
Thereafter........................ 468,500
----------
Total............................. $5,755,628
==========
</TABLE>

F-43

<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

6. INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE SEVEN
ENDED MONTHS ENDED
SEPTEMBER 30, APRIL 30,
1996 1997
------------- --------------
<S> <C> <C>
Federal--Current................................ $ 15,845 $ --
State and local--Current........................ 39,169 37,839
--------- ---------
Total income tax provision...................... $ 55,014 $ 37,839
========= =========
</TABLE>

The Company's effective income tax rates differed from the applicable
Federal statutory rate due to the following:

<TABLE>
<CAPTION>
FOR THE YEAR
ENDED FOR THE SEVEN
SEPTEMBER 30, MONTHS ENDED
1996 APRIL 30, 1997
------------- --------------
<S> <C> <C>
Federal statutory rate......................... 34% 34%
State and local income taxes................... 13 13
Effect of income of S corporation.............. (9) (54)
Effect of changes in deferred tax asset valua-
tion allowance................................ (43) 2
Other, primarily nondeductible travel and en-
tertainment................................... 12 14
--- ---
Effective income tax rate...................... 7% 9%
=== ===
</TABLE>

As of September 30, 1996, for federal income tax purposes, the Company had
net operating loss (NOL) carryforwards of $1,959,595 available to offset
future taxable income, which expire from 2004 to 2010.

The source and tax effects of temporary differences are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, APRIL 30,
1996 1997
------------- -----------
<S> <C> <C>
NOL carryforwards.................................. $ 914,574 $ 916,694
Revenue recognition of independent operator fees... 857,606 773,517
Other.............................................. -- 116,138
Valuation allowance................................ (1,772,180) (1,806,349)
----------- -----------
Net deferred tax asset (liability)................. $ -- $ --
=========== ===========
</TABLE>

Income taxes paid amounted to $14,505 and $0 for the year ended September
30, 1996 and for the seven-month period ended April 30, 1997, respectively.

F-44
<PAGE>

MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

7. RELATED PARTY TRANSACTIONS

Included in other noncurrent liabilities are loans from officers of the
Company with remaining principal balances of $358,444 as of September 30,
1996. The loans have interest rates of 12.5% and are payable in equal
installments of principal and interest over terms of 15 years. Aggregate
principal payments under the loans were due as follows as of September 30,
1996:

<TABLE>
<S> <C>
1997.............................. $ 77,786
1998.............................. 10,781
1999.............................. 12,209
2000.............................. 13,825
2001.............................. 15,656
Thereafter........................ 228,187
--------
Total............................. $358,444
========
</TABLE>

During the year ended September 30, 1996 and the seven-month period ended
April 30, 1997, the Company took one-time charges related to advances to a
non-combined affiliate of approximately $218,000 and $7,000, respectively,
which are included in selling, general and administrative expenses.

8. CONTINGENCIES

The Company is involved in various legal actions which arise in the normal
course of business. Management of the Company does not believe the ultimate
resolution of these actions will have a material effect on the financial
position, results of operations or cash flows of the Company.

9. MAJOR CUSTOMER

The Company has one customer which accounted for approximately 18.0% of
service revenues for the year and seven-month periods ended September 30, 1996
and April 30, 1997, respectively.

10. RESTATEMENTS

The Company enters into agreements with independent operators under which
the independent operator contracts to provide chauffeured vehicle services
exclusively to the Company's customers over a contract period. Upon signing
the contract, the Company is entitled to receive a one-time fee from the
independent operator. Previously, the Company recognized the one-time fee as
revenue upon signing of the agreement. In accordance with Opinion No. 20 of
the Accounting Principles Board, "Accounting Changes", the financial
statements have been retroactively restated to report such fees as deferred
revenue which are recognized as revenue over the terms of the contracts (see
Note 2). The effects of such restatements were to increase results of
operations and stockholders' equity by $5,996 for the year ended September 30,
1996. The Company uses a network of independent service companies to provide
chauffeured vehicle services to its customers. Certain previously unrecognized
costs related to these services have been retroactively recorded. The effects
of such restatements were to decrease results of operations by $301,984 for
the year ended September 30, 1996, and to increase stockholders' deficiency by
$432,671 as of September 30, 1996.

11. SUBSEQUENT EVENT

On June 2, 1997, the stockholders of MILN and ILN sold their stock to Carey
International, Inc., a company providing chauffeured vehicle services.

F-45
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Directors of Camelot Barthropp Limited (formerly Speed 6060 Limited):

We have audited the accompanying balance sheet of Camelot Barthropp Limited
as of December 31, 1995, and the related statement of operations for the
period from August 4, 1995 to December 31, 1995, all expressed in pounds
sterling. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with United Kingdom auditing standards
which do not differ in any significant respect from United States generally
accepted auditing standards. These standards require that we plan and perform
our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Camelot Barthropp Limited as of December
31, 1995, and the results of its operations for the period from August 4, 1995
to December 31, 1995, in conformity with accounting principles generally
accepted in the United Kingdom (which differ in certain respects from
generally accepted accounting principles in the United States--see note 16).

Coopers & Lybrand
Chartered Accountants and Registered
Auditors

London, England

February 26, 1996, except notes 15 and 16
which are dated February 25, 1997

F-46
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
NOTE 1995
---- ---------
(Pounds)
<S> <C> <C>
Revenues--continuing operations.................................. 1,266,924
Other operating income........................................... 4 7,700
---------
1,274,624
Expenditures--continuing operations
Vehicle operating costs........................................ 97,119
Other external charges......................................... 362,520
Staff costs.................................................... 3 423,286
Depreciation................................................... 4 114,914
Other operating charges........................................ 4 163,363
---------
1,161,202
---------
Net income on ordinary activities before taxation................ 113,422
Tax on ordinary activities....................................... 5 60,256
---------
Net income on ordinary activities after taxation................. 53,166
Dividends payable................................................ --
---------
Net income retained.............................................. 53,166
=========
</TABLE>

The Company has no recognized gains or losses other than the income above and
therefore no separate statement of total recognized gains and losses has been
presented.

There is no difference between the income on ordinary activities before
taxation and the retained income for the period stated above and their
historical cost equivalents.

The Company was incorporated on August 4, 1995, and as a result, there are no
comparative figures.

The accompanying notes are an integral part of these financial statements.

F-47
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

BALANCE SHEET AT DECEMBER 31, 1995

<TABLE>
<CAPTION>
NOTE 1995
---- ---------
(Pounds)
<S> <C> <C>
Fixed assets
Tangible assets................................................ 6 659,293
---------
Current assets
Inventories.................................................... 7 9,747
Receivables.................................................... 8 548,103
Called up share capital not paid............................... 911,000
Cash at bank and in hand....................................... 366,912
---------
1,835,762
Current liabilities.............................................. 9 1,530,889
---------
Net current assets............................................... 304,873
---------
964,166
=========
Represented by:
Shareholders' equity
Called up share capital........................................ 11 92,000
Share premium account.......................................... 11 819,000
Retained earnings.............................................. 12 53,166
---------
Total shareholders' equity................................... 964,166
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-48
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

1. BASIS OF PREPARATION

The accompanying financial statements of Camelot Barthropp Limited
(previously Speed 6060 Limited) have been prepared in conformity with
accounting principles generally accepted in the United Kingdom ("U.K. GAAP"),
and are presented under the historical cost convention. These principles
differ in certain material respects from generally accepted accounting
principles in the United States ("U.S. GAAP"); see note 16. All amounts are
expressed in pounds sterling ("(Pounds)").

The accompanying financial statements do not represent the U.K. statutory
financial statements of Camelot Barthropp Limited, as certain
reclassifications and changes in presentation and disclosure have been made to
the U.K. financial statements prepared on a statutory basis in order to
conform, more closely with accounting presentation and disclosure requirements
applicable in the United States. The financial statements of Camelot Barthropp
Limited for the period from August 4, 1995 to December 31, 1995, on which the
auditors' report was unqualified, were the first prepared since its
incorporation. These were not full statutory financial statements and
therefore have not been delivered to the Registrar of Companies in England and
Wales.

The ultimate parent undertaking of Camelot Barthropp Limited was The Savoy
Hotel PLC, a company incorporated under the laws of England throughout the
period from August 4, 1995 to December 31, 1995, of these financial
statements.

2. ACCOUNTING POLICIES

USE OF ESTIMATES

Preparation of financial statements in conformity with U.K. GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses for an accounting period. Such estimates and assumptions could
change in the future as more information becomes known or circumstances alter,
such that Camelot Barthropp Limited's actual results may differ from the
amounts reported and disclosed in the financial statements.

DEPRECIATION

Depreciation is provided so as to write off the cost being the market value
of motor vehicles acquired from a fellow subsidiary undertaking less the
estimated residual value of fixed assets over their expected useful lives.

Depreciation on a straight line basis, mainly at the following annual rates:

<TABLE>
<S> <C>
Motor vehicles --25%
Furniture and equipment --10%-20%
Improvements to premises --10%
</TABLE>

INVENTORIES

Inventories are valued at the lower of cost or net realizable value.

DEFERRED TAXATION

Provision is made for deferred taxation using the liability method at
current taxation rates on all material timing differences to the extent that
it is probable that a liability or asset will crystallize.

REVENUES

Revenues represent the invoiced value of services provided, excluding sales
related taxes.

F-49
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

FOREIGN CURRENCIES

Assets and liabilities in foreign currencies have been translated into
sterling at the rates ruling at the balance sheet date.

OPERATING LEASES

Rentals paid under operating leases are charged to operations on a straight
line basis over the lease term.

PENSION COSTS

The Company contributes into both defined benefit and defined contribution
schemes. An appropriate share of the costs of the pension schemes administered
by the parent undertaking, which are a defined benefit scheme and a defined
contribution scheme, are charged to operations for this Company in respect of
staff who are members of these schemes. Full details of these schemes are
disclosed in the financial statements of The Savoy Hotel PLC. The pension cost
charge for defined contribution schemes represents the amounts payable to
insurance companies in respect of the funds for the year to December 31.

F-50
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

3. STAFF COSTS

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 4, 1995 TO
DECEMBER 31, 1995
-------------------
(Pounds)
<S> <C>
Wages and salaries.......................................... 391,924
Social security costs....................................... 28,242
Pension costs............................................... 3,120
---------------
(Pounds)423,286
===============
Pension costs comprise:
Payments to funded defined contribution schemes........... 320
Charges in respect of group scheme........................ 2,800
---------------
(Pounds) 3,120
===============

The average weekly number of employees during the period was as follows:

NUMBER
---------------
Chauffeurs and support staff................................ 43
Administration.............................................. 6
---------------
49
===============
Directors' remuneration was as follows:
Remuneration as executives................................ Nil
Pension contributions..................................... Nil
Compensation for loss of office........................... Nil
---------------
(Pounds) Nil
===============
Emoluments excluding pension:
Chairman's emoluments..................................... (Pounds) Nil
===============
Highest paid director's emoluments........................ (Pounds) Nil
===============
</TABLE>

The number of directors (including the chairman and highest paid director)
who received emoluments (excluding pension contributions) in the following
ranges was:

<TABLE>
<S> <C>
NUMBER
------
(Pounds)0-(Pounds)5,000............. 4
======
</TABLE>

No director waived emoluments in respect of the period ended December 31,
1995.

The statement of operations for the period from August 4, 1995 to December
31, 1995 includes no head office management recharges from the parent
undertaking in respect to the services provided by the directors of Camelot
Barthropp Limited and other corporate overheads.

F-51
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

4. INCOME ON ORDINARY ACTIVITIES BEFORE TAXATION

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 4, 1995 TO
DECEMBER 31, 1995
------------------
(Pounds)
<S> <C>
The income on ordinary activities before taxation is stated
after charging:
Marketing recharge from parent........................... 27,484
Depreciation............................................. 114,914
Operating leases--hire of plant and machinery............ 4,217
--other operating leases................................. 10,000
=======
and after crediting:
Rent receivable.......................................... 5,526
Sundry income............................................ 417
Gain on disposal of tangible fixed assets................ 1,757
Other operating income................................... 7,700
=======
</TABLE>

5. TAXATION

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 4, 1995 TO
DECEMBER 31, 1995
------------------
(Pounds)
<S> <C>
UK corporation tax on ordinary activities for the period at
33%....................................................... 60,256
======
</TABLE>

6. TANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>
SHORT LEASEHOLD MOTOR FURNITURE AND
PREMISES VEHICLES EQUIPMENT TOTAL
--------------- -------- ------------- --------
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cost
At August 4, 1995............ -- -- -- --
Additions.................... 7,591 763,686 57,952 829,229
Disposals.................... -- (55,022) -- (55,022)
----- ------- ------ -------
At December 31, 1995......... 7,591 708,664 57,952 774,207
----- ------- ------ -------
Accumulated depreciation
At August 4, 1995............ -- -- -- --
Charge for the Year.......... 770 104,144 10,000 114,914
Disposals.................... -- -- -- --
----- ------- ------ -------
At December 31, 1995......... 770 104,144 10,000 114,914
----- ------- ------ -------
Net Book Value
At December 31, 1995......... 6,821 604,520 47,952 659,293
===== ======= ====== =======
</TABLE>

F-52
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

7.INVENTORIES

<TABLE>
<CAPTION>
1995
---------
(Pounds)
<S> <C>
Raw materials and consumables:
Vehicle spare parts.............................................. 5,369
Petrol and oil................................................... 4,378
---------
9,747
=========

8.RECEIVABLES--AMOUNTS FALLING DUE WITHIN ONE YEAR

Trade receivables.................................................. 337,960
Amounts owed by parent undertaking................................. 155,164
Other receivables.................................................. 4,784
Prepayments and accrued income..................................... 50,195
---------
548,103
=========

9.CURRENT LIABILITIES--AMOUNTS FALLING DUE WITHIN ONE YEAR

Trade accounts payable............................................. 95,414
Borrowings from parent undertaking................................. 230,607
Borrowings from fellow subsidiary.................................. 936,674
Corporation tax.................................................... 60,256
Other taxes and social security.................................... 73,542
Other creditors.................................................... 5,605
Accruals........................................................... 128,791
---------
1,530,889
=========
</TABLE>

10.DEFERRED TAXES

Provision for deferred taxes has been made in the financial statements in
accordance with the Company's accounting policy. The provision and the full
potential liability are as follows:

<TABLE>
<CAPTION>
1995
------------------------
POTENTIAL
PROVISION LIABILITY
--------- --------------
<S> <C> <C>
Accelerated capital allowances..................... -- (Pounds)17,875
=== ==============
</TABLE>

11.SHARE CAPITAL AND SHARE PREMIUM

<TABLE>
<CAPTION>
1995
--------
(Pounds)
<S> <C>
Authorized:
Ordinary Shares of (Pounds)1...................................... 100,000
=======
</TABLE>

F-53
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

The Company was incorporated on August 4, 1995 with 1,000 Ordinary Shares of
(Pounds)1 each. On August 30, 1995 the authorized share capital of the Company
was increased by 99,000 Ordinary Shares of (Pounds)1 each.

<TABLE>
<CAPTION>
NUMBER NOMINAL SHARE TOTAL
ISSUED VALUE PREMIUM CONSIDERATION
------ ------- ------- -------------
<S> <C> <C> <C> <C>
Allotted, called up and fully paid:
Ordinary Shares of (Pounds)1............ 92,000 92,000 819,000 911,000
====== ====== ======= =======
</TABLE>

On August 8, 1995, 1,000 shares were issued to The Savoy Hotel PLC at par.
On August 30, a further 91,000 shares were issued to The Savoy Hotel PLC at a
price of (Pounds)10.00 per share

12. RETAINED EARNINGS

<TABLE>
<CAPTION>
1995
--------
(Pounds)
<S> <C>
At August 4, 1995................................................... --
Retained income for the period...................................... 53,166
-------
At December 31, 1995................................................ 53,166
=======

13. RECONCILIATION OF MOVEMENTS ON SHAREHOLDERS' EQUITY

<CAPTION>
1995
--------
(Pounds)
<S> <C>
Opening shareholders' equity........................................ --
Issue of share capital.............................................. 92,000
Share premium....................................................... 819,000
Total recognized gains for the period............................... 53,166
-------
Closing shareholders' equity........................................ 964,166
=======
</TABLE>

14. FINANCIAL COMMITMENTS

a) The Company has annual commitments under operating leases as set out
below:

<TABLE>
<CAPTION>
1995
------------------
LAND AND
BUILDINGS OTHER
--------- --------
(Pounds) (Pounds)
<S> <C> <C>
Leases which expire:
In the next year...................................... -- 3,363
In the second to fifth years.......................... -- 5,504
After five years...................................... -- --
--- -----
-- 8,867
=== =====
</TABLE>

b) Capital commitments:

<TABLE>
<CAPTION>
1995
--------
(Pounds)
<S> <C>
Capital expenditure contracted for but not provided in the fi-
nancial statements............................................ --
===
Capital expenditure approved by the directors but not con-
tracted for................................................... --
===
</TABLE>

F-54
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

15. POST BALANCE SHEET EVENTS

The parent undertaking sold Camelot Barthropp Limited to Carey
International, Inc. for an initial consideration of (Pounds)788,843. Further
consideration of (Pounds)672,752 will become payable on the parent undertaking
providing certain thresholds of business for Camelot Barthropp Limited are
achieved during the period to March 31, 1998.

16. SUMMARY OF DIFFERENCES BETWEEN U.K. AND U.S. GAAP

The financial statements are prepared in accordance with accounting
principles generally accepted in the United Kingdom ("U.K. GAAP"). These
accounting principles differ in certain material respects from the accoounting
principles generally accepted in the United States ("U.S. GAAP"). Described
below are the material differences between U.K. GAAP and U.S. GAAP affecting
the net income and shareholders' equity which are set forth in the tables that
follow.

TRANSFER OF ASSETS BETWEEN FELLOW SUBSIDIARIES

Under U.K. GAAP, assets can be transferred from one subsidiary to a fellow
subsidiary with the same parent undertaking, at their fair value. The
difference between the fair value and the historical cost of these assets will
result in an intragroup gain or loss in the statement of operations of the
subsidiary selling the assets. The assets would remain at their fair value in
the subsidiary that acquired the assets and the associated depreciation charge
would be provided on these fair values. Under U.S. GAAP, assets can only be
transferred from one subsidiary to a fellow subsidiary with the same parent
undertaking, at their historical cost. As a result, under U.S. GAAP, no
intragroup gain or loss would arise from the transaction, the assets would
remain at historical cost and the associated depreciation charge would be
provided on these historical costs.

ALLOCATION OF EXPENSES IN A "CARVE OUT" SITUATION

Under U.K. GAAP, certain costs incurred by the parent undertaking may not be
reflected in the subsidiary financial statements; however, disclosure of this
fact is generally provided in the subsidiary financial statements. Under U.S.
GAAP, historical income statements of a subsidiary should reflect all costs
incurred by the parent undertaking on its behalf, such as officer salaries and
corporate overheads.

DEFERRED TAXES

Under U.K. GAAP, deferred taxation is accounted for using the liability
method to the extent that it is considered probable that a liability will
crystallize in the foreseeable future. Under U.S. GAAP, deferred taxation is
provided for on all temporary differences and carryforwards. Deferred tax
assets are recognised to the extent that it is more likely than not that they
will be realized. Where doubt exists as to whether a deferred tax asset will
be realized, an appropriate valuation allowance is established.

STOCK SUBSCRIPTIONS

Under U.K. GAAP the amount of the shares issued, including those issued
pursuant to a stock subscription receivable, is shown on the face of the
balance sheet. Any subscription receivable due on these shares would be shown
separately in the balance sheet. Under U.S. GAAP, the net amount of the shares
being the amount of the shares issued after deducting any subscriptions
receivable therefrom, is shown on the face of the balance sheet.

F-55
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

The effect of the above noted differences between U.K. and U.S. GAAP are as
follows:

(A)NET INCOME

The approximate effects on net income of material differences between U.K.
and U.S. GAAP are as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
AUGUST 4, 1995 TO
DECEMBER 31, 1995
--------------------
(Pounds)
<S> <C>
Net income reported under U.K. GAAP................... 53,166
Transfer of assets -- depreciation adjustment......... 15,590
Allocation of expenses................................ (21,170)
Deferred taxes........................................ (17,875)
Tax effect of U.S. GAAP reconciling adjustments....... 1,844
--------
Net income reported in accordance with U.S. GAAP...... 31,555
========

(B)SHAREHOLDERS' EQUITY

The approximate effects on shareholders' equity of material differences
between U.K. and U.S. GAAP are as follows:

<CAPTION>
AT DECEMBER 31, 1995
--------------------
(Pounds)
<S> <C>
Shareholders' equity reported under U.K. GAAP......... 964,166
Gain on transfer of assets--fixed assets.............. (112,500)
--amounts payable..................................... 112,500
--depreciation adjustment............................. 15,590
Allocation of expenses................................ (21,170)
Stock subscriptions................................... (911,000)
Deferred taxes........................................ (17,875)
Tax effect of U.S. GAAP reconciling adjustments....... 1,844
--------
Shareholders' equity reported in accordance with U.S.
GAAP................................................. 31,555
========
</TABLE>

F-56
<PAGE>

CAMELOT BARTHROPP LIMITED (FORMERLY SPEED 6060 LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE PERIOD FROM AUGUST 4, 1995 TO DECEMBER 31, 1995

(C)STATEMENTS OF CASH FLOWS

Under U.K. GAAP, wholly owned subsidiaries of a parent undertaking that are
established under the law of any European Community State are exempt from
including a statement of cash flows in their financial statements. Under U.S.
GAAP, the statement of cash flows is required and therefore is shown below:

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
AUGUST 4, 1995
TO DECEMBER 31, 1995
--------------------
(Pounds)
<S> <C>
Cash flows from operating activities
Net income.......................................... 31,555
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of fixed assets..... 99,324
Gain on sale of fixed assets...................... (1,757)
Change in operating assets and liabilities:
Receivables..................................... (548,103)
Inventories..................................... (9,747)
Current liabilities............................. 738,861
--------
Net cash provided by operating activities..... 310,133
--------
Cash flows from investing activities:
Proceeds from gain of fixed assets.................. 56,779
--------
Net cash provided by investing activities..... 56,779
--------
Net increase in cash and cash equivalents............. 366,912
Cash and cash equivalents at beginning of year........ --
--------
Cash and cash equivalents at end of year.............. 366,912
========
</TABLE>

F-57
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Directors of Speed 6060 Limited (formerly Camelot Barthropp Limited):

We have audited the accompanying balance sheets of Speed 6060 Limited as of
December 31, 1994 and 1995, and the related statements of operations for each
of the two years in the period ended December 31, 1995, all expressed in
pounds sterling. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with United Kingdom auditing standards
which do not differ in any significant respect from United States generally
accepted auditing standards. These standards require that we plan and perform
our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Speed 6060 Limited as of December 31, 1994
and 1995, and the results of its operations for each of the two years in the
period ended December 31, 1995, in conformity with accounting principles
generally accepted in the United Kingdom (which differ in certain respects
from generally accepted accounting principles in the United States--see note
16).

Coopers & Lybrand
Chartered Accountants and Registered
Auditors

London, England
February 26, 1996, except note 16
which is dated February 28, 1997

F-58
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

<TABLE>
<CAPTION>
NOTE 1994 1995
---- --------- ---------
(Pounds) (Pounds)
<S> <C> <C> <C>
Revenues--discontinued operations................... 2,694,693 1,849,242
Other operating income.............................. 4 79,056 38,142
--------- ---------
2,773,749 1,887,384
--------- ---------
Expenditures--discontinued operations
Vehicle operating costs........................... 329,701 216,200
Other external charges............................ 537,423 403,330
Staff costs....................................... 3 1,086,203 710,084
Other operating charges........................... 4 647,327 509,688
--------- ---------
2,600,654 1,839,302
--------- ---------
Operating income.................................... 173,095 48,082
Gain on the disposal of fixed assets to a fellow
subsidiary......................................... -- 112,500
--------- ---------
Income on ordinary activities before tax............ 173,095 160,582
Tax on ordinary activities.......................... 5 62,252 30,604
--------- ---------
Net income on ordinary activities after taxation.... 110,843 129,978
Dividend payable.................................... 110,000 275,000
--------- ---------
Net income (loss) retained.......................... 843 (145,022)
========= =========
</TABLE>

The Company has no recognized gains or losses other than the income (losses)
above and therefore no separate statement of total recognized gains and losses
has been presented.

There is no difference between the income on ordinary activities before
taxation for the years stated above and their historical cost equivalents.

The Company ceased trading at close of business on August 31, 1995 and
consequently the statement of operations for 1995 only reflects the results to
this date.

The accompanying notes are an integral part of these financial statements.

F-59
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

BALANCE SHEETS AT DECEMBER 31, 1994 AND 1995

<TABLE>
<CAPTION>
NOTE 1994 1995
---- --------- --------
(Pounds) (Pounds)
<S> <C> <C> <C>
Fixed assets
Tangible assets..................................... 6 848,058 --
--------- -------
Current assets
Inventories......................................... 7 19,650 --
Receivables......................................... 8 377,519 936,674
Cash at bank and in hand............................ 220,248 --
--------- -------
617,417 936,674
Current liabilities--amounts falling due within one
year................................................. 9 415,112 31,333
--------- -------
Net current assets.................................... 202,305 905,341
--------- -------
Total assets less current liabilities............. 1,050,363 905,341
========= =======
Represented by:
Shareholders' equity
Called up share capital............................. 11 43,329 43,329
Retained earnings................................... 12 1,007,034 862,012
--------- -------
Total shareholders' equity........................ 1,050,363 905,341
========= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-60
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

1. BASIS OF PREPARATION

The accompanying financial statements of Speed 6060 Limited (formerly
Camelot Barthropp Limited) have been prepared in conformity with accounting
principles generally accepted in the United Kingdom ("U.K. GAAP"), and are
presented under the historical cost convention. These principles differ in
certain material respects from generally accepted accounting principles in the
United States ("U.S. GAAP"); see note 16. All amounts are expressed in pounds
sterling ("(Pounds)").

The accompanying financial statements do not represent the U.K. statutory
financial statements of Speed 6060 Limited, as certain reclassifications and
changes in presentation and disclosure have been made to the U.K. financial
statements prepared on a statutory basis in order to conform, more closely
with accounting presentation and disclosure requirements applicable in the
United States. The financial statements of Speed 6060 Limited for the year
ended December 31, 1995, on which the auditors' report was unqualified, were
the latest financial statements to have been delivered to the Registrar of
Companies in England and Wales.

The ultimate parent undertaking of Speed 6060 Limited was The Savoy Hotel
PLC, a company incorporated under the laws of England throughout the period
being January 1, 1994 to December 31, 1995, of these financial statements.

2. ACCOUNTING POLICIES

USE OF ESTIMATES

Preparation of financial statements in conformity with U.K. GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses for an accounting period. Such estimates and assumptions could
change in the future as more information becomes known or circumstances alter,
such that Speed 6060 Limited's actual results may differ from the amounts
reported and disclosed in the financial statements.

DEPRECIATION

Depreciation is provided so as to write off the cost less estimated residual
value of fixed assets over their expected useful lives.

Depreciation is provided on a straight line basis, mainly at the following
annual rates:

<TABLE>
<S> <C>
Motor vehicles --25%
Furniture and equipment --10%-20%
Improvements to premises --10%
</TABLE>

INVENTORIES

Inventories are valued at the lower of cost or net realizable value.

DEFERRED TAXATION

F-61
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

REVENUES

Revenues represent the invoiced value of services provided, excluding sales
related taxes.

FOREIGN CURRENCIES

Assets and liabilities in foreign currencies have been translated into
sterling at the rates ruling at the balance sheet date.

LEASES

Assets held under capital leases are capitalized in the balance sheet and
are depreciated over their useful lives. The interest element of the
repayments is charged to operations over the period of the contract on a
straight line basis. Rentals paid under operating leases are charged to
operations on a straight line basis over the lease term.

PENSION COSTS

The Company contributes into both defined benefit and defined contribution
schemes. An appropriate share of the costs of the pension schemes administered
by the Parent Undertaking, which are a defined benefit scheme and a defined
contribution scheme, are charged to operations for this Company in respect of
staff who are members of these schemes. Full details of these schemes are
disclosed in the financial statements of The Savoy Hotel PLC. The pension cost
charge for defined contribution schemes represents the amounts payable to
insurance companies in respect of the funds for the year to December 31.

F-62
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

3.STAFF COSTS

<TABLE>
<CAPTION>
1994 1995
----------------- ---------------
(Pounds) (Pounds)
<S> <C> <C>
Wages and salaries....................... 1,002,012 653,498
Social security costs.................... 74,588 50,508
Other pension costs...................... 9,603 6,078
----------------- ---------------
(Pounds)1,086,203 (Pounds)710,084
================= ===============
Other pension costs comprise:
Payments to funded defined contribution
schemes................................. 1,160 640
Charges in respect of group scheme....... 8,443 5,438
----------------- ---------------
(Pounds) 9,603 (Pounds) 6,078
================= ===============
The average weekly number of employees during the year was as follows:
<CAPTION>
NUMBER NUMBER
----------------- ---------------
<S> <C> <C>
Chauffeurs and support staff........... 40 39
Administration......................... 6 5
----------------- ---------------
46 44
================= ===============
Directors' remuneration was as follows:
Remuneration as executives............. Nil Nil
Pension contributions.................. Nil Nil
Compensation for loss of office........ Nil Nil
----------------- ---------------
(Pounds) Nil (Pounds) Nil
----------------- ---------------
Emoluments excluding pension scheme contributions:
Chairman's emoluments.................. (Pounds) Nil (Pounds) Nil
================= ===============
Highest paid directors' emoluments..... (Pounds) Nil (Pounds) Nil
================= ===============
</TABLE>

The number of directors (including the chairman and highest paid director)
who received emoluments (excluding pension contributions) in the following
ranges was:

<TABLE>
<CAPTION>
NUMBER NUMBER
------ ------
<S> <C> <C>
(Pounds)0-(Pounds)5,000........................................ 5 4
=== ===
</TABLE>

No director waived emoluments in respect of the years ended December 31,
1994 and 1995.

The statements of operations for the years ended December 31, 1994 and 1995
include no head office management recharges from the parent undertaking in
respect to the services provided by the directors of Speed 6060 Limited and
other corporate overheads.

F-63
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

4.INCOME ON ORDINARY ACTIVITIES BEFORE TAXATION

The income on ordinary activities before taxation is stated after charging:
<TABLE>
<CAPTION>
1994 1995
-------- --------
(Pounds) (Pounds)
<S> <C> <C>
Auditors' remuneration...................................... 10,000 6,000
Marketing recharge from parent.............................. -- 49,001
Depreciation................................................ 343,428 215,588
Operating leases--hire of plant and machinery............... 9,332 6,155
--other............................................... 35,250 20,000
======= =======
and after crediting:
Rent receivable............................................. 14,182 9,027
Sundry income............................................... 1,388 438
Gain on disposal of tangible fixed assets................... 63,486 28,677
Other operating income...................................... 79,056 38,142
======= =======

5.TAXATION

UK corporation tax on income on ordinary activities for the
years at 33%............................................... 63,000 31,333
UK corporation tax credit in respect of previous years...... (748) (729)
------- -------
62,252 30,604
======= =======
</TABLE>

In 1995, the primary reason for the difference between the effective tax
rate (19%) and the nominal rate of UK corporation tax (33%) is that the
transfer of the traded assets of the Company was intra-group and therefore not
subject to corporation tax.

F-64
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

6.TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
SHORT FURNITURE
LEASEHOLD MOTOR AND
PREMISES VEHICLES EQUIPMENT TOTAL
--------- ---------- --------- ----------
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Cost
At January 1, 1994............... 36,675 1,464,752 92,233 1,593,660
Additions........................ -- 402,593 49,053 451,646
Disposals........................ -- (382,634) (249) (382,883)
Fully depreciated assets......... (11,355) -- (34,031) (45,386)
------- ---------- -------- ----------
At December 31, 1994............. 25,320 1,484,711 107,006 1,617,037
------- ---------- -------- ----------
Additions........................ -- 115,800 8,075 123,875
Disposals........................ (25,320) (1,600,511) (115,081) (1,740,912)
------- ---------- -------- ----------
At December 31, 1995............. -- -- -- --
======= ========== ======== ==========
Accumulated Depreciation
At January 1, 1994............... 25,234 709,265 54,039 788,538
Charge for the year.............. 2,310 319,191 21,927 343,428
Disposals........................ -- (317,352) (249) (317,601)
Fully depreciated assets......... (11,355) -- (34,031) (45,386)
------- ---------- -------- ----------
At December 31, 1994............. 16,189 711,104 41,686 768,979
Charge for the year.............. 1,540 197,965 16,083 215,588
Disposals........................ (17,729) (909,069) (57,769) (984,567)
------- ---------- -------- ----------
At December 31, 1995............. -- -- -- --
======= ========== ======== ==========
Net Book Value
At December 31, 1994............. 9,131 773,607 65,320 848,058
======= ========== ======== ==========
At December 31, 1995............. -- -- -- --
======= ========== ======== ==========
</TABLE>

In 1995, in accordance with the transfer agreement whereby the assets and
business of the Company were transferred, an exceptional gain on disposal of
(Pounds)112,500 was made. This gain specifically related to the transfer of
motor vehicles which were transferred at fair market value. All other assets
were transferred at net book value.

7.INVENTORIES
<TABLE>
<CAPTION>
1994 1995
-------- --------
(Pounds) (Pounds)
<S> <C> <C>
Raw materials and consumables:
Vehicle spare parts........................................... 15,605 --
Petrol and oil................................................ 4,045 --
------- -------
19,650 --
======= =======

8.RECEIVABLES--AMOUNTS FALLING DUE WITHIN ONE YEAR

Trade receivables............................................. 184,969 --
Amounts owed by parent undertaking............................ 104,027 --
Amounts owed by fellow subsidiary............................. -- 936,674
Other receivables............................................. 4,224 --
Prepayments and accrued income................................ 84,299 --
------- -------
377,519 936,674
======= =======
</TABLE>

F-65
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

9.CURRENT LIABILITIES--AMOUNTS FALLING DUE WITHIN ONE YEAR

<TABLE>
<CAPTION>
1994 1995
-------- --------
(Pounds) (Pounds)
<S> <C> <C>
Trade accounts payable..................................... 76,057 --
Borrowings from parent undertaking......................... 34,915 --
Corporation tax............................................ 63,000 31,333
Other taxes and social security............................ 49,699 --
Other creditors............................................ 11,299 --
Capital lease installments................................. 4,638 --
Accruals................................................... 65,504 --
Dividends payable.......................................... 110,000 --
------- ------
415,112 31,333
======= ======
</TABLE>

10.DEFERRED TAXES

Provision for deferred taxes has been made in the financial statements in
accordance with the Company's accounting policy. The provision and the full
potential liability are as follows:

<TABLE>
<CAPTION>
1994 1995
------------------------- -------------------
POTENTIAL POTENTIAL
PROVISION LIABILITY PROVISION LIABILITY
--------- --------------- --------- ---------
<S> <C> <C> <C> <C>
Accelerated capital
allowances................. -- (Pounds) 15,534 -- --
</TABLE>

11.SHARE CAPITAL

<TABLE>
<CAPTION>
1994 1995
-------- --------
(Pounds) (Pounds)
<S> <C> <C>
Authorized:
"A' Ordinary Shares of (Pounds)1......................... 20,000 20,000
"B' Ordinary Shares of (Pounds)1......................... 30,000 30,000
------ ------
50,000 50,000
====== ======
Allotted, called up and fully paid:
"A' Ordinary Shares of (Pounds)1......................... 17,329 17,329
"B' Ordinary Shares of (Pounds)1......................... 26,000 26,000
------ ------
43,329 43,329
====== ======
</TABLE>

12.RETAINED EARNINGS

<TABLE>
<CAPTION>
1994 1995
--------- ---------
(Pounds) (Pounds)
<S> <C> <C>
At January 1.......................................... 1,006,191 1,007,034
Transfer to (from) retained earnings.................. 843 (145,022)
--------- ---------
At December 31........................................ 1,007,034 862,012
========= =========

13.RECONCILIATION OF MOVEMENTS ON SHAREHOLDERS' EQUITY

<CAPTION>
1994 1995
--------- ---------
(Pounds) (Pounds)
<S> <C> <C>
Opening shareholders' equity.......................... 1,049,520 1,050,363
Total recognized (losses)/gains for the financial
year................................................. 843 (145,022)
--------- ---------
Closing shareholders' equity.......................... 1,050,363 905,341
========= =========
</TABLE>

F-66
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

14.FINANCIAL COMMITMENTS

a) The Company has annual commitments under operating leases as set out
below:

<TABLE>
<CAPTION>
1994 1995
------------------ ------------------
LAND AND LAND AND
BUILDINGS OTHER BUILDINGS OTHER
--------- -------- --------- --------
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C>
Leases which expire:
In the next year.................... 30,000 360 -- --
In the second to fifth years........ -- 9,038 -- --
After five years.................... -- -- -- --
------ ----- --- ---
30,000 9,398 -- --
====== ===== === ===
</TABLE>

b) Capital commitments:

The Company has no capital commitments at December 31, 1994 and 1995

15.GUARANTEE

The Company has entered into a Composite Accounting Agreement with Barclays
Bank PLC under which it has executed an unlimited guarantee in respect of the
bank overdraft and other banking facility of the Parent Undertaking and
certain Fellow Subsidiary Undertakings.

16.SUMMARY OF DIFFERENCES BETWEEN U.K. AND U.S. GAAP

The financial statements are prepared in accordance with accounting
principles generally accepted in the United Kingdom ("U.K. GAAP"). These
accounting principles differ in certain material respects from the accounting
principles generally accepted in the United States ("U.S. GAAP"). Described
below are the material differences between U.K. GAAP and U.S. GAAP affecting
the net income and shareholders' equity which are set forth in the tables that
follow:

Transfer of assets between fellow subsidiaries

Under U.K. GAAP, assets can be transferred from one subsidiary to a fellow
subsidiary with the same parent undertaking, at their fair value. The
difference between the fair value and the historical cost of these assets will
result in an intragroup gain or loss in the statement of operations of the
subsidiary selling the assets. The assets would remain at their fair value in
the subsidiary that acquired the assets. Under U.S. GAAP, assets can only be
transferred from one subsidiary to a fellow subsidiary with the same parent
undertaking, at their historical cost. As a result, under U.S. GAAP no
intragroup gain or loss would arise from the transaction, and the assets would
remain at historical cost.

Allocation of expenses in a "carve out" situation

Under U.K. GAAP, certain costs incurred by the parent undertaking may not be
reflected in the subsidiary financial statements; however, disclosure of the
fact is generally provided in the subsidiary financial statements. Under U.S.
GAAP, historical statements of operations of a subsidiary should reflect all
costs incurred by the parent undertaking on its behalf, such as officer
salaries and corporate overheads.

F-67
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

Deferred taxes

Proposed dividends

Under U.K. GAAP dividends paid and proposed are usually shown on the face of
the statement of operations as an appropriation of current year earnings.
Proposed dividends are provided on the basis of recommendation by the
directors and may include dividends that are subject to subsequent approval by
shareholders before they are declared. Under U.S. GAAP, only dividends
approved during the current year are included in the statement of operations.

The effect of the above noted differences between U.K. and U.S. GAAP are as
follows:

(A) NET INCOME

The approximate effects on net income (loss) of material differences between
U.K. and U.S. GAAP are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
--------------------
1994 1995
--------- ---------
(Pounds) (Pounds)
<S> <C> <C>
Net income reported under U.K. GAAP....................... 110,843 129,978
Gain on transfer of assets................................ -- (112,500)
Allocation of expenses.................................... (68,350) (42,341)
Deferred taxes............................................ 2,161 15,534
Tax effect of U.S. GAAP reconciling adjustments........... 22,556 13,973
-------- ---------
Net income reported in accordance with U.S. GAAP.......... 67,210 4,644
======== =========
</TABLE>

(B) SHAREHOLDERS' EQUITY

The approximate effects on shareholders' equity of material differences
between U.K. and U.S. GAAP are as follows:

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------
1994 1995
--------- --------
(Pounds) (Pounds)
<S> <C> <C>
Shareholders' equity reported under U.K. GAAP............ 1,050,363 905,341
Gain on transfer of assets............................... -- (112,500)
Allocation of expenses................................... (68,350) (110,691)
Deferred taxes........................................... (15,534) --
Proposed dividend........................................ 110,000 --
Tax effect of U.S. GAAP reconciling adjustments.......... 22,556 36,529
--------- --------
Shareholders' equity reported in accordance with U.S.
GAAP.................................................... 1,099,035 718,679
========= ========
</TABLE>

F-68
<PAGE>

SPEED 6060 LIMITED (FORMERLY CAMELOT BARTHROPP LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1994 DECEMBER 31, 1995
----------------- -----------------
(Pounds) (Pounds)
<S> <C> <C>
Cash flows from operating activities:
Net income................................ 67,210 4,644
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of fixed as-
sets..................................... 343,428 215,588
Gain on sale of fixed assets.............. (63,486) (28,677)
Change in operating assets and liabili-
ties:
Receivables............................. 54,058 166,047
Inventories............................. 3,797 19,650
Current liabilities..................... (79,729) (156,918)
-------- --------
Net cash provided by operating activi-
ties................................. 325,278 220,334
-------- --------
Cash flows from investing activities:
Proceeds from sale of fixed assets........ 128,768 68,293
Purchases of fixed assets................. (451,646) (123,875)
Net cash used in financing activi-
ties................................. (322,878) (55,582)
-------- --------
Cash flows from financing activities:
Dividends paid.......................... -- (385,000)
Net cash used in financing activi-
ties................................. -- (385,000)
-------- --------
Net increase (decrease) in cash and cash
equivalents.............................. 2,400 (220,248)
Cash and cash equivalents at beginning of
year..................................... 217,848 220,248
-------- --------
Cash and cash equivalents at end of year.. 220,248 --
======== ========
</TABLE>

F-69
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or any of the Underwriters. This Prospectus does
not constitute an offer to sell or the solicitation of any offer to buy any
security other than the shares of Common Stock offered by this Prospectus, nor
does it constitute an offer to sell or a solicitation of any offer to buy the
shares of Common Stock by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that information contained herein is correct as of any time subsequent to the
date hereof.

--------------------

TABLE OF CONTENTS

--------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 7
Acquisition of Manhattan Limousine....................................... 12
Recapitalization......................................................... 12
Dividend Policy.......................................................... 13
Selected Consolidated Financial Data..................................... 14
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 15
Business................................................................. 22
Management............................................................... 32
Principal Stockholders................................................... 38
Certain Transactions..................................................... 39
Description of Capital Stock............................................. 41
Shares Eligible for Future Sale.......................................... 43
Plan of Distribution..................................................... 44
Legal Matters............................................................ 45
Experts.................................................................. 45
Additional Information................................................... 45
Index to Financial Statements............................................ F-1
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,500,000 SHARES

LOGO
CAREY INTERNATIONAL, INC.

COMMON STOCK

----------------

PROSPECTUS

----------------

September 11, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is a Delaware corporation. Reference is made to Section 145 of
the DGCL, as amended, which provides that a corporation may indemnify any
person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his or her conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. The Company's Restated Certificate of
Incorporation further provides that the Company shall indemnify its directors
and officers to the full extent permitted by the law of the State of Delaware.

The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the DGCL as in effect at the
time such liability is determined.

The Certificate of Incorporation also provides that each person who was or
is made a party to, or is involved in, any action, suit, proceeding or claim
by reason of the fact that he or she is or was a director, officer or employee
of the Registrant (or is or was serving at the request of the Registrant as a
director, officer, trustee employee or agent of any other enterprise including
service with respect to employee benefit plans) shall be indemnified and held
harmless by the Registrant, to the full extent permitted by Delaware law, as
in effect from time to time, against all expenses (including attorneys' fees
and expenses), judgments, fines, penalties and amounts to be paid in
settlement incurred by such person in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim.

The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation do not apply to any action, suit, proceeding or
claim initiated by or on behalf of a person otherwise entitled to the benefit
of such provisions. Any person seeking indemnification under the Certificate
of Incorporation shall be deemed to have met the standard of conduct required
for such indemnification unless the contrary shall be established. Any repeal
or modification of such indemnification provisions shall not adversely affect
any right or protection of a director or officer with respect to any conduct
of such director or officer occurring prior to such repeal or modification.

The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.

II-1
<PAGE>

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS.

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<C> <S> <C>
*2.1 Stock Purchase Agreement dated as of March 1, 1997,
by and among Carey International, Inc., Alfred J.
Hemlock and Lupe C. Hemlock
*2.2 Agreement and Plan of Merger dated as of March 1,
1997, by and among Carey International, Inc.,
Manhattan International Limousine Network Ltd., MLC
Acquisition Corporation and Michael Hemlock
*2.3 Form of Stockholder Action by Written Consent Adopted
in Connection with the Recapitalization
*3.1 Form of Amended and Restated Certificate of
Incorporation of the Company
*3.2 Amended and Restated Bylaws of the Company
*4.1 Specimen Stock Certificate
*4.2 Form of Warrants
*4.3 Carey International, Inc. Common Stock Purchase
Warrant dated September 1, 1991, issued to Yerac
Associates, L.P.
*4.4 Form of Registration Rights Agreement between Carey
International, Inc. and Michael Hemlock
**5 Opinion of Nutter, McClennen & Fish, LLP
*10.1 1997 Equity Incentive Plan
*10.2 1992 Stock Option Plan
*10.3 1987 Stock Option Plan
*10.4 Stock Plan for Non-Employee Directors
*10.5 Lease dated July 5, 1989 for 4530 Wisconsin Avenue,
Washington, D.C., between Carey International, Inc.
and 4530 Wisconsin Associates, as lessor, including
Addendum, Exhibit B and Exhibit C; and Second
Amendment to Lease dated August 6, 1993, including
Exhibit A
*10.6 Form of Escrow Agreement by and among Michael
Hemlock, Alfred J. Hemlock, Lupe C. Hemlock and a
bank to be named
*10.7 Current form of Standard Master License Agreement
*10.8 Current form of Standard International License
Agreement
*10.9 Form of Promissory Notes in connection with
Acquisition of Manhattan Limousine
*10.10 Current form of Standard Independent Operator
Agreement
+10.11 Form of Revolving Credit and Term Loan Agreement by
and among Carey International, Inc., certain of its
direct and indirect wholly-owned subsidiaries, and
Fleet Bank, N.A., Banco Popular de Puerto Rico and
George Mason Bank
**11 Statements Regarding Computation of Per Share
Earnings
*21 Subsidiaries of the Registrant
+23.1 Consent of Coopers & Lybrand L.L.P.
+23.2 Consent of Coopers & Lybrand L.L.P.
+23.3 Consent of Coopers & Lybrand, Chartered Accountants
and Registered Auditors
+23.4 Consent of Coopers & Lybrand, Chartered Accountants
and Registered Auditors
**23.5 Consent of Nutter, McClennen & Fish, LLP (contained
in Exhibit 5)
**24 Power of Attorney (contained in the signature page to
this Registration Statement)
</TABLE>
- --------
* Incorporated by reference to the Company's Registration Statement on Form S-1
(File No. 333-22651).

**Previously filed.
+ Filed herewith.

II-2
<PAGE>

(B) FINANCIAL STATEMENT SCHEDULE:

The following Financial Statement Schedule is filed as part of this
Registration Statement.

Report of Independent Accountants

Schedule VIII--Valuation and Qualifying Accounts

ITEM 22. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WASHINGTON, THE
DISTRICT OF COLUMBIA, ON THE 11TH DAY OF SEPTEMBER 1997.

Carey International, Inc.

/s/ David H. Haedicke
By: _________________________________

DAVID H. HAEDICKE
CHIEF FINANCIAL OFFICER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

Chairman of the
/s/ Vincent A. Wolfington* Board and Chief September 11,
- ------------------------------------- Executive Officer 1997
VINCENT A. WOLFINGTON

President and
/s/ Don R. Dailey* Director September 11,
- ------------------------------------- 1997
DON R. DAILEY

/s/ David H. Haedicke Chief Financial
- ------------------------------------- Officer September 11,
DAVID H. HAEDICKE 1997

Principal Accounting
/s/ Paul A. Sandt* Officer September 11,
- ------------------------------------- 1997
PAUL A. SANDT

Director
/s/ David McL. Hillman* September 11,
- ------------------------------------- 1997
DAVID MCL. HILLMAN

Director
- ------------------------------------- September 11,
WILLIAM R. HAMBRECHT 1997

Director
/s/ Robert W. Cox* September 11,
- ------------------------------------- 1997
ROBERT W. COX

Director
/s/ Nicholas J. St. George* September 11,
_____________________________________ 1997
NICHOLAS J. ST. GEORGE

/s/ David H. Haedicke
By: ____________________________
DAVID H. HAEDICKE
ATTORNEY-IN-FACT

Powers of Attorney have been filed with this Registration Statement.

II-4
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of Carey International, Inc.

In connection with our audits of the consolidated financial statements of
Carey International, Inc. and Subsidiaries as of November 30, 1995 and 1996,
and for each of the three years in the period ended November 30, 1996, which
financial statements are included in the Prospectus, we have also audited the
consolidated financial statement schedule listed in Item 16(b) of Part II of
the Registration Statement herein.

In our opinion, this consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information required
to be included therein.

Coopers & Lybrand L.L.P.

Washington, D.C.
January 31, 1997, except for
Notes 1, 2 and 18 as to
which the date is March 1, 1997

1
<PAGE>

SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS

CAREY INTERNATIONAL, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
BALANCE AT BEGINNING CHARGED TO COSTS DEDUCTIONS-- BALANCE AT END
DESCRIPTION OF PERIOD AND EXPENSE WRITE-OFFS OF PERIOD
----------- -------------------- ---------------- ------------ --------------
<S> <C> <C> <C> <C>
Year ended November 30,
1996
Reserve and allowance
from asset accounts:
Allowance for doubtful
accounts............. $293,796 $498,786 $(257,174) $535,408
Year ended November 30,
1995
Reserve and allowance
from asset accounts:
Allowance for doubtful
accounts............. $203,872 $391,964 $(302,040) $293,796
Year ended November 30,
1994
Reserve and allowance
from asset accounts:
Allowance for doubtful
accounts............. $219,979 $251,733 $(267,840) $203,872
</TABLE>

2
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<C> <S> <C>
*2.1 Stock Purchase Agreement dated as of March 1, 1997,
by and among Carey International, Inc., Alfred J.
Hemlock and Lupe C. Hemlock
*2.2 Agreement and Plan of Merger dated as of March 1,
1997, by and among Carey International, Inc.,
Manhattan International Limousine Network Ltd., MLC
Acquisition Corporation and Michael Hemlock
*2.3 Form of Stockholder Action by Written Consent Adopted
in Connection with the Recapitalization
*3.1 Form of Amended and Restated Certificate of
Incorporation of the Company
*3.2 Amended and Restated Bylaws of the Company
*4.1 Specimen Stock Certificate
*4.2 Form of Warrants
*4.3 Carey International, Inc. Common Stock Purchase
Warrant dated September 1, 1991, issued to Yerac
Associates, L.P.
*4.4 Form of Registration Rights Agreement between Carey
International, Inc. and Michael Hemlock
**5 Opinion of Nutter, McClennen & Fish, LLP
*10.1 1997 Equity Incentive Plan
*10.2 1992 Stock Option Plan
*10.3 1987 Stock Option Plan
*10.4 Stock Plan for Non-Employee Directors
*10.5 Lease dated July 5, 1989 for 4530 Wisconsin Avenue,
Washington, D.C., between Carey International, Inc.
and 4530 Wisconsin Associates, as lessor, including
Addendum, Exhibit B and Exhibit C; and Second
Amendment to Lease dated August 6, 1993, including
Exhibit A
*10.6 Form of Escrow Agreement by and among Michael
Hemlock, Alfred J. Hemlock, Lupe C. Hemlock and a
bank to be named
*10.7 Current Form of Standard Master License Agreement
*10.8 Form of Standard International License Agreement
*10.9 Form of Promissory Notes in connection with
Acquisition of Manhattan Limousine
*10.10 Current Form of Standard Independent Operator
Agreement
+10.11 Form of Revolving Credit and Term Loan Agreement by
and among Carey International, Inc., certain of its
direct and indirect wholly-owned subsidiaries, and
Fleet Bank, N.A, Banco Popular de Puerto Rico and
George Mason Bank
**11 Statements Regarding Computation of Per Share
Earnings
*21 Subsidiaries of the Registrant
+23.1 Consent of Coopers & Lybrand L.L.P.
+23.2 Consent of Coopers & Lybrand L.L.P.
+23.3 Consent of Coopers & Lybrand, Chartered Accountants
and Registered Auditors
+23.4 Consent of Coopers & Lybrand, Chartered Accountants
and Registered Auditors
**23.5 Consent of Nutter, McClennen & Fish, LLP (contained
in Exhibit 5)
**24 Power of Attorney (contained in the signature page to
this Registration Statement)
</TABLE>
- --------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-22651).

** Previously filed.
+ Filed herewith.

<PAGE>
EXHIBIT 10.11

REVOLVING CREDIT

AND

TERM LOAN AGREEMENT

Dated as of August 15, 1997
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C> <C>
Article I. DEFINITIONS AND ACCOUNTING TERMS..................... 1
Section 1.01 Defined Terms........................................ 1
Section 1.02 Accounting Terms..................................... 8

Article II. AMOUNT AND TERMS OF THE LOANS........................ 9
Section 2.01 Revolving Credit..................................... 9
Section 2.02 Reduction of Commitment.............................. 10
Section 2.03 Term Loan............................................ 10
Section 2.04 Notice and Manner of Borrowing....................... 11
Section 2.05 Non-Receipt of Funds by Agent........................ 11
Section 2.06 Conversions and Renewals............................. 12
Section 2.07 Interest............................................. 13
Section 2.08 Interest Rate Determination.......................... 15
Section 2.09 Commitment and Other Fees............................ 15
Section 2.10 Notes................................................ 15
Section 2.11 Prepayments.......................................... 16
Section 2.12 Method of Payment.................................... 16
Section 2.13 Use of Proceeds...................................... 16
Section 2.14 Illegality........................................... 17
Section 2.15 Disaster............................................. 17
Section 2.16 Increased Cost....................................... 18
Section 2.17 Risk-Based Capital................................... 18
Section 2.18 Funding Loss Indemnification......................... 19

Article III. CONDITIONS PRECEDENT................................. 20
Section 3.01 Conditions Precedent to Initial Revolving Credit Loan 20
Section 3.02 Conditions Precedent to All Revolving Credit Loans... 22
Section 3.03 Conditions Precedent to the Term Loan................ 22

Article IV. REPRESENTATIONS AND WARRANTIES....................... 23
Section 4.01 Incorporation, Good Standing, and Due Qualification.. 23
Section 4.02 Corporate Power and Authority........................ 23
Section 4.03 Legally Enforceable Agreement........................ 24
Section 4.04 Financial Statements................................. 24
Section 4.05 Labor Disputes and Acts of God....................... 24
Section 4.06 Other Agreements..................................... 24
Section 4.07 Litigation........................................... 25
Section 4.08 No Defaults on Outstanding Judgments or Orders....... 25
Section 4.09 Ownership and Liens.................................. 25
Section 4.10 Subsidiaries and Ownership of Stock.................. 25
Section 4.11 ERISA................................................ 25
</TABLE>

<PAGE>

<S> <C> <C>
Section 4.12 Operation of Business................................ 26
Section 4.13 Taxes................................................ 26
Section 4.14 Debt................................................. 26
Section 4.15 Environment.......................................... 26
Section 4.16 Margin Stock......................................... 27

Article V. AFFIRMATIVE COVENANTS................................ 28
Section 5.01 Maintenance of Existence............................. 28
Section 5.02 Maintenance of Records............................... 28
Section 5.03 Maintenance of Properties............................ 28
Section 5.04 Conduct of Business.................................. 28
Section 5.05 Maintenance of Insurance............................. 28
Section 5.06 Compliance With Laws................................. 28
Section 5.07 Right of Inspection.................................. 28
Section 5.08 Reporting Requirements............................... 29
Section 5.09 Environment.......................................... 31
Section 5.10 Payments............................................. 31
Section 5.11 Inactive Subsidiaries................................ 31

Article VI. NEGATIVE COVENANTS................................... 31
Section 6.01 Liens................................................ 31
Section 6.02 Debt................................................. 33
Section 6.03 Mergers, Etc. ....................................... 33
Section 6.04 Leases............................................... 34
Section 6.05 Sale and Leaseback................................... 34
Section 6.06 Dividends............................................ 34
Section 6.07 Sale of Assets....................................... 34
Section 6.08 Investments.......................................... 35
Section 6.09 Guaranties, Etc. .................................... 35
Section 6.10 Transactions With Affiliates and Foreign Subsidiaries 36

Article VII. FINANCIAL COVENANTS.................................. 36
Section 7.01 Capital Expenditures................................. 37
Section 7.02 Current Ratio........................................ 37
Section 7.03 Profit............................................... 37
Section 7.04 Total Funded Debt to Pro Forma EBITDA................ 37
Section 7.05 Fixed Charge Coverage Ratio.......................... 37
Section 7.06 EBITDA............................................... 37

Article VIII. EVENTS OF DEFAULT.................................... 38
Section 8.01 Events of Default.................................... 38

Article IX. AGENCY PROVISIONS.................................... 41
Section 9.01 Authorization and Action............................. 41
Section 9.02 Liability of Agent................................... 42
Section 9.03 Rights of Agent as a Bank............................ 42
</TABLE>

-ii-
<PAGE>

<S> <C> <C>
Section 9.04 Independent Credit Decisions.......................... 42
Section 9.05 Indemnification....................................... 43
Section 9.06 Successor Agent....................................... 43
Section 9.07 Sharing of Payments, Etc. ............................ 43
Section 9.08 Agent Sale or Assignment.............................. 44

Article X. MISCELLANEOUS......................................... 45
Section 10.01 Amendments, Etc. ..................................... 45
Section 10.02 Notices, Etc. ........................................ 45
Section 10.03 No Waiver............................................. 46
Section 10.04 Successors and Assigns................................ 46
Section 10.05 Costs, Expenses, and Taxes............................ 46
Section 10.06 Integration........................................... 46
Section 10.07 Indemnity............................................. 46
Section 10.08 Governing Law......................................... 47
Section 10.09 Severability of Provisions............................ 47
Section 10.10 Counterparts.......................................... 47
Section 10.11 Headings.............................................. 47
Section 10.12 Jury Trial Waiver; Jurisdiction, Etc. ................ 47
</TABLE>

-iii-
<PAGE>

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 15, 1997 among
CAREY INTERNATIONAL, INC., a Delaware corporation with its chief executive
office at 4530 Wisconsin Avenue, N.W., Washington, D.C. 20016 (the "Borrower"),
and FLEET BANK, N.A., a National Banking Association with an office at 1185
Avenue of the Americas, New York, NY 10036 and Banco Popular De Puerto Rico, a
corporation organized under the laws of the Commonwealth of Puerto Rico, with an
office at 7 West 51st Street, New York, NY 10019, and George Mason Bank, a
Virginia banking corporation, with an office at 11185 Main Street, Fairfax, VA
22030 (individually a "Bank" and collectively the "Banks"), and Fleet Bank, as
agent for the Banks hereunder (in such capacity the "Agent") and Manhattan
International Limousine Network Ltd., a New York corporation with its chief
executive office at 13-05 43rd Avenue, Long Island City, NY 11101; International
Limousine Network Ltd., a New York corporation with its chief executive office
at 13-05 43rd Avenue, Long Island City, NY 11101; Carey Limousine NY, Inc., a
New York corporation with its chief executive office at 27-10 49th Avenue, Long
Island City, NY 11101; Carey Limousine S.F., Inc., a Delaware corporation with
its chief executive office at 137 South Linden Avenue, South San Francisco, CA
94080; Carey Limousine L.A., Inc., a Delaware corporation with its chief
executive office at 6023 Bristol Parkway, Culver City, CA 90230; Carey Limousine
D.C., Inc., a Delaware corporation with its chief executive office at 1610 Mount
Vernon Avenue, Alexandria, VA 22301; Carey Limousine Corporation, a Delaware
corporation with its chief executive office at 120 Powhattan Avenue, Essington,
PA 19029; Carey Licensing, Inc., a Delaware corporation with its chief
executive office at 4530 Wisconsin Avenue, N.W., Washington D.C. 20016; Carey
Services, Inc., a Delaware corporation with its chief executive office at 4530
Wisconsin Avenue, N.W., Washington, D.C. 20016; and Carey Limousine Florida,
Inc., a Delaware corporation with its chief executive office at 1500 Belvedere
Road, West Palm Beach, FL 33406; each a "Guarantor" and collectively the
"Guarantors". The parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following
terms have the following meanings (terms defined in the singular to have the
same meaning when used in the plural and vice versa):

"Affiliate" means any Person (1) which directly or indirectly controls, or
is controlled by, or is under common control with, the Borrower or a Subsidiary;
(2) which directly or indirectly beneficially owns or holds five percent (5%) or
more of any class of voting stock of the Borrower or any Subsidiary; or (3) of
which fifteen percent (15%) or more of the voting stock is directly or
indirectly beneficially owned or held by the Borrower or a Subsidiary. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
<PAGE>

"Adjusted EBITDA" means with respect to a Permitted Acquisition, the sum of
(1) EBITDA of the most recent four fiscal quarters of the acquired company's
financial statements (prepared in accordance with GAAP) plus (2) any non
recurring compensation or other costs that will not be incurred by Borrower
after the acquisition date in connection with the operation of the acquired
company (determined in accordance with the Securities and Exchange Commission's
regulations covering the preparation of pro forma financial statements). In
submitting Adjusted EBITDA, Borrower will provide a detailed schedule of all of
its calculations with respect thereto in form reasonably satisfactory to Agent.
Borrower will also provide Agent with copies of all financial statements which
were utilized as the basis for said calculations.

"Agreement" means this Revolving Credit and Term Loan Agreement, as
amended, supplemented, or modified from time to time.

"Business Day" means any day other than a Saturday, Sunday, or other day on
which commercial banks in New York are authorized or required to close under the
laws of such State(s) and, if the applicable day relates to LIBOR Loan, LIBOR
Interest Period, or notice with respect to a LIBOR Loan, a day on which dealings
in Dollar deposits are also carried on in the London interbank market and banks
are open for business in London.

"Capital Lease" means all leases which have been or should be capitalized
on the books of the lessee in accordance with GAAP.

"Closing Date" shall mean August 15, 1997.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations and published interpretations thereof.

"Collateral" means all property which is subject or is to be subject to the
Lien granted by the Security Agreement.

"Commitment" means each Bank's obligation to make Loans to the Borrower
pursuant to Section 2.01 in the amount referred to therein.

"Commonly Controlled Entity" means an entity, whether or not incorporated,
which is under common control with the Borrower within the meaning of Section
414(b) or 414(c) of the Code.

"Conversion" Date shall mean two (2) years from the Closing Date.

"Debt" means (1) indebtedness or liability for borrowed money; (2)
obligations evidenced by bonds, debentures, notes, or other similar instruments;
(3) obligations for the deferred purchase price of property or services
(including trade obligations); (4) obligations as lessee under Capital Leases;
(5) current liabilities in respect of unfunded vested benefits under Plans
covered by ERISA; (6) obligations under letters of credit; (7)

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obligations under acceptance facilities; (8) all guaranties, endorsements (other
than for collection or deposit in the ordinary course of business), and other
contingent obligations to purchase, to provide funds for payment, to supply
funds to invest in any Person or entity, or otherwise to assure a creditor
against loss; (9) notes issued to sellers in connection with Permitted
Acquisitions; and (10) obligations secured by any Liens, whether or not the
obligations have been assumed, excluding vehicle financing obligations assumed
only in conjunction with Permitted Acquisitions and which are to be refinanced.

"Default Rate" means the rate set forth in Section 2.07 as the rate
applicable in the event of the occurrence of an Event of Default.

"Dollars" and the sign "$" mean lawful money of the United States of
America.

"Earn Out Provisions" means those payment obligations incurred in
connection with Permitted Acquisitions which are calculated based upon the
future performance of the acquired entity.

"EBITDA" means income from continuing operations before the payment of
interest and taxes plus depreciation and amortization determined in accordance
with GAAP.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereof.

"Eurocurrency Reserve Requirement" means, for any LIBOR Loan for any
Interest Period therefor, the daily average of the stated maximum rate
(expressed as a decimal) at which reserves (including any marginal,
supplemental, or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the Federal Reserve System
in New York City with deposits exceeding one billion Dollars against
"Eurocurrency liabilities" (as such term is used in Regulation D) but without
benefit or credit of proration, exemptions, or offsets that might otherwise be
available from time to time under Regulation D. Without limiting the effect of
the foregoing, the Eurocurrency Reserve Requirement shall reflect any other
reserves required to be maintained against (1) any category of liabilities that
includes deposits by reference to which the LIBOR Interest Rate for LIBOR Loans
is to be determined; or (2) any category of extension of credit or other assets
that include LIBOR Loans.

"Event of Default" means any of the events specified in Section 8.01,
provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

"Facility Amount" shall have the meaning set forth in Section 2.01.

"Foreign Subsidiary" means a Subsidiary which was incorporated in a
jurisdiction other than a state within the United States of America.

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<PAGE>

"GAAP" means generally accepted accounting principles in the United States.

"Guarantor" means each of Manhattan International Limousine Network Ltd.,
International Limousine Network Ltd., Carey Limousine, NY, Inc., Carey Limousine
S.F., Inc., Carey Limousine, L.A., Inc., Carey Limousine D.C., Inc., Carey
Limousine Corporation, Carey Licensing, Inc., Carey Services, Inc., and Carey
Limousine Florida, Inc., collectively the "Guarantors".

"Guaranty" means the Guaranty in substantially the form of Exhibit B to be
delivered by each Guarantor under the terms of this Agreement.

"Interest Period" means with respect to any LIBOR Loan, the period
commencing on the date such Loan is made and ending, as the Borrower may select
(limited to one, three or six month periods), pursuant to Section 2.04, on the
numerically corresponding day in the first, third or sixth calendar month
thereafter, except that each such Interest Period that commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month
provided that all of the foregoing provisions relating to Interest Periods are
subject to the following:

(1) No Interest Period may extend beyond the Conversion Date;

(2) No Interest Period may extend beyond a principal repayment date for the
Term Loan unless, after giving effect thereto, the aggregate principal amount of
the LIBOR Loans owed to each Bank having Interest Periods that end after such
principal repayment date shall be equal to or less than the principal amount to
be outstanding under the Term Loan of such Bank after such principal repayment
date; and

(3) If an Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended to the next Business Day unless, in the
case of a LIBOR Loan, such Business Day would fall in the next calendar month,
in which event such Interest Period shall end on the immediately preceding
Business Day.

"Initial Public Offering" means that public offering described in a certain
S-1 Registration Statement filed with the Securities and Exchange Commission,
Registration No. 333-22651.

"Lending Office" means, with respect to any Bank, for each type of Loan,
the Lending Office of such Bank (or of an affiliate of such Bank) designated for
such type of Loan on the signature pages hereof or such other office of such
Bank (or of an affiliate of such Bank) as that Bank may from time to time
specify to the Borrower and the Agent as the office at which its Loans of such
type are to be made and maintained.

"LIBOR Interest Rate" means, for each LIBOR Loan, the rate per annum
(rounded upward, if necessary, to the nearest 1/32 of 1%) determined by the
Agent to be equal to

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<PAGE>

the quotient of (1) the London Interbank Offered Rate for such LIBOR Loan for
such Interest Period divided by (2) one minus the Eurocurrency Reserve
Requirement for such Interest Period.

"LIBOR Loan" means any Loan when and to the extent that the interest rate
therefor is determined by reference to the LIBOR Interest Rate.

"Lien" means any mortgage, deed of trust, pledge, security interest,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), or preference, priority, or other security agreement or preferential
arrangement, charge, or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing).

"Loan(s)" means the Revolving Credit Loans or the Term Loans or any or all
of them as the context may require.

"Loan Document(s)" means this Agreement, the Notes, the Security
Agreements, the Guarantees and the LOC Documents.

"LOC Obligations" shall have the meaning set forth in Section 2.01 hereof.

"LOC Documents" shall have the meaning set forth in Section 2.01 hereof.

"London Interbank Offered Rate" ("LIBOR") means, as applicable to any LIBOR
Loan, the rate per annum (rounded upward, if necessary, to the nearest 1/32 of
one percent) as determined on the basis of the offered rates for deposits in
Dollars, for a period of time comparable to such LIBOR Loan which appears on the
Telerate page 3750 as of 11:00 a.m. London time on the day that is two London
Banking Days preceding the first day of such LIBOR Loan; provided, however, if
the rate described above does not appear on the Dow Jones Markets Telerate
System on any applicable interest determination date, the LIBOR rate shall be
the rate (rounded upwards as described above, if necessary) for deposits in
dollars for a period substantially equal to the interest period on the Reuters
Page 'LIBO'(or such other page as may replace the LIBO Page on that service for
the purpose of displaying such rates), as of 11:00 a.m. (London Time), on the
day that is two (2) London Banking Days prior to the beginning of such interest
period. "Banking Day" shall mean, in respect of any city, any date on which
commercial banks are open for business in that city.

If both the Telerate and Reuters system are unavailable, then the rate for
that date will be determined on the basis of the offered rates for deposits in
Dollars for a period of time comparable to such LIBOR Loan which are offered by
four major banks in the London interbank market at approximately 11:00 a.m.
London time, on the day that is two (2) London Banking Days preceding the first
day of such LIBOR Loan as selected by the Agent. The principal London office of
each of the four major London banks will be requested to provide a quotation of
its U.S. dollar deposit offered rate. If at least two such

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quotations are provided, the rate for that date will be arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
U.S dollars to leading European banks for a period of time comparable to such
LIBOR Loan offered by major banks in New York City at approximately 11:00 a.m.,
New York City time, on the day that its two London Banking Days preceding the
first day of such LIBOR Loan. In the event that Bank is unable to obtain any
such quotation as provided above, it will be deemed that LIBOR pursuant to a
LIBOR Loan cannot be determined.

"Majority Banks" means at any time the Bank or Banks holding at least
sixty-six and two thirds percent (66 2/3%) of the then aggregate unpaid
principal amount of the Notes held by the Banks, or, if no such principal amount
is then outstanding, the Bank or Banks having at least sixty-six and two thirds
percent (66 2/3%) of the aggregate Commitments.

"Multiemployer Plan" means a Plan described in Section 4001 (a)(3) of
ERISA.

"Note(s)" means the promissory notes described in Section 2.10 hereof.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Permitted Liens" means those liens permitted pursuant to Section 6.01
hereof.

"Permitted Acquisition" prior to the Conversion Date means acquisition of
the stock or assets of companies incorporated within a state in the United
States of America and engaged in the chauffeured vehicle service industry as
follows:

(1) Acquisition must be completed prior to the Conversion Date, and

(2) Borrower shall have furnished Agent with a Compliance Certificate
satisfactory to Agent showing:

(a) That the ratio of Total Funded Debt to Pro Forma EBITDA, does not
exceed 2:00 to 1:00 at the date of acquisition. Such ratio will include the
effects on Total Funded Debt and Pro Forma EBITDA for the acquisition.

(b) The maximum purchase price of acquisitions, (excluding such
portion of the purchase price as is payable in stock, Earn Out Provisions,
assumption of permitted Debt and further excluding acquisitions occurring prior
to the closing date of this Agreement but including prepayment or reimbursement
of any notes issued in connection with such acquisition), shall not exceed Seven
Million Five Hundred Thousand Dollars ($7,500,000) individually nor aggregate
more than Fifteen Million Dollars ($15,000,000) during any rolling twelve month
period without prior written consent of the Majority Banks, such consent not to
be unreasonably withheld or delayed, and

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<PAGE>

(c) Compliance with all financial covenants on a pre-acquisition basis
and pro forma basis after giving effect to the acquisition.

(3) All Debt issued to the acquired company and its shareholders must be
within the definition of Subordinated Debt excluding up to an aggregate of Two
Million Five Hundred Thousand Dollars ($2,500,000) of notes issued to sellers of
acquired companies and also excluding obligations under any Earn Out Provision.

"Permitted Acquisition" subsequent to the Conversion Date means any
acquisition not otherwise prohibited under this Agreement, sub-sections (1) and
(2) above being no longer applicable.

"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority, or other entity of whatever nature.

"Plan" means any pension plan which is covered by Title IV of ERISA and in
respect of which the Borrower or a Commonly Controlled Entity is an "employer"
as defined in Section 3(5) of ERISA.

"Prime Loan" means any Loan when and to the extent that the Interest rate
therefor is determined by reference to the Prime Rate.

"Prime Rate" means the variable per annum rate of interest so designated
from time to time by Fleet National Bank as its prime rate. The Prime Rate is a
referenced rate and does not necessarily represent the lowest or best rate
charged to any customer.

"Principal Office" means the Bank's office at 1185 Avenue of the Americas,
New York, New York 10036.

"Pro Forma EBITDA" means the sum of (1) the EBITDA of the most recent four
fiscal quarters of the Borrower on a consolidated (excluding Foreign
Subsidiaries) basis plus (2) the Adjusted EBITDA of all acquired companies not
already included in clause 1 above.

"Prohibited Transaction" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Code.

"Reference Bank" means Fleet Bank, N.A.

"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as amended or supplemented from time to time.

"Reportable Event" means any of the events set forth in Section 4043 of
ERISA.

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<PAGE>

"Revolving Credit Loans" shall have the meaning assigned to such term in
Section 2.01.

"Security Agreement(s)" means the Security Agreements of even date herewith
among the Borrower, each Subsidiary and each Guarantor under the terms of this
Agreement.

"Subordinated Debt" means indebtedness which is at all times fully
subordinated both in payment and liquidation priority (including but not limited
to lien priority and, whether before or after any liquidation of the assets of
Borrower), to the indebtedness to the Banks and each of them upon terms and
conditions and evidenced by agreements all satisfactory to Agent, in its sole
reasonable discretion, which agreement shall include but not be limited to
provisions permitting payment prior to default but prohibiting payments to any
subordinated debt holder after the occurrence of an Event of Default and further
providing that any such subordinated debt holder shall not be entitled to
exercise any rights of any kind whatsoever against Borrower or any Guarantor
until the expiration of one hundred eighty (180) days after the giving of
written notice to Agent of the holder's intent to exercise such rights.

"Subsidiary" means, as to the Borrower, a corporation of which shares of
stock having ordinary voting power (other than stock having such power only by
reason of the happening of a contingency) to elect a majority of the board
directors or other managers of such corporation are at the time owned, or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by the Borrower including but not limited to
those currently existing Subsidiaries all as listed on Schedule I.

"Term Loans" shall have the meaning assigned to such term in Section 2.03.

"Total Funded Debt" means (1) the Revolving Credit Loans or the Term Loans,
whichever is applicable, (2) indebtedness or liability for borrowed money, (3)
obligations evidenced by bonds, debentures, notes or other similar instruments,
(4) obligations as lessee under Capital Leases but excluding vehicle financing
obligations assumed only in connection with Permitted Acquisitions which are to
be refinanced and (5) notes issued to sellers in connection with Permitted
Acquisitions.

SECTION 1.02 ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP consistent with those
applied in the preparation of the financial statements referred to in Section
4.04, and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.

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<PAGE>

ARTICLE II.

AMOUNT AND TERMS OF THE LOANS

SECTION 2.01 REVOLVING CREDIT. Each Bank severally agrees, on the terms and
conditions hereinafter set forth, to make loans (the "Revolving Credit Loans")
to the Borrower from time to time during the period from the date of this
Agreement up to but not including the Conversion Date in an aggregate principal
amount not to exceed at any time outstanding the amount set opposite such Bank's
name below, as such amount may be reduced pursuant to Section 2.02 (such Bank's
"Commitment").
<TABLE>
<CAPTION>

Name of Bank Amount
------------ ------
<S> <C>

Fleet Bank, N.A. $18,000,000.00
Banco Popular De $ 5,000,000.00
Puerto Rico
George Mason Bank $ 2,000,000.00

_____________________

Total $25,000,000 (The "Facility Amount")

</TABLE>

Each Revolving Credit Loan which shall not utilize the Commitment in full
shall be in an amount not less than One Hundred Thousand Dollars ($100,000),
provided that each LIBOR Loan shall be in an amount not less than Two Hundred
Fifty Thousand Dollars ($250,000). Each Loan made in respect of the Revolving
Credit Loans (including the issuance of Letters of Credit) shall be made by each
Bank in the proportion which that Bank's Commitment bears to the total amount of
all the Banks' Commitments. Within the limits of the Commitment, the Borrower
may borrow, repay pursuant to Section 2.11, and reborrow under this Section
2.01. On such terms and conditions, the Loans may be outstanding as Prime Loans
or LIBOR Loans. Each type of Revolving Credit Loan shall be made and maintained
at such Bank's Lending Office for such type of Loan. The failure of any Bank to
make any requested Revolving Credit or Term Loan to be made by it on the date
specified for such Loan shall not relieve any other Bank of its obligation (if
any) to make such Loan on such date, but no Bank shall be responsible for the
failure of any other Bank to make such Loans to be made by such other Bank. It
is understood and agreed that the Commitment of Agent shall not at any time
exceed Eighteen Million Dollars ($18,000,000).

As part of the Revolving Credit Loans, and subject to all terms and
conditions of this Agreement and to such other agreements as Agent may require
in connection with letters of credit (the "LOC Documents"), Agent (on behalf of
all Banks pro rata based on each Bank's Commitment) may issue at any time prior
to the Conversion Date up to One Million Five Hundred Thousand Dollars
($1,500,000) in letters of credit on behalf of Borrower, any Subsidiary, or any
Guarantor (the "LOC Obligations").

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With respect to LOC Obligations:

(1) The total face amount of any such letters of credit shall reduce
the (a) Facility Amount for purposes of computing the amount of available
borrowing under the Revolving Credit Loans as well as (b) Bank's Commitments for
purposes of computing the commitment fee on the unused portion referred to in
Section 2.09 hereof.

(2) No letter of credit shall have an expiry date beyond the final
maturity of the Term Loans.

(3) Letters of credit shall be issued in minimum original face amounts
of One Hundred Thousand Dollars ($100,000).

(4) The request for the issuance of a letter of credit shall be
submitted to Agent at least five (5) Business Days prior to the request date of
issuance.

(5) If the Borrower or party on whose behalf a letter of credit was
issued shall fail to reimburse the Agent in connection with any draw as provided
in the LOC Documents, the unreimbursed amount of such drawing shall bear
interest at the Prime Rate plus three percent (3%).

(6) The Borrower shall pay to the Agent, for the ratable benefits of
Banks, a commission of one percent (1%) per annum on the average daily maximum
amount available to be drawn under each letter of credit from the date of
issuance to the expiry date. Said commission shall be payable quarterly in
arrears.

(7) In addition to the fees payable pursuant to subsection (6) above,
the Borrower shall pay to the Agent for its own account without sharing by the
other Banks the customary charges from time to time of the Agent with respect to
the issuance, amendment, transfer, administration, cancellation and conversion
of, and drawings under, such letters of credit.

SECTION 2.02 REDUCTION OF COMMITMENT. The Borrower shall have the right,
upon at least ten (10) Business Days' notice to the Agent, to terminate in whole
or reduce in part the unused portion of the Commitment, provided that each
partial reduction shall be in the amount of at least One Million Dollars
($1,000,000), and provided further that no reduction shall be permitted if,
after giving effect thereto, and to any prepayment made therewith, the
outstanding and unpaid principal amount of the Loans shall exceed the
Commitment. Any reduction in part of the unused portion of the Commitments shall
be made in the proportion that each Bank's Commitment bears to the total amount
of all Bank's Commitments. The Commitments, once reduced or terminated, may not
be reinstated.

SECTION 2.03 TERM LOAN. Each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make a loan (the "Term Loans") to the
Borrower

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on the Conversion Date in a principal amount equal to the total amount of
Revolving Credit Loans outstanding to such Bank on the Conversion Date, said
loans to be for the sole purpose of repaying the Revolving Credit Loans. Each
type of Loan shall be made and maintained at such Bank's Lending Office for such
type of Loan.

SECTION 2.04 NOTICE AND MANNER OF BORROWING. The Borrower may give the
Agent notice of any Revolving Credit Loans under this Agreement, on the day of
borrowing as to each Prime Loan, and at least three (3) Business Days before
each LIBOR Loan, specifying: (1) the date of such Loan; (2) the amount of such
Loan; (3) the type of Loan; (4) the purpose of such Loan; and (5) in the case of
a LIBOR Loan, the duration of the Interest Period applicable thereto. The Agent
shall promptly notify each Bank of each such notice. Not later than 12:00 P.M.
prevailing time in New York on the date of such Revolving Credit Loans, each
Bank will make available to the Agent at 1185 Avenue of the Americas, New York,
New York 10036 immediately available funds, such Bank's pro rata share of such
Revolving Credit Loans. After the Agent's receipt of such funds, not later than
3:30 P.M. on the date of such Revolving Credit Loans and upon fulfillment of the
applicable conditions set forth in Article III, the Agent will make such
Revolving Credit Loans available to the Borrower in immediately available funds
by crediting the amount thereof to the Borrower's account with the Agent. The
Borrower shall give the Agent notice of the Term Loan under this Agreement, at
least twenty (20) Business Days before each such Term Loan if all or a portion
of such Loan is a Prime Loan, and at least twenty (20) Business Days before each
such Term Loan if all or a portion of such Loan is a LIBOR Loan, specifying: (1)
the amount of the Loan; (2) the portion of such Term Loan that will be a Prime
or LIBOR Loan; and (3) in the case all or a portion of such Term Loan is a LIBOR
Loan, the duration of the Interest Period applicable thereto. The Agent shall
promptly notify each Bank of such notice. Not later than 12:00 P.M. prevailing
time in New York on the date of such Term Loans, each Bank will make available
to the Agent at 1185 Avenue of the Americas, New York, New York 10036 in
immediately available funds, such Bank's pro rata share of such Term Loans.
After the Agent's receipt of such funds, not later than 3:30 P.M. prevailing
time in New York on the date of the Term Loans and upon fulfillment of the
applicable conditions set forth in Article III, the Agent will make such Term
Loans available to the Borrower and the proceeds of the Term Loans shall be
applied to the extent required to the payment in full of the then outstanding
Revolving Credit Loans of each Bank.

SECTION 2.05 NON-RECEIPT OF FUNDS BY AGENT. Unless the Agent shall have
received notice from a Bank prior to the date on which such Bank is to provide
funds to the Agent for a Loan to be made by such Bank that such Bank will not
make available to the Agent such funds, the Agent may assume that such Bank has
made such funds available to the Agent on the date of such Loan in accordance
with Section 2.04 and the Agent in its sole discretion may, but shall not be
obligated to, in reliance upon such assumption, make available to the Borrower
on such date a corresponding amount. If and to the extent such Bank shall not
have so made such funds available to the Agent, such Bank agrees to repay to the
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent, at the customary
rate

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set by the Agent for the correction of errors among banks for three Business
Days and thereafter at the Prime Rate. If such Bank shall repay to the Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan for purposes of this Agreement. If such Bank does not pay such
corresponding amount forthwith upon the Agent's demand therefor, the Agent shall
promptly notify each other Bank, and each other Bank shall immediately pay its
pro rata share of such corresponding amount to the Agent provided however that
no Bank shall be required to exceed the amount of its Commitment hereunder. To
the extent that any such amount exceeds the Bank's Commitments hereunder, said
excess shall be immediately repaid to Agent by Borrower. Notwithstanding the
foregoing, Agent shall make reasonable attempts to replace the Bank which failed
to pay such corresponding amount, provided however that Agent shall not be
obligated to find such a replacement.

Unless the Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Banks hereunder that the Borrower will
not make such payment in full, the Agent may assume that the Borrower has made
such payment in full to the Agent on such date and the Agent in its sole
discretion may, but shall not be obligated to, in reliance upon such assumption,
cause to be distributed to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent the Borrower shall not have so
made such payment in full to the Agent, each Bank shall repay to the Agent
forthwith on demand such amount distributed to such Bank together with interest
thereon, for each day from the date such amount is distributed to such Bank
until the date such Bank repays such amount to the Agent, at the customary rate
set by the Agent for the correction of errors among banks for three Business
Days and thereafter at the Prime Rate.

SECTION 2.06 CONVERSIONS AND RENEWALS. The Borrower may elect from
time to time to convert all or a part of one type of Loan into another type of
Loan or to renew all or part of a Loan by giving the Agent notice at least three
(3) Business Days before conversion into a Prime Loan, and at least three (3)
Business Days before the conversion into or renewal of a LIBOR Loan, specifying:
(1) the renewal or conversion date; (2) the amount of the Loan to be converted
or renewed; (3) in the case of conversions, the type of Loan to be converted
into; and (4) in the case of renewals of or a conversion into LIBOR Loans, the
duration of the Interest Period applicable thereto; provided that (a) the
minimum principal amount of each Loan outstanding after a renewal or conversion
shall be One Hundred Thousand Dollars ($100,000) in the case of Prime Loans, and
Two Hundred and Fifty Thousand Dollars ($250,000) in the case of LIBOR Loans;
and (b) LIBOR Loans can be converted only on the last day of the Interest Period
for such Loan. The Agent shall promptly notify each Bank of each such notice.
All conversions and renewals shall be made in the proportion that each Bank's
Loan bears to the total amount of all the Banks' Loans. All notices given under
this Section 2.06 shall be irrevocable and shall be given not later than 12:00
P.M. prevailing time in New York on the day which is not less than the number of
Business Days specified above for such notice. If the Borrower shall fail to
give the Agent the notice as specified above for the renewal or conversion of a
LIBOR Loan prior to the end of the Interest Period with respect thereto, such
LIBOR Loan shall automatically be converted into a Prime Loan on the last day of

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<PAGE>

the Interest Period for such Loan. A maximum of five LIBOR Loans may be
outstanding at any one time.

SECTION 2.07 INTEREST. The Borrower shall pay interest to the Agent for the
account of each Bank on the outstanding and unpaid principal amount of that
Bank's Revolving Credit Loans made under this Agreement at a rate per annum as
follows:

(1) For a Prime Loan at a rate equal to the Prime Rate; and

(2) For a LIBOR Loan at a rate equal to the LIBOR Interest Rate plus Two
Percent (2%).

The Borrower shall pay interest to the Agent for the account of each Bank
on the outstanding and unpaid principal amount of that Bank's Term Loan made
under this Agreement at a rate per annum based upon the ratio of Total Funded
Debt to Pro Forma EBITDA on the Conversion Date as follows:

Ratio of Total Funded
Debt to Pro Forma EBITDA LIBOR Interest Rate PLUS Prime Interest Rate PLUS
- ------------------------ ------------------------ ------------------------
<S> <C> <C>
Less than or equal to 1:00 2.25% .25%
to 1:00

Greater than 1:00 to 1:00 2.50% .50%
but less than or equal
to 1:50 to 1:00

Greater than 1:50 to 1:00 2.75% .75%
but less than or equal to
2:20 to 1:00
</TABLE>

At the Conversion Date, a fixed rate option may, subject to availability be
offered. If offered, it will be subject to yield protection language relating to
changes in reserve requirements, prepayment premiums, applicable law, taxes and
other factors. Such fixed rate option interest would be payable monthly and be
subject to all other terms of this Agreement. Borrower shall select an option
with respect to interest on the Term Loan pursuant to Section 2.04 hereof.

Any change in the interest rate based on the Prime Rate resulting from a
change in the Prime Rate shall be effective as of the opening of business on the
day on which such change in the Prime Rate becomes effective.

Interest on each Prime Loan shall be calculated on the basis of a year of
360 days for the actual number of days elapsed. Interest on each LIBOR Loan
shall be calculated on the basis of a year of 360 days for the actual number of
days elapsed.

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<PAGE>

Interest on the Loans shall be paid in immediately available funds to the
Agent at its Principal Office for the account of the applicable Lending Office
of each Bank as follows:

(1) For each Prime Loan on the first day of each month commencing the first
such date after such Loan and continuing on the first day of each successive
month thereafter until all Revolving Credit Loans and all Term Loans have been
paid in full.

(2) For each LIBOR Loan, on the first day of each month commencing on the
first such date after such Loan (as well as at maturity) and continuing on the
first day of each successive month thereafter until all Revolving Credit Loans
and all Term Loans have been paid in full.

Agent may collect and Borrower will pay a late charge (to be shared pari
passu with all Banks) not to exceed five (5) percent of any installment of
principal or interest, or of any other amount due to the Agent which is not paid
or reimbursed by the Borrower within ten (10) days of the due date thereof to
defray the cost and extra expense involved in handling such delinquent payment
and the increased risk of non-collection.

Upon the occurrence and continuance of an Event of Default, or after
maturity, the interest rate for all Loans shall be 2% per annum in excess of the
interest rate in effect at the time of the Event of Default or maturity (the
"Default Rate") provided, however, said Default Rate shall not apply if such
Event of Default has been waived by the Agent, in writing.

All agreements between Borrower, Guarantors and Subsidiaries and Banks
and/or Agent are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of maturity of the indebtedness
evidenced hereby or otherwise, shall the amount paid or agreed to be paid for
the use or the forbearance of the indebtedness evidenced hereby exceed the
maximum permissible under applicable law. As used herein, the term "applicable
law" shall mean the law in effect as of the date hereof provided, however, that
in the event there is a change in the law which results in a higher permissible
rate of interest, then said Agreements shall be governed by such new law as of
its effective date. In this regard, it is expressly agreed that it is the intent
of all parties hereto in the execution, delivery and acceptance of said
Agreements to contract in strict compliance with the laws of the State of New
York from time to time in effect. If, under or from any circumstances
whatsoever, fulfillment of any provision hereof or of any of the Loan Documents
at the time of performance of such provision shall be due, shall involve
transcending the limit of such validity prescribed by applicable law, then the
obligation to be fulfilled shall automatically be reduced to limits of such
validity, and if under or from circumstances whatsoever Agents, Banks or any of
them should ever receive as interest and amount which would exceed the highest
lawful rate, such amount which would be excessive interest shall be applied to
the reduction of the principal balance evidenced hereby and not to the payment
of interest. This provision shall control every other provision of all
agreements between Borrower, Guarantors, Subsidiaries, Agents and Banks.

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<PAGE>

SECTION 2.08 INTEREST RATE DETERMINATION. The Agent shall give
prompt notice to the Borrower and the Banks of the applicable interest rate
determined by the Agent pursuant to the terms of this Agreement.

SECTION 2.09 COMMITMENT AND OTHER FEES. The Borrower agrees to pay to
the Agent for the account of each Bank a commitment fee on the average daily
unused portion of such Bank's Commitment from the date of this Agreement until
the Conversion Date at the rate of 0.375% per annum, payable on the last day of
each quarter during the term of such Bank's Commitment, the first such payment
to be due on September 30, 1997 and the final such payment to be due on the
Conversion Date. Upon receipt of any commitment fees, the Agent will promptly
thereafter cause to be distributed such payments to the Banks in the proportion
that each Bank's unused Commitment bears to the total of all the Banks' unused
Commitments. In addition thereto, a fee of .5% of the Total Facility shall be
payable at Closing, to be shared pari passu by all Banks.

SECTION 2.10 NOTES. All Revolving Credit Loans made by each Bank under
this Agreement shall be evidenced by, and repaid with interest in accordance
with, a single promissory note of the Borrower in substantially the form of
Exhibit A, duly completed, dated the date of this Agreement, and payable to such
Bank for the account of its applicable Lending Office, such Note to represent
the obligation of the Borrower to repay the Revolving Credit Loans, as the case
may be. Each Bank is hereby authorized by the Borrower to endorse on the
schedule attached to the Note held by it the amount and type of each Revolving
Credit Loan and each renewal, conversion, and payment of principal amount
received by such Bank for the account of its applicable Lending Office on
account of its Revolving Credit Loans, which endorsement shall, in the absence
of manifest error, be conclusive as to the outstanding balance of the Revolving
Credit Loans made by such Bank; provided, however, that the failure to make such
notation with respect to any Revolving Credit Loan or renewal, conversion, or
payment shall not limit or otherwise affect the obligations of the Borrower
under this Agreement or the Note held by such Bank.

All Revolving Credit Loans shall be repaid on the Conversion Date,
subject to Section 2.03 hereof. The proceeds of the Term Loans shall be applied
to the extent required to the payment in full of the then outstanding Revolving
Credit Loans, provided that all accrued interest shall be paid, and, if the then
outstanding aggregate principal amount of the Revolving Credit Loans exceeds the
principal amount of the Term Loan, the amount of the excess shall also be paid.

On and after the Conversion Date, the unpaid principal amount of the Term
Loan shall be repaid in sixty (60) consecutive monthly installments of principal
(plus accrued interest), each in an amount equal to one and two thirds percent
(1.66%) of the original principal amount of such Term Loan. The first such
installment shall be due on the first day of the first full month following the
Conversion Date with subsequent installments on the first day of each successive
month thereafter to and including August 16, 2004; provided, however, that the
last such installment shall be in the amount necessary to

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<PAGE>

repay in full the unpaid principal amount of such Term Loan, plus all accrued
interest, if any, and such other amounts as may be payable thereon.

SECTION 2.11 PREPAYMENTS. The Borrower may, upon at least three (3)
Business Days' notice to the Agent in the case of Prime Loans and at least three
(3) Business Days' notice to the Agent in the case of LIBOR Loans, prepay the
Notes in whole or in part with accrued interest to the date of such prepayment
on the amount prepaid, provided that (1) each partial payment shall be in a
principal amount of not less than Five Hundred Thousand Dollars ($500,000); (2)
LIBOR Loans may be prepaid only on the last day of the Interest Period for such
Loans and upon terms set forth in Section 2.18 hereof; and (3) in the case of
the Term Notes, prepayments shall be applied to the principal installments of
the Term Notes in the inverse order of their maturities. Upon receipt of any
such prepayments, the Agent will promptly thereafter cause to be distributed
such prepayment to each Bank for the account of its applicable Lending Office in
the proportion that each such Bank's Loan to which the prepayment applies bears
to the total amount of all the Banks' Loans to which the prepayment applies.

SECTION 2.12 METHOD OF PAYMENT. The Borrower shall make each payment
under this Agreement and under the Notes not later than 12:00 P.M. prevailing
time in New York on the date when due in lawful money of the United States to
the Agent at its Principal Office for the account of the applicable Lending
Office of each Bank in immediately available funds. The Agent will promptly
thereafter cause to be distributed (1) such payments of principal and interest
in like funds to each Bank for the account of its applicable Lending Office in
the proportion that such Bank's Loans to which the payment applies bears to the
total amount of all Banks' Loans to which the payment applies and (2) other fees
payable to any Bank to be applied in accordance with the terms of this
Agreement. The Borrower hereby authorizes each Bank, if and to the extent
payment is not made when due under this Agreement or under the Notes, to charge
from time to time against any account of the Borrower with such Bank any amount
as due. Whenever any payment to be made under this Agreement or under the Notes
shall be stated to be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day, and such extension of time shall be
included in the computation of the payment of interest and the commitment fee,
as the case may be, except, in the case of a LIBOR Loan, if the result of such
extension would be to extend such payment into another calendar month, such
payment shall be made on the immediately preceding Business Day.

SECTION 2.13 USE OF PROCEEDS. The proceeds of the Loan hereunder shall be
used by the Borrower

(1) To finance Permitted Acquisitions of companies engaged in the
chauffeured vehicle service industry;

(2) To provide for up to Five Million Dollars ($5,000,000) of Working
Capital inclusive of transaction fees and expenses; and

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<PAGE>

(3) To prepay or reimburse the Borrower's prepayment of up to Four
Million Seven Hundred Forty Thousand Dollars ($4,740,000) in notes issued in
connection with an acquisition of Manhattan International Limousine Network Ltd.

The Borrower will not, directly or indirectly, use any part of such
proceeds for the purpose of purchasing or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
or to extend credit to any Person for the purpose of purchasing or carrying any
such margin stock, or for any purpose which violates, or is inconsistent with,
Regulation X of such Board of Governors.

SECTION 2.14 ILLEGALITY. Notwithstanding any other provision in this
Agreement, if any Bank determines that any applicable law, rule, or regulation,
or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or compliance by such
Bank (or its Lending Office) with any request or directive (whether or not
having the force of law) of any such authority, central bank, or comparable
agency shall make it unlawful or impossible for such Bank (or its Lending
Office) to maintain or fund its LIBOR Loans, then upon notice to the Borrower
(with a copy to the Agent) by such Bank the outstanding principal amount of all
LIBOR Loans, together with interest accrued thereon, and any other amounts
payable to each Bank under this Agreement shall be converted to a Prime Loan (a)
immediately upon demand of such Bank if such change or compliance with such
request, in the judgment of such Bank, requires immediate repayment, or (b) at
the expiration of the last Interest Period to expire before the effective date
of any such change or request.

SECTION 2.15 DISASTER. Notwithstanding anything to the contrary herein:

(1) If the Agent determines (which determination shall be conclusive)
that quotations of interest rates for the relevant deposits referred to in the
definition of LIBOR Interest Rate, as the case may be, are not being provided in
the relevant amounts or for the relative maturities for purposes of determining
the rate of interest on a LIBOR Loan as provided in this Agreement; or

(2) If the Majority Banks determine (which determination shall be
conclusive) that the relevant rates of interest referred to in the definition of
LIBOR Interest Rate, upon the basis of which the rate of interest for any such
type of Loan is to be determined do not accurately cover the cost to the Banks
of making or maintaining such type of Loans; then the Agent shall forthwith give
notice thereof to the Borrower, whereupon (a) the obligation of the Banks to
make LIBOR Loans, shall be suspended until the Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, and (b) the
outstanding principal amount of each LIBOR Loan, as the case may be, together
with accrued interest thereon, on the last day of the then current Interest
Period applicable to such Loan, shall be converted to a Prime Loan.

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<PAGE>

SECTION 2.16 INCREASED COST. From time to time upon notice to the
Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the
Agent for the account of the applicable Bank such amounts as any Bank may
determine to be necessary to compensate such Bank for any costs incurred by such
Bank which such Bank determines are attributable to its making or maintaining
any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or
any reduction in any amount receivable by such Bank under this Agreement or its
Note in respect of any such Loans or such obligation (such increases in costs
and reductions in amounts receivable being herein called "Additional Costs"),
resulting from any change after the date of this Agreement in U.S. federal,
state, municipal, or foreign laws or regulations (including Regulation D), or
the adoption or making after such date of any interpretations, directives, or
requirements applying to a class of banks including such Bank of or under U.S.
federal, state, municipal, or foreign laws or regulations (whether or not having
the force of law) by any court or governmental or monetary authority charged
with the interpretation or administration thereof ("Regulatory Change"), which:
(1) changes the basis of taxation of any amounts payable to such Bank under this
Agreement or its Note in respect of any of such Loans (other than taxes imposed
on the overall net income of such Bank or of its Lending Office for any of such
Loans by the jurisdiction where the Principal Office or such Lending Office is
located); or (2) imposes or modifies any reserve, special deposit, compulsory
loan, or similar requirements relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of, such Bank (including
any of such Loans or any deposits referred to in the definition of LIBOR
Interest Rate); or (3) imposes any other condition affecting this Agreement or
its Note (or any of such extensions of credit or liabilities). Each Bank will
notify the Borrower (with a copy to the Agent) of any event occurring after the
date of this Agreement which will entitle such Bank to compensation pursuant to
this Section 2.16 as promptly as practicable after it obtains knowledge thereof
and determines to request such compensation.

Determinations by any Bank for purposes of this Section 2.16 of the effect
of any Regulatory Change on its costs of making or maintaining Loans or on
amounts receivable by it in respect of Loans, and of the additional amounts
required to compensate any such Bank in respect of any Additional Costs, shall
be conclusive, provided that such determinations are made on a reasonable basis.

SECTION 2.17 RISK-BASED CAPITAL. In the event that any Bank determines
that (1) compliance with any judicial, administrative, or other governmental
interpretation of any law or regulation or (2) compliance by such Bank or any
corporation controlling such Bank with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
has the effect of requiring an increase in the amount of capital required or
expected to be maintained by such Bank or any corporation controlling such Bank,
and such Bank determines that such increase is based upon its obligations
hereunder, and other similar obligations, the Borrower shall pay to the Agent,
for the account of the applicable Bank, such additional amount as shall be
certified by the Bank to be the amount allocable to such Bank's obligations to
the Borrower hereunder. Such Bank will notify the Borrower (with a copy to the
Agent) of any event occurring after the date of this Agreement that will entitle
such Bank to compensation pursuant to this

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<PAGE>

Section 2.17 as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation.

Determinations by any Bank for purposes of this Section 2.17 of the
effect of any increase in the amount of capital required to be maintained by
such Bank and of the amount allocable to such Bank's obligations to the Borrower
hereunder shall be conclusive, provided that such determinations are made on a
reasonable basis.

SECTION 2.18 FUNDING LOSS INDEMNIFICATION. Upon notice to the Borrower
from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for
the account of the applicable Bank, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Bank) to compensate it for any
loss, cost, or expense incurred as a result of:

(1) Any payment of a LIBOR Loan by the Borrower on a date other than the
last day of the Interest Period for such Loan including, but not
limited to acceleration of the Loans by the Agent pursuant to Section
8.01; or

(2) Any failure by the Borrower to borrow or convert, as the case may be,
a LIBOR Loan on the date for borrowing or conversion, as the case may
be, specified in the relevant notice under Section 2.04 or 2.06, as
the case may be.

If, at any time (i) the interest rate on any loan is a fixed rate, and (ii)
Agent in its sole discretion should determine that current market conditions can
accommodate a prepayment request, Borrower shall have the right at any time and
from time to time to prepay the loan in whole (but not in part), and Borrower
shall pay to Agent a yield maintenance fee in an amount computed as follows:
The current rate for United States Treasury securities (bills on a discounted
basis shall be converted to a bond equivalent) with a maturity date closest to
the maturity date of the term chosen pursuant to the fixed rate election as to
which the prepayment is made, shall be subtracted from the "cost of funds"
component of the fixed rate in effect at the time of prepayment. If the result
is zero or a negative number, there shall be no yield maintenance fee. If the
result is a positive number, then the resulting percentage shall be multiplied
by the amount of the principal balance being prepaid. The resulting amount
shall be divided by 360 and multiplied by the number of days remaining in the
designated term and using the above-referenced United States Treasury security
rate and the number of days remaining in the term chosen pursuant to the fixed
rate election as to which the prepayment is made. The resulting amount shall be
the yield maintenance fee due to Agent upon prepayment of the fixed rate loan.
Each reference in this paragraph to "fixed rate" election shall mean the
election by Borrower of a LIBOR Loan or with respect to the Term Loan, a fixed
rate loan.

If by reason of an Event of Default Agent elects to declare any fixed rate
loan to be immediately due and payable, then any yield maintenance fee with
respect to said fixed rate loan shall become due and payable in the same manner
as though Borrower had exercised such right of prepayment.

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ARTICLE III.

CONDITIONS PRECEDENT

SECTION 3.01 CONDITIONS PRECEDENT TO INITIAL REVOLVING CREDIT LOAN. The
obligation of each Bank to make its initial Revolving Credit Loan to the
Borrower is subject to the conditions precedent that the Agent shall have
received on or before the day of such Revolving Credit Loan each of the
following, in form and substance satisfactory to the Agent and its counsel and
(except for the Notes) in sufficient copies for each Bank:

(1) NOTES. The Note of each Bank duly executed by the Borrower;

(2) SECURITY AGREEMENT. Security Agreements duly executed by the Borrower,
Subsidiaries and Guarantors respectively, together with (a) acknowledgment
copies of the Financing Statements (Form UCC-1) duly filed under the Uniform
Commercial Code of all jurisdictions necessary or, in the opinion of any of the
Banks, desirable to perfect the security interest created by the Security
Agreements; and (b) certified copies of Requests for Copies or Information (Form
UCC-11) identifying all of the financing statements on file with respect to the
Borrower, Subsidiaries and Guarantors in all jurisdictions referred to under
(a), including the Financing Statements filed by Agent against the Borrower,
Subsidiaries or Guarantors indicating that no party claims an interest in any of
the Collateral (other than the Banks);

(3) EVIDENCE OF ALL CORPORATE ACTION BY THE BORROWER. Certified (as of the
date of this Agreement) copies of all corporate action taken by the Borrower,
including resolutions of its Board of Directors, authorizing the execution,
delivery and performance of the Loan Documents to which it is a party and each
other document to be delivered pursuant to this Agreement;

(4) INCUMBENCY AND SIGNATURE CERTIFICATE OF BORROWER. A certificate (dated
as of the date of this Agreement) of the Secretary of the Borrower certifying
the names and true signatures of the officers of the Borrower authorized to sign
the Loan Documents to which it is a party and the other documents to be
delivered by the Borrower under this agreement;

(5) OPINION OF COUNSEL FOR BORROWER AND GUARANTORS AND SUBSIDIARIES. A
favorable opinion of Nutter, McClennen & Fish, LLP, counsel for the Borrower and
Guarantors and Subsidiaries, in substantially the form of Exhibit C, and as to
such other matters as the Bank may reasonably request;

(6) GUARANTY. A Guaranty duly executed by each Guarantor;

(7) EVIDENCE OF ALL CORPORATE ACTION BY GUARANTORS. Certified (as of the
date of this Agreement) copies of all corporate action taken by the Guarantors,
including

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<PAGE>

resolutions of their Boards of Directors, authorizing the execution, delivery,
and performance of the Guarantees;

(8) INCUMBENCY AND SIGNATURE CERTIFICATES OF GUARANTORS. A certificate
(dated as of the date of this Agreement) of the Secretary of each Guarantor
certifying the names and true signatures of the officers of such Guarantor
authorized to sign the Loan Documents to which it is a party and the other
documents to be delivered by the Guarantor under this agreement;

(9) EVIDENCE OF ALL CORPORATE ACTION BY THE SUBSIDIARIES. Certified (as
of the date of this Agreement) copies of all corporate action taken by the
Subsidiaries, including resolutions of their Boards of Directors, authorizing
the execution, delivery and performance of the Loan Documents to which they are
a party and each other document to be delivered pursuant to this Agreement;

(10) INCUMBENCY AND SIGNATURE CERTIFICATE OF SUBSIDIARIES. A certificate
(dated as of the date of this Agreement) of the Secretary of each Subsidiary
certifying the names and true signatures of the officers of such Subsidiary
authorized to sign the Loan Documents to which it is a party and the other
documents to be delivered by the Subsidiary under this Agreement;

(11) INITIAL PUBLIC OFFERING. Evidence of the consummation of the Initial
Public Offering with minimum net proceeds to Borrower of Thirty Million Dollars
($30,000,000).

(12) EVIDENCE OF CONSUMMATION OF THE PLAN OF RECAPITALIZATION. Evidence of
consummation of the plan of recapitalization upon substantially the same terms
as described in the prospectus included in, and forming a part of, the
Registration Statement on Form S-1 (Registration No. 333-22651) filed by
Borrower with the Securities and Exchange Commission (the "Recapitalization").

(13) MANHATTAN INTERNATIONAL LIMOUSINE NETWORK LTD. Evidence of the
consummation of acquisition of Manhattan International Limousine Network Ltd.
and its affiliate, including management or consulting contracts contemplated in
connection therewith.

(14) PAYMENT OF INDEBTEDNESS; AMOUNT OF DEBT. Evidence satisfactory to
Agent of the satisfaction of certain indebtedness in connection with the Initial
Public Offering and the Recapitalization, together with releases and
terminations relating thereto and accompanied by evidence that the remaining
Total Funded Debt does not exceed Three Million Dollars ($3,000,000) excluding
indebtedness to Manhattan International Limousine Network Ltd. and further
accompanied by a detailed schedule thereof.

(15) PAYMENT OF FEES. Payment of all fees to be paid to Agent.

(16) LITIGATION. Evidence of resolution of the litigation or progress
towards such resolution listed on Schedule II in a manner satisfactory to Agent.

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<PAGE>

(17) OTHER DOCUMENTS. Such other documents as are listed in the Closing
Agenda annexed hereto as Exhibit D.

SECTION 3.02 CONDITIONS PRECEDENT TO ALL REVOLVING CREDIT LOANS. The
obligation of each Bank to make each Revolving Credit Loan (including the
initial Revolving Credit Loan) shall be subject to the further conditions
precedent that on the date of such Loan:

(1) The following statements shall be true and the Agent shall have
received a certificate signed by a duly authorized officer of Borrower dated the
date of such Revolving Credit Loan, stating that

(a) The representations and warranties contained in Article IV of this
Agreement are correct on and as of the date of such Loans as though made on and
as of such date; and

(b) No Default or Event of Default has occurred and is continuing, or
would result from such Loans; and

(2) Payment of all fees to be paid to Agent.

(3) As to any Permitted Acquisitions, the Compliance Certificate as
described in the definition of Permitted Acquisitions.

(4) A Certificate of Solvency providing that, as to Borrower, each
Subsidiary (exclusive of non-operating Subsidiaries) and each Guarantor on a pre
and pro forma basis at fair value, the assets of each company exceed the
liabilities of each company, none of the companies are engaged in businesses or
transactions or are about to engage in businesses or transactions for which any
property remaining with such company was an unreasonably small capital and that
none of the companies intended to incur or believed that it would incur debts
beyond its ability to pay as such debts mature.

(5) The Agent shall have received such other approvals, opinions, or
documents as any Bank through the Agent may reasonably request.

SECTION 3.03 CONDITIONS PRECEDENT TO THE TERM LOAN. The obligation of
each Bank to make its Term Loan shall be subject to the conditions precedent
that the Agent shall have received on or before the day of such Term Loan all of
the documents required by Sections 3.01 and 3.02 and each of the following, in
form and substance satisfactory to the Agent and its counsel;

(1) OPINION OF COUNSEL FOR BORROWER. A favorable opinion of Nutter,
McClennen & Fish, LLP, counsel for the Borrower, or other counsel for the
Borrower satisfactory to the Agent, dated the date of the Term Loans, in
substantially the form of Exhibit C;

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(2) OFFICER'S CERTIFICATE, ETC. The following statements shall be true
and the Agent shall have received a certificate signed by a duly authorized
officer of the Borrower dated the date of the Term Loans stating that:

(a) The representations and warranties contained in Article IV of this
Agreement are correct on and as of the date of the Term Loans as though made on
and as of such date; and

(b) No Default or Event or Default has occurred and is continuing, or
would result from the Term Loans; and

(3) ADDITIONAL DOCUMENTATION. The Agent shall have received such other
approvals, opinions, or documents as any Bank through the Agent may reasonably
request.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

For purposes of this Article IV, "Subsidiaries" includes but is not limited
to Foreign Subsidiaries. The Borrower represents and warrants to each Bank
that:

SECTION 4.01 INCORPORATION, GOOD STANDING, AND DUE QUALIFICATION. The
Borrower, each of its Subsidiaries, and each Guarantor each is a corporation
duly incorporated, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation; has the corporate power and authority to own
its assets and to transact the business in which it is now engaged or proposed
to be engaged in; and is duly qualified as a foreign corporation and in good
standing under the laws of each other jurisdiction in which such qualification
is required, except where the failure to be so qualified would not have a
material adverse effect upon such corporation.

SECTION 4.02 CORPORATE POWER AND AUTHORITY. The execution, delivery, and
performance by the Borrower and each Guarantor and each Subsidiary of the Loan
Documents to which each is a party have been duly authorized by all necessary
corporate action and do not and will not (1) require any consent or approval of
the stockholders of such corporation; (2) contravene such corporation's charter
or bylaws; (3) violate any provision of any law, rule, regulation (including,
without limitation, Regulations U and X of the Board of Governors of the Federal
Reserve System), order, writ, judgment, injunction, decree, determination, or
award presently in effect having applicability to such corporation; (4) result
in a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease, or instrument to which such corporation
is a party or by which it or its properties may be bound or affected; (5) result
in, or require, the creation or imposition of any Lien, upon or with respect to
any of the properties now owned or hereafter acquired by such corporation; and
(6) cause such corporation to be in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination, or award
or any such indenture, agreement, lease, or instrument.

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SECTION 4.03 LEGALLY ENFORCEABLE AGREEMENT. This Agreement is, and each
of the other Loan Documents when delivered under this Agreement will be legal,
valid, and binding obligations of the Borrower or the Guarantor or the
Subsidiary, as the case may be, enforceable against the Borrower or each
Guarantor or each Subsidiary, as the case may be, in accordance with their
respective terms, except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, and other similar laws affecting creditors'
rights generally.

SECTION 4.04 FINANCIAL STATEMENTS. The consolidated balance sheet of the
Borrower and certain of its Subsidiaries as at November 30, 1996, November 30,
1995 and November 30, 1994, and the related consolidated statements of
operations of the Borrower and certain of its Subsidiaries for the fiscal years
then ended, and the accompanying footnotes, together with the report thereon, of
Coopers & Lybrand LLP independent certified public accountants, and the interim
consolidated balance sheet of the Borrower and certain of its Subsidiaries as at
May 31, 1997, and the related consolidated statements of operations for the
period then ended, copies of which have been furnished to each Bank, fairly
present the financial condition of the Borrower and such Subsidiaries as at such
dates and the results of the operations of the Borrower and such Subsidiaries
for the periods covered by such statements, all in accordance with GAAP
consistently applied (subject to year-end adjustments in the case of the interim
financial statements), and since May 31, 1997, there has been no material
adverse change in the condition (financial or otherwise), business, or
operations of the Borrower or any such Subsidiary. There are no liabilities of
the Borrower or any such Subsidiary, fixed or contingent, which are material but
are not reflected in the financial statements or in the notes thereto, other
than liabilities arising in the ordinary course of business since May 31, 1997.
No information, exhibit, or report (as updated or modified by any update,
amendment or supplement thereto) furnished by the Borrower to any Bank in
connection with the negotiation of this Agreement contained as of the date of
any such information, exhibit or report any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statement
contained therein not materially misleading.

SECTION 4.05 LABOR DISPUTES AND ACTS OF GOD. Neither the business nor
the properties of the Borrower or any Subsidiary or the Guarantor are affected
by any fire, explosion, accident, strike, lockout, or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or
other casualty (whether or not covered by insurance), materially and adversely
affecting such business or properties of the Borrower, the Subsidiaries and the
Guarantors, taken as a whole.

SECTION 4.06 OTHER AGREEMENTS. Neither the Borrower nor any Subsidiary
nor the Guarantor is a party to any indenture, loan, or credit agreement, or to
any lease or other agreement or instrument or subject to any charter or
corporate restriction which could have a material adverse effect on the business
or properties of the Borrower, Subsidiaries and the Guarantors, taken as a
whole, or the ability of the Borrower or Guarantor to carry out its obligations
under the Loan Documents to which it is a party. Neither the Borrower nor any
Subsidiary nor any Guarantor is in default in any respect in the performance,
observance, or fulfillment of any of the obligations, covenants, or

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conditions contained in any agreement or instrument material to its business to
which it is a party which could have a material adverse effect on the business
and properties of the Borrower, the Subsidiaries and the Guarantors, taken as a
whole.

SECTION 4.07 LITIGATION. There is no pending or, to the knowledge of
Borrower, any Guarantor, or any Subsidiary, threatened action or proceeding
against or affecting the Borrower or any of its Subsidiaries or the Guarantor
before any court, governmental agency, or arbitrator, which may, in any one case
or in the aggregate, materially adversely affect the financial condition,
properties, or business of the Borrower, the Subsidiaries and the Guarantors,
taken as a whole, or the ability of the Borrower and the Guarantors to perform
their obligations under the Loan Documents to which they are a party.

SECTION 4.08 NO DEFAULTS ON OUTSTANDING JUDGMENTS OR ORDERS. Except as
set forth on Schedule 4.08, the Borrower, the Subsidiaries and the Guarantors
have satisfied all judgments, and neither the Borrower nor any Subsidiary nor
any Guarantor have received written notice that any of them is in default with
respect to any judgment, writ, injunction, decree, rule, or regulation of any
court, arbitrator, or federal, state, municipal, or other governmental
authority, commission, board, bureau, agency, or instrumentality, domestic or
foreign.

SECTION 4.09 OWNERSHIP AND LIENS. The Borrower, each Subsidiary and each
Guarantor have title to, or valid leasehold interests in, all of their
properties and assets, real and personal, including the properties and assets
and leasehold interest reflected in the financial statements referred to in
Section 4.04 (other than any properties or assets disposed of in the ordinary
course of business), and none of the properties and assets owned by the Borrower
or any Subsidiary and none of their leasehold interests is subject to any Lien,
except such as may be permitted pursuant to Section 6.01 of this, Agreement.

SECTION 4.10 SUBSIDIARIES AND OWNERSHIP OF STOCK. Set forth in Exhibit E
is a complete and accurate list of the Subsidiaries of the Borrower, showing the
jurisdiction of incorporation of each and showing the percentage of the
Borrower's ownership of the outstanding stock of each Subsidiary. All of the
outstanding capital stock of each such Subsidiary has been validly issued, is
fully paid and nonassessable, and is owned by the Borrower free and clear of all
Liens.

SECTION 4.11 ERISA. The Borrower, each Subsidiary and each Guarantor are
in compliance in all material respects with all applicable provisions of ERISA.
Neither a Reportable Event nor a Prohibited Transaction has occurred and is
continuing with respect to any Plan; no notice of intent to terminate a Plan has
been filed, nor has any Plan been terminated; no circumstances exist which
constitute grounds entitling the PBGC to institute proceedings to terminate, or
appoint a trustee to administer, a Plan, nor has the PBGC instituted any such
proceedings; neither the Borrower nor any Commonly Controlled Entity has
completely or partially withdrawn from a Multiemployer Plan; the Borrower and
each Commonly Controlled Entity have met their minimum funding requirements
under ERISA with respect to all of their Plans and the present value of all
vested benefits under each Plan does not exceed the fair market value of all
Plan assets allocable to such benefits,

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<PAGE>

as determined on the most recent valuation date of the Plan and in accordance
with the provisions of ERISA; and neither the Borrower nor any Commonly
Controlled Entity has incurred any liability to the PBGC under ERISA.

SECTION 4.12 OPERATION OF BUSINESS. The Borrower, the Subsidiaries and
the Guarantors each possess all licenses, permits, franchises, patents,
copyrights, trademarks, and trade names, or rights thereto, to conduct their
respective businesses substantially as now conducted and as presently proposed
to be conducted and the Borrower and each of its Subsidiaries and the Guarantors
are not in violation of any valid rights of others with respect to any of the
foregoing, except where the failure to do so for any such violation would not
have a material adverse effect on the business and properties of the Borrower,
the Subsidiaries and the Guarantors, taken as a whole.

SECTION 4.13 TAXES. The Borrower, the Subsidiaries and the Guarantors
have filed all tax returns (federal, state, and local) required to be filed and
have paid all taxes, assessments, and governmental charges and levies known and
determined thereon to be due, including interest and penalties. The federal
income tax liabilities of the Borrower and its Subsidiaries, to the extent
audited by the Internal Revenue Service, have been finally determined and
satisfied. Manhattan International Limousine Network Ltd. is presently
undergoing an Internal Revenue Service audit for the fiscal years ending
September 30, 1994 and September 30, 1995.

SECTION 4.14 DEBT. Exhibit F is a complete and correct list of all credit
agreements, indentures, purchase agreements, guaranties, Capital Leases, and
other investments, agreements, and arrangements presently in effect providing
for or relating to extensions of credit (including agreements and arrangements
for the issuance of letters of credit or for acceptance financing) in respect of
which the Borrower or any Subsidiary is in any manner directly or contingently
obligated; and the maximum principal or face amounts of the credit in question,
outstanding or to be outstanding, are correctly stated, and all Liens of any
nature given or agreed to be given as security therefor are correctly described
or indicated in such Exhibit.

SECTION 4.15 ENVIRONMENT. The Borrower and each Subsidiary and each
Guarantor have duly compiled with, and their businesses, operations, assets,
equipment, property, leaseholds, or other facilities are in compliance with, the
provisions of all federal, state, and local environmental, health, and safety
laws, codes and ordinances and all rules and regulations promulgated thereunder,
except where failure to do so would not have a material adverse effect on the
business and properties of the Borrower, the Subsidiaries and the Guarantors
taken as a whole. The Borrower and each Subsidiary have been issued and will
maintain all required federal, state, and local permits, licenses, certificates,
and approvals, except where failure to do so would not have a material adverse
effect on the business and properties of the Borrower, the Subsidiaries and the
Guarantors taken as a whole, relating to (1) air emissions; (2) discharges to
surface water or groundwater; (3) noise emissions; (4) solid or liquid waste
disposal; (5) the use, generation, storage, transportation, or disposal of toxic
or hazardous substances or wastes (intended hereby and hereafter to include any
and all such materials listed in any

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<PAGE>

federal, state, or local law, code, or ordinance and all rules and regulations
promulgated thereunder as hazardous or potentially hazardous); or (6) other
environmental, health, or safety matters. Neither the Borrower nor any
Subsidiary has received notice of, or knows of, or suspects facts which might
constitute any violations of any federal, state, or local environmental, health,
or safety laws, codes or ordinances and any rules or regulations promulgated
thereunder with respect to its businesses, operations, assets, equipment,
property, leaseholds, or other facilities. Except in accordance with a valid
governmental permit, license, certificate or approval, there has been no
emission, spill, release, or discharge into or upon (1) the air; (2) soils, or
any improvements located thereon; (3) surface water or groundwater; or (4) the
sewer, septic system or waste treatment, storage or disposal system servicing
the premises, of any toxic or hazardous substances or wastes at or from the
premises; and accordingly the premises of the Borrower and its Subsidiaries are
free of all such toxic or hazardous substances or wastes; except where failure
to do so would not have a material adverse effect on the business and properties
of the Borrower, the Subsidiaries and the Guarantors taken as a whole. There
has been no complaint, order, directive, claim, citation, or notice by any
governmental authority or any person or entity with respect to (1) air
emissions; (2) spills, releases, or discharges to soils or improvements located
thereon, surface water, groundwater or the sewer, septic system or waste
treatment, storage or disposal systems servicing the premises; (3) noise
emissions; (4) solid or liquid waste disposal; (5) the use, generation, storage,
transportation, or disposal of toxic or hazardous substances or waste; or (6)
other environmental, health, or safety matters affecting the Borrower or its
business, operations, assets, equipment, property, leaseholds, or other
facilities, except where failure to do so would not have a material adverse
effect on the business and properties of the Borrower, the Subsidiaries and the
Guarantors taken as a whole. Neither the Borrower nor its Subsidiaries have any
indebtedness, obligation, or liability, absolute or contingent, matured or not
matured, with respect to the storage, treatment, cleanup, or disposal of any
solid wastes, hazardous wastes, or other toxic or hazardous substances
(including without limitation any such indebtedness, obligation, or liability
with respect to any current regulation, law, or statute regarding such storage,
treatment, cleanup, or disposal). Set forth in Schedule IV is a list of all
real property owned or leased by the Borrower and its Subsidiaries at any time
since January 1, 1990, wherever located, and a brief description of the business
conducted at such location.

SECTION 4.16 MARGIN STOCK. Neither Borrower nor any Subsidiary nor any
Guarantor is engaged principally in, or have as an important activity in, the
business of extending credit for the purpose of purchasing or carrying of any
"margin stock (as defined in Regulation U of the Board of Governors of the
Federal Reserve System, "BGFRS"), nor will any part of the proceeds of loans
made under this Agreement be used, now or ultimately, to purchase or carry such
stock or extend such credit or violate in any way Regulations G, T, U, or X, of
the BGFRS.

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<PAGE>

ARTICLE V.

AFFIRMATIVE COVENANTS

For purposes of this Article V, "Subsidiaries" includes but is not
limited to Foreign Subsidiaries unless otherwise indicated. So long as any Note
shall remain unpaid or any Bank shall have any Commitment under this Agreement,
the Borrower and each Guarantor and each Subsidiary will:

SECTION 5.01 MAINTENANCE OF EXISTENCE. Preserve and maintain its
corporate existence and good standing in the jurisdiction of its incorporation,
and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is required, except where the failure to be so
qualified would not have a material adverse effect on the business and
properties of the Borrower and the Guarantors taken as a whole.

SECTION 5.02 MAINTENANCE OF RECORDS. Keep adequate records and books
of account, in which complete entries will be made in accordance with GAAP
consistently applied, reflecting all financial transactions.

SECTION 5.03 MAINTENANCE OF PROPERTIES. Maintain and preserve, and
cause each Subsidiary to maintain and preserve, all of its properties (tangible
and intangible) necessary or useful in the proper conduct of its business in
good working order and condition, ordinary wear and tear excepted.

SECTION 5.04 CONDUCT OF BUSINESS. Continue to engage in a business of
the same general type as conducted by it on the date of this Agreement.

SECTION 5.05 MAINTENANCE OF INSURANCE. Maintain insurance with
financially sound and reputable insurance companies or associations in such
amounts and covering such risks as are usually carried by companies engaged in
the same or a similar business and similarly situated, which insurance may
provide for reasonable deductibility from coverage thereof.

SECTION 5.06 COMPLIANCE WITH LAWS. Comply in all respects with all
applicable laws, rules, regulations, and orders, such compliance to include,
without limitation, paying before the same become delinquent all taxes,
assessments, governmental charges imposed upon it or upon its property except
where the failure to comply would have a material adverse effect on business and
properties of the Borrower, the Subsidiaries and the Guarantors taken as a
whole.

SECTION 5.07 RIGHT OF INSPECTION. At any reasonable time and from time
to time, permit any Bank or any agent or representative thereof to examine and
make copies of and abstracts from the records and books of account of, and visit
the properties of, the Borrower and any Subsidiary, and to discuss the affairs,
finances, and accounts of the Borrower and any Subsidiary with any of their
respective officers and directors and the

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Borrower's independent accountants. Agent shall be entitled to conduct one
field exam, the cost of which shall be borne by Borrower up to Twenty Thousand
Dollars ($20,000) provided however that, upon the occurrence of an Event of
Default, there shall be no limitation upon the amount of field exams or upon the
amount of cost which shall be borne by Borrower.

SECTION 5.08 REPORTING REQUIREMENTS. Furnish to each of the Agents:

(1) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any event
within fifty (50) days after the end of each of the first three quarters of each
fiscal year of the Borrower, consolidated and consolidating balance sheets of
the Borrower and its Subsidiaries as of the end of such quarter, consolidated
and consolidating statements of operations of the Borrower and its Subsidiaries
for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter, and consolidated statements of cash flows of the
Borrower and its Subsidiaries for the portion of the fiscal year ended with the
last day of such quarter, all prepared in accordance with GAAP consistently
applied and certified by the chief financial officer of the Borrower (subject to
year-end adjustments):

(2) ANNUAL AUDITED FINANCIAL STATEMENTS. As soon as available and in any
event within ninety (90) days after the end of each fiscal year of the Borrower,
consolidated and consolidating balance sheets of the Borrower and its
Subsidiaries as of the end of such fiscal year, consolidated and consolidating
statements of operations of the Borrower and its Subsidiaries for such fiscal
year, and consolidated statements of cash flows of the Borrower and its
Subsidiaries for such fiscal year, all prepared in accordance with GAAP
consistently applied and as to the consolidated statements accompanied by an
audit report thereon by Coopers & Lybrand LLP or other independent accountants
selected by the Borrower and reasonably acceptable to the Agent;

(3) MANAGEMENT LETTERS. Promptly upon receipt thereof, copies of any
reports submitted by independent accountants in connection with examination of
the financial statements of the Borrower or any Subsidiary or any Guarantor made
by such accountants;

(4) CERTIFICATE OF NO DEFAULT. Simultaneously with the reports to be
furnished pursuant to Section 5.08(1) and (2) above a certificate of the chief
financial officer of the Borrower (a) certifying that to the best of his
knowledge no Default or Event of Default has occurred and is continuing, or if a
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof and the action which is proposed to be taken with respect
thereto; and (b) with computations demonstrating compliance with the covenants
contained in Article VII;

(5) ACCOUNTANT'S REPORT. DELETED;

(6) NOTICE OF LITIGATION. Promptly after the commencement thereof (or as
to existing litigation, in the event of a change in status), notice of all
actions, suits, and

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<PAGE>

proceedings before any court or governmental department, commission, board,
bureau, agency, or instrumentality, domestic or foreign, affecting the Borrower
or any Subsidiary or Guarantor which, if determined adversely to the Borrower or
such Subsidiary or Guarantor, could have a material adverse effect on the
business and properties of the Borrower, the Subsidiaries and the Guarantors,
taken as a whole;

(7) NOTICE OF DEFAULTS AND EVENTS OF DEFAULT. As soon as possible and in
any event within ten (10) days after the occurrence of each Default or Event
of Default, a written notice setting forth the details of such Default or Event
of Default and the action which is proposed to be taken by the Borrower with
respect thereto, including but not limited to any event of default to any other
party;

(8) ERISA REPORTS. As soon as possible, and in any event within thirty
(30) days after the Borrower knows or has reason to know that any circumstances
exist that constitute grounds entitling the PBGC to institute proceedings to
terminate a Plan subject to ERISA with respect to the Borrower or any Commonly
Controlled Entity, and promptly but in any event within two (2) Business Days of
receipt by the Borrower or any Commonly Controlled Entity of notice that the
PBGC intends to terminate a Plan or appoint a trustee to administer the same,
and promptly but in any event within five (5) Business Days of the receipt of
notice concerning the imposition of withdrawal liability with respect to the
Borrower or any Commonly Controlled Entity, the Borrower will deliver to each
Bank a certificate of the chief financial officer of the Borrower setting forth
all relevant details and the action which the Borrower proposes to take with
respect thereto;

(9) REPORTS TO OTHER CREDITORS. Promptly after the furnishing thereof,
copies of any statement or report furnished to any other party pursuant to the
terms of any indenture, loan, credit, or similar agreement and not otherwise
required to be furnished to the Agent pursuant to any other clause of this
Section 5.08;

(10) PROXY STATEMENTS, ETC. Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements, and reports which
the Borrower or any Subsidiary or any Guarantor sends to its stockholders, and
copies of all regular, periodic, and special reports, and all registration
statements (other than on Form S-8) which the Borrower or any Subsidiary or any
Guarantor files with the Securities and Exchange Commission or any governmental
authority which may be substituted therefor, or with any national securities
exchange; and

(11) NEW SUBSIDIARY. Promptly notify the Agent of the formation of any
new Subsidiary, cause such new Subsidiary (excluding Foreign Subsidiaries) to
become a Guarantor hereunder, cause all of its outstanding shares to be pledged
and to furnish a Security Agreement along with such additional documents as have
been furnished by existing Guarantors. Notwithstanding the exclusion of any
Foreign Subsidiaries from the requirement that it become a Guarantor, Borrower
and/or any Subsidiary shall pledge all outstanding shares of stock of any new
Foreign Subsidiary in the same manner as was pledged the shares of Carey UK
Limited.

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<PAGE>

(12) GENERAL INFORMATION. Such other information respecting the condition
or operations, financial or otherwise, of the Borrower or any Subsidiary and any
Guarantor as any Bank may from time to time reasonably request.

SECTION 5.09 ENVIRONMENT. Be and remain in compliance with the
provisions of all federal, state, and local environmental, health, and safety
laws, codes and ordinances, and all rules and regulations issued thereunder,
except where the failure to comply would not have a material adverse effect on
the business and properties of the Borrower, the Subsidiaries and the Guarantors
taken as a whole; notify the Agent immediately of any notice of a hazardous
discharge or environmental complaint received from any governmental agency or
any other party; notify the Agent immediately of any hazardous discharge from or
affecting its premises; immediately contain and remove the same, in compliance
with all applicable laws; promptly pay any fine or penalty assessed in
connection therewith; permit any Bank to inspect the premises, and to inspect
all books, correspondence, and records pertaining thereto; and at such Bank's
and at the Agent's reasonable request, and at the Borrower's expense, provide a
report of a qualified environmental engineer, reasonably satisfactory in scope,
form, and content to the Agent, and such other and further assurances reasonably
satisfactory to the Agent that the condition has been corrected.

SECTION 5.10 PAYMENTS. Promptly pay all debt, including but not
limited to debt to operators and licensees in accordance with its terms unless
contested in good faith and appropriate reserves have been created therefor.

SECTION 5.11 INACTIVE SUBSIDIARIES. Promptly notify the Agent in the
event of activation of any inactive Subsidiary and cause such Subsidiary
(excluding Foreign Subsidiaries) to become a Guarantor hereunder.

ARTICLE VI.

NEGATIVE COVENANTS

So long as any Note shall remain unpaid or any Bank shall have any
Commitment under this Agreement, the Borrower and each Subsidiary (excluding
Foreign Subsidiaries unless specifically indicated) and each Guarantor will not:

SECTION 6.01 LIENS. Create, incur, assume, or suffer to exist, or
permit any Subsidiary to create, incur, assume, or suffer to exist, any Lien,
upon or with respect to any of its properties, including but not limited to,
certain owned real estate in Long Island City, New York and Alexandria,
Virginia, now owned or hereafter acquired, except as hereinafter set forth
("Permitted Liens").

(1) Liens in favor of all the Banks pursuant to the Security Agreement;

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<PAGE>

(2) Liens for taxes or assessments or other government charges or levies if
not yet due and payable or, if due and payable, if they are not past due for
more than thirty (30) days or if they are being contested in good faith by
appropriate proceedings and for which appropriate reserves are maintained;
provided that the Borrower shall pay any obligations giving rise to such lien
immediately upon the commencement of proceedings to foreclose said lien unless
same shall be stayed or a surety bond satisfactory to the Agent is delivered to
the Agent;

(3) Liens imposed by law, such as mechanics', materialmen's, landlords',
warehousemen's, and carriers' Liens, and other similar Liens, securing
obligations incurred in the ordinary course of business which are not past due
for more than thirty (30) days or which are being contested in good faith by
appropriate proceedings and for which appropriate reserves have been
established;

(4) Lien's under workers' compensation, unemployment insurance, Social
Security, or similar legislation;

(5) Liens, deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases (permitted
under the terms of this Agreement), public or statutory obligations, surety,
stay, appeal, indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

(6) Judgment and other similar Liens arising in connection with court
proceedings, provided the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings;

(7) Easements, rights-of-way, restrictions, and other similar encumbrances
which, in the aggregate, do not materially interfere with the occupation, use,
and enjoyment by the Borrower or any Subsidiary of the property or assets
encumbered thereby in the normal course of its business or materially impair the
value of the property subject thereto;

(8) Purchase money Liens for permitted capital expenditures and operating
leases and Liens on equipment, vehicles, and real property assumed in connection
with any Permitted Acquisition; provided that

(a) Any property subject to any of the foregoing is acquired by the
Borrower or any Subsidiary in the ordinary course of its respective business and
the Lien on any such property attaches to such asset concurrently or within
ninety (90) days after the acquisition thereof;

(b) Each such Lien shall attach only to the property so acquired and
fixed improvements thereon; and

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(d) The Debt secured by such Lien is permitted by the provisions of
Section 6.02, and the related expenditure is permitted under Section 7.01;

(9) Liens set forth on Exhibit G ; and

(10) Capital leases permitted by Section 6.02(7).

SECTION 6.02 DEBT. Create, incur, assume, or suffer to exist, or
permit any Subsidiary to create, incur, assume, or suffer to exist, any Debt,
except:

(1) Debt of the Borrower under this Agreement or the Notes;

(2) Debt described in Exhibit F, but no renewals, extensions, or
refinancing thereof;

(3) Debt of the Borrower and each Subsidiary and each Guarantor
subordinated on terms satisfactory to the Majority Banks to the Borrower's,
Subsidiaries' and Guarantors' respective obligations under this Agreement and
the Notes;

(4) Accounts payable to trade creditors for goods or services and accrued
liabilities incurred in the ordinary course of business;

(5) Debt of the Borrower or any Subsidiary secured by purchase money Liens
permitted by Section 6.01(8);

(6) Debt or other obligations incurred in connection with Earn Out
Provisions.

(7) Debt incurred in connection with Capital Leases but not to exceed Two
Million Dollars ($2,000,000);

(8) Up to Two Million Five Hundred Thousand Dollars ($2,500,000) of
unsecured notes issued to sellers of companies in Permitted Acquisitions; and

(9) Up to One Million Dollars ($1,000,000) in other unsecured Debt.

SECTION 6.03 MERGERS, ETC. Wind up, liquidate or dissolve itself,
reorganize, merge or consolidate with or into, or convey, sell, assign,
transfer, lease, or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or acquire all or substantially all
of the assets or the business of any Person, or permit any Subsidiary to do so,
except (1) that any Subsidiary may merge into or transfer assets to the Borrower
and (2) that any Subsidiary may merge into or consolidate with or transfer
assets to any other Subsidiary so long as said Subsidiary is a Guarantor, and
(3) Permitted Acquisitions

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made (a) by the Borrower where the Borrower is the surviving entity or (b) by
any Subsidiary regardless of whether the Subsidiary is the surviving entity, if
in either case the assets or stock acquired represents no more than 40% of the
total assets of the Borrower on a consolidated basis.

SECTION 6.04 LEASES. Create, incur, assume, or suffer to exist, or
permit any Subsidiary to create, incur, assume, or suffer to exist, any
obligation as lessee for the rental or hire of any real or personal property,
except (1) Capital Leases permitted by Section 6.01(10); (2) leases existing on
the date of this Agreement and any extensions or renewals thereof; (3) leases
(other than Capital Leases) which do not in the aggregate require the Borrower
and its Subsidiaries on a consolidated basis to make payments (including taxes,
insurance, maintenance, and similar expenses which the Borrower or any
Subsidiary is required to pay under the terms of any lease) in any fiscal year
of the Borrower in excess of Three Million Dollars ($3,000,000); and (4) leases
between the Borrower and any Subsidiary or between any Subsidiaries so long as
any such Subsidiary is a Guarantor hereunder.

SECTION 6.05 SALE AND LEASEBACK. Sell, transfer, or otherwise dispose
of, or permit any Subsidiary or Guarantor to sell, transfer, or otherwise
dispose of, any real or personal property to any Person and thereafter directly
or indirectly lease back the same or similar property.

SECTION 6.06 DIVIDENDS. Declare or pay any dividends; or purchase,
redeem, retire, or otherwise acquire for value any of its capital stock now or
hereafter outstanding, or make any distribution of assets to its stockholders as
such whether in cash, assets, or in obligations of the Borrower; or allocate or
otherwise set apart any sum for the payment of any dividend or distribution on,
or for the purchase, redemption, or retirement of any shares of its capital
stock; or make any other distribution by reduction of capital or otherwise in
respect of any shares of its capital stock; or permit any of its Subsidiaries or
Guarantors to purchase or otherwise acquire for value any stock of the Borrower
or another Subsidiary, except that the Borrower may (1) declare and deliver
dividends and make distributions payable solely in common stock of the Borrower;
(2) purchase or otherwise acquire shares of its capital stock by exchange for or
out of the proceeds received from a substantially concurrent issue of new shares
of its capital stock; (3) redeem shares of its capital stock in connection with
the Recapitalization; or (4) repurchase shares with cash up to Two Hundred Fifty
Thousand Dollars ($250,000) per annum; or (5) accept shares in connection with
the issuance of stock, and except that any Subsidiary or Guarantors may issue
cash dividends to Borrower.

SECTION 6.07 SALE OF ASSETS. Except as permitted in Section 6.10,
sell, lease, assign, transfer, or otherwise dispose of, or permit any Subsidiary
to sell, lease, assign, transfer, or otherwise dispose of, any of its now owned
or hereafter acquired assets (including, without limitation, shares of stock and
indebtedness of Subsidiaries, receivables, and leasehold interests), except: (1)
inventory disposed of in the ordinary course of business; (2) the sale or other
disposition of assets no longer used or useful in the conduct of its business
and the sale or other disposition of vehicles; or (3) that any

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Subsidiary may sell, lease, assign, or otherwise transfer its assets to the
Borrower; or (4) sale of notes, accounts, etc. for collection in the ordinary
course of business; or (5) sale of real property owned by Manhattan
International Limousine Network Ltd. in Long Island City, New York.

SECTION 6.08 INVESTMENTS. Make, or permit any Subsidiary to make, any
loan or advance to any Person, or purchase or otherwise acquire, or permit any
Subsidiary to purchase or otherwise acquire, any capital stock, assets,
obligations, or other securities of, make any capital contribution to, or
otherwise invest in or acquire any interest in any Person, or participate as a
partner or joint venturer with any other Person, except:

(1) Investments in readily marketable, direct obligations the United
States of America or obligations guaranteed by the United States of America
which mature no later than one year from the date of the investment;

(2) Dollar denominated Certificate of Deposits issued by a domestic
commercial bank having capital and surplus in excess of One Billion Dollars
($1,000,000,000) (rated investment grade or better by Moody's or S&P's);

(3) Prime (A-1, P-1 rated) commercial paper;

(4) Permitted Acquisitions;

(5) Loans and advances to employees and officers not to exceed Five Hundred
Thousand $500,000 in the aggregate at any time;

(6) Non-cash loans and advances related to stock options;

(7) The purchase of the common stock of CLI Fleet Inc., provided it meets
the criteria for Permitted Acquisitions;

(8) Tax exempt municipal notes (rated MIG 2 or better), bonds and floating
rate bonds (rated AA or better); and

(9) Investments in Foreign Subsidiaries of any form, direct or indirect,
which in addition to the One Million Dollars ($1,000,000) presently invested,
shall not exceed Two Million Dollars ($2,000,000).

SECTION 6.09 GUARANTIES, ETC. Assume, guarantee, endorse, or otherwise
become directly or contingently responsible or liable, or permit any Subsidiary
to assume, guarantee, endorse, or otherwise become directly or contingently
responsible or liable (including, but not limited to, an agreement to purchase
any obligation, stock, assets, goods, or services, or to supply or advance any
funds, assets, goods, or services, or an agreement to maintain or cause such
Person to maintain a minimum working capital or net worth or otherwise to assure
the creditors of any Person against loss), for obligations of any Person,
(including Foreign Subsidiaries) except (i) guaranties by endorsement of

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negotiable instruments for deposit or collection, (ii) similar transactions in
the ordinary course of business (iii) Earn Out Provisions, and (iv) guarantees
of independent operator motor vehicle obligations assumed in connection with
Permitted Acquisitions (and including Manhattan International Limousine Network
Ltd.) not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in
the aggregate.

SECTION 6.10 TRANSACTIONS WITH AFFILIATES AND FOREIGN SUBSIDIARIES.

(1) Enter into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any service, with
any Affiliate, or permit any Subsidiary to enter into any transaction,
including, without limitation, the purchase, sale, or exchange of property or
the rendering of any service, with any Affiliate, except in the ordinary course
of and pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate.

(2) Except as otherwise permitted by Section 6.06 and 6.08, transfer
property of any kind whatsoever and whether by sale, assignment, loans,
advances, distributions or otherwise to any Affiliate (excluding compensation of
officers and directors) or Subsidiary which is not a Guarantor, except under the
terms of the Recapitalization and except (as limited in Section 6.10(3) hereof)
for intercompany transfers with respect to services provided in the ordinary
course and purchase price payments in connection with the business of Foreign
Subsidiaries.

(3) Permit any intercompany accounts owing from any Foreign Subsidiary
to Borrower or any Subsidiary with respect to services provided in the ordinary
course to exceed an aggregate amount in excess of Five Hundred Thousand Dollars
($500,000).

SECTION 6.11 MATERIAL ALTERATION. Materially
alter the nature of its business.

SECTION 6.12 USE OF LOAN PROCEEDS. Use any portion of the Loan
Proceeds for a purpose other than that specifically set forth in Section 2.13
hereof.

ARTICLE VII.

FINANCIAL COVENANTS

Unless otherwise specifically stated all Financial Covenants hereinafter
set forth shall be tested on a consolidated basis (but not including Foreign
Subsidiaries) as of the end of each fiscal quarter of the Borrower.

So long as any Note shall remain unpaid or any Bank shall have any
Commitment under this Agreement:

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<PAGE>

SECTION 7.01 CAPITAL EXPENDITURES. The Borrower will not make any
expenditures for fixed or capital assets (including Capitalized Leases and
software development costs but excluding assets acquired as part of a Permitted
Acquisition) if, after giving effect thereto, the aggregate of all such
expenditures made by the Borrower would exceed:

<TABLE>
<CAPTION>
Fiscal Year Annual Dollar Limit

<S> <C>
FYE 11/30/97 $2,000,000
FYE 11/30/98 $2,000,000
FYE 11/30/99 $1,500,000
FYE 11/30/00 $1,500,000
Thereafter $1,750,000
</TABLE>

To the extent the Annual Dollar Limit for any one fiscal year is not
expended, seventy-five percent (75%) of the unused portion may be added to the
Annual Dollar Limit for the next fiscal year; provided, however, that such
additional portion (even if not used) may not be carried over to the following
year.

SECTION 7.02 CURRENT RATIO. The Borrower will not permit the ratio of
current assets to current liabilities to be less than 1.15 to 1.00.

SECTION 7.03 PROFIT. Borrower shall show a net income for each fiscal
year.

SECTION 7.04 TOTAL FUNDED DEBT TO PRO FORMA EBITDA. For the most
recent four fiscal quarters, Borrower will not permit the ratio of Total Funded
Debt (inclusive of Capitalized Leases and seller notes) to Pro Forma EBITDA to
be greater than 2.20 to 1.00.

SECTION 7.05 FIXED CHARGE COVERAGE RATIO. For the most recent four
fiscal quarters, Borrower will not permit the ratio of Pro Forma EBITDA minus
cash taxes paid minus capital expenditures paid (including software development
costs but excluding payments for assets acquired as part of a Permitted
Acquisition), minus any Earn Out Provisions paid, to the current portion of
Total Funded Debt plus interest expense to be less than:

2.00 to 1.00 at any time from Closing Date to the first anniversary of the
Closing Date, and

1.50 to 1.00 at any time thereafter.

SECTION 7.06 EBITDA. Borrower will not permit Pro Forma EBITDA for each
fiscal quarter from the Closing Date to the Conversion Date to fall below the
respective amounts as set forth below:

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<PAGE>

<S> <C>
Quarter Ended 2/28 $1,600,000
Quarter Ended 5/31 $1,900,000
Quarter Ended 8/31 $1,900,000
Quarter Ended 11/30 $2,600,000
</TABLE>

and, during any fiscal quarter thereafter as set forth below:
<TABLE>
<CAPTION>

<S> <C>
Quarter Ended 2/28 $2,000,000
Quarter Ended 5/31 $2,400,000
Quarter Ended 8/31 $2,400,000
Quarter Ended 11/30 $3,200,000
</TABLE>

In the event a Permitted Acquisition is made during any fiscal quarter set
forth above, the amount for such quarter and any subsequent quarter shall be
increased by eighty (80%) percent of the Adjusted EBITDA for the acquired
company divided by four (4); provided, however, if, due to seasonality or other
reasons, the actual adjusted EBITDA for the corresponding fiscal quarter is less
than the quotient of the division referred to above, then the increase may be
limited to eighty per cent (80%) of the actual adjusted EBITDA.

ARTICLE VIII.

EVENTS OF DEFAULT

SECTION 8.01 EVENTS OF DEFAULT. For purposes of this Section,
Subsidiaries includes Foreign Subsidiaries unless specifically indicated. If
any of the following events shall occur:

(1) The Borrower shall fail to pay the principal of any Note when due and
payable;

(2) The Borrower shall fail to pay interest on any Note or the amount of a
commitment or other fee within five (5) Business Days after the due date
thereof;

(3) Any representation or warranty made or deemed made by the Borrower or
any Subsidiary in this Agreement or the Security Agreement or by the Guarantor
in the Guaranty or which is contained in any certificate, document, opinion, or
financial or other statement furnished (as updated or modified by any update,
amendment or supplement thereto) at any time under or in connection with any
Loan Document shall prove to have been incorrect, incomplete, or misleading in
any material respect on or as of the date made or deemed made;

(4) The Borrower or any Guarantor or any Subsidiary (to the extent said
Article applies to such Subsidiary) shall fail to perform or observe any term,
covenant, or agreement contained in Articles V and the expiration of 20 days
thereafter;

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<PAGE>

(5) The Borrower or any Guarantor or any Subsidiary (to the extent said
Article applies to such Subsidiary) shall fail to perform or observe any term,
covenant, or agreement contained in Article VI;

(6) The Borrower or any Guarantor or any Subsidiary (to the extent said
Article applies to such Subsidiary) shall fail to observe any term, covenant or
agreement contained in Article VII;

(7) The Borrower or any of its Subsidiaries or the Guarantor shall (a)
fail to pay any indebtedness for borrowed money (other than the Notes) of the
Borrower or such Subsidiary or the Guarantor, as the case may be, or any
interest or premium thereon, when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise); or (b) fail to perform or
observe any term, covenant, or condition on its part to be performed or observed
under any agreement or instrument relating to any such indebtedness, when
required to be performed or observed, if the effect of such failure to perform
or observe is to accelerate the maturity of such indebtedness, or any such
indebtedness shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), prior to the stated
maturity thereof, provided that the amount of such indebtedness exceeds Two
Hundred and Fifty Thousand Dollars ($250,000);

(8) The Borrower or any of its Subsidiaries or any Guarantor (a) shall
generally not pay, or shall be unable to pay, or shall admit in writing its
inability to pay its debts as such debts become due; or (b) shall make an
assignment for the benefit of creditors, or petition or apply to any tribunal
for the appointment of a custodian, receiver, or trustee for it or a substantial
part of its assets; or (c) shall commence any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution, or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect; or (d)
shall have had any such petition or application filed or any such proceeding
commenced against it in which an order for relief is entered or an adjudication
or appointment is made, and which remains undismissed for a period of sixty (60)
days or more; or (e) shall take any corporate action indicating its consent to,
approval of, or acquiescence in any such petition, application, proceeding, or
order for relief or the appointment of a custodian, receiver, or trustee for all
or any substantial part of its properties; or (f) shall suffer any such
custodianship, receivership, or trusteeship to continue undischarged;

(9) One or more judgments, decrees, or orders for the payment of money in
excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate shall
be rendered against the Borrower or any of its Subsidiaries, and such judgments,
decrees, or orders shall continue unsatisfied and in effect for a period of
sixty (60) consecutive days without being vacated, discharged, satisfied, or
stayed or bonded pending appeal;

(10) Each Security Agreement shall at any time after its execution and
delivery and for any reason cease (a) to create a valid and perfected first
priority security interest in and to the property purported to be subject to
such Security Agreement, other than property which is subject to a Permitted
Lien; or (b) to be in full force and effect or shall

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<PAGE>

be declared null and void, or the validity or enforceability thereof shall be
contested by the Borrower or any Subsidiary or any Guarantor, or the Borrower or
any Subsidiary or any Guarantor shall deny it has any further liability or
obligation under the Security Agreement, or the Borrower or any Subsidiary or
any Guarantor shall fail to perform any of its material obligations under the
Security Agreement;

(11) Any Guaranty shall at any time after its execution and delivery and
for any reason cease to be in full force and effect or shall be declared null
and void, or the validity or enforceability thereof shall be contested by any
Guarantor or the Guarantor shall deny it has any further liability or obligation
under, or shall fail to perform its material obligations under, the Guaranty;

(12) Any of the following events shall occur or exist with respect to the
Borrower and any Commonly Controlled Entity under ERISA: any Reportable Event
shall occur; complete or partial withdrawal from any Multiemployer Plan shall
take place; any Prohibited Transaction shall occur; a notice of intent to
terminate a Plan shall be filed, or a Plan shall be terminated; or circumstances
shall exist which constitute grounds entitling the PBGC to institute proceedings
to terminate a Plan, or the PBGC shall institute such proceedings; and in each
case above, such event or condition, together with all other events or
conditions, if any, could subject the Borrower to any material tax, penalty, or
other liability;

(13) If any Bank receives its first notice of a hazardous discharge or an
environmental complaint from a source other than the Borrower (such Bank to
immediately notify the Agent thereof) and such Bank does not receive notice
(which may be given in oral form, provided same is followed with all due
dispatch by written notice given to such Bank and the Agent by Certified Mail,
Return Receipt Requested) of such hazardous discharge or environmental complaint
from the Borrower within twenty-four (24) hours of the time such Bank first
receives said notice from a source other than the Borrower; or if any federal,
state, or local agency asserts or creates a Lien upon any or all of the assets,
equipment, property, leaseholds or other facilities of the Borrower by reason of
the occurrence of a hazardous discharge or an environmental complaint; or if any
federal, state, or local agency asserts a claim against the Borrower and/or its
assets, equipment, property, leaseholds, or other facilities for damages or
cleanup costs relating to a hazardous discharge or an environmental complaint;
provided, however, that such claim shall not constitute a default if, within
five (5) Business Days of the occurrence giving rise to the claim (a) the
Borrower can prove to the satisfaction of the Majority Banks that the Borrower
has commenced and is diligently pursuing either: (i) a cure or correction of the
event which constitutes the basis for the claim, and continues diligently to
pursue such cure or correction to completion or (ii) proceedings for an
injunction, a restraining order or other appropriate emergent relief preventing
such agency or agencies from asserting such claim, which relief is granted
within ten (10) Business Days of the occurrence giving rise to the claim and the
injunction, order, or emergent relief is not thereafter resolved or reversed on
appeal; and (b) in either of the foregoing events, the Borrower has posted a
bond, letter of credit, or other security satisfactory in form, substance, and
amount to both

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<PAGE>

the Majority Banks and the agency or entity asserting the claim to secure the
proper and complete cure or correction of the event which constitutes the basis
for the claim:

then, and in any such event, the Agent shall at the request of, or may, with the
consent of, the Majority Banks, by notice to the Borrower, (1) declare the
Banks' obligation to make Loans to be terminated, whereupon the same shall
forthwith terminate; and (2) declare the outstanding Notes, all interest
thereon, and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Notes, all such interest, and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by the
Borrower.

Upon the occurrence and during the continuance of any Event of Default,
each Bank is hereby authorized at any time and from time to time, without notice
to the Borrower (any such notice being expressly waived by the Borrower), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Bank to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement or the Bank's Note or any other Loan Document, irrespective of whether
or not the Agent or such Bank shall have made any demand under this Agreement or
such Bank's Note or such other Loan Document and although such obligations may
be unmatured. Each Bank agrees promptly to notify the Borrower (with a copy to
the Agent) after any such setoff and application, provided that the failure to
give such notice shall not affect the validity of such setoff and application.
The rights of each Bank under this Section 8.01 are in addition to other rights
and remedies (including, without limitation, other rights of setoff) which each
such Bank may have.

ARTICLE IX.

AGENCY PROVISIONS

SECTION 9.01 AUTHORIZATION AND ACTION. Each Bank hereby irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto. The duties of the Agent shall be mechanical and administrative in
nature and the Agent shall not by reason of this Agreement be a trustee or
fiduciary for any Bank. The Agent shall have no duties or responsibilities
except those expressly set forth herein. Agent shall furnish each Bank with
copies of any financial reports received by Agent pursuant to paragraphs
5.08(1), 5.08(2), 5.08(4) and 5.08(7), promptly after receipt thereof by Agent.
As to any matters not expressly provided for by this Agreement (including,
without limitation, enforcement or collection of the Notes), the Agent shall not
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
so refraining from acting) upon the instructions of the Majority Banks, and such
instructions shall be binding upon all Banks and all holders of Notes;

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<PAGE>

provided, however, that the Agent shall not be required to take any action which
exposes the Agent to personal liability or which is contrary to this Agreement
or applicable law.

SECTION 9.02 LIABILITY OF AGENT. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement in
the absence of its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent (1) may treat the payee
of any Note as the holder thereof until the Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form satisfactory to
the Agent; (2) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants, or experts; (3)
makes no warranty or representation to any Bank and shall not be responsible to
any Bank for any statements, warranties, or representations made in or in
connection with this Agreement; (4) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants, or
conditions of this Agreement on the part of the Borrower, or to inspect the
property (including the books and records) of the Borrower; (5) shall not be
responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, perfection, sufficiency, or value of this Agreement
or any other instrument or document furnished pursuant thereto; and (6) shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate, or other instrument or writing (which may be sent
by telegram, telex, or facsimile transmission) believed by it to be genuine and
signed or sent by the proper party or parties.

SECTION 9.03 RIGHTS OF AGENT AS A BANK. With respect to its Commitment,
the Loans made by it and the Note issued to it, the Agent shall have the same
rights and powers under this Agreement as any other Bank and may exercise the
same as though it were not the Agent; and the term "Bank" or "Banks" shall,
unless otherwise expressly indicated, include the Agent in its individual
capacity. The Agent and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any Subsidiary, all as if the Agent
were not the Agent and without any duty to account therefor to the Banks.

SECTION 9.04 INDEPENDENT CREDIT DECISIONS. Each Bank acknowledges that
it has, independently and without reliance upon the Agent or any other Bank and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement. Except for notices, reports and other
documents and information expressly required to be furnished to the Banks by the
Agent hereunder, the Agent shall have no duty or responsibility to provide any
Bank with any credit or other information concerning the

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affairs, financial condition or business of the Borrower or any of its
Subsidiaries (or any of their Affiliates) which may come into the possession of
the Agent or any of its Affiliates.

SECTION 9.05 INDEMNIFICATION. The Banks agree to indemnify the Agent (to
the extent not reimbursed by the Borrower), ratably according to the respective
amounts of their Commitments, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent under this
Agreement, provided that no Bank shall be liable for any portion of any of the
foregoing resulting from the Agent's gross negligence or willful misconduct.
Without limitation of the foregoing, each Bank agrees to reimburse the Agent (to
the extent not reimbursed by the Borrower) promptly upon demand for its ratable
share of any out-of-pocket expenses (including reasonable counsel fees) incurred
by the Agent in connection with the preparation, administration, or enforcement
of, or legal advice in respect of rights or responsibilities under, this
Agreement.

SECTION 9.06 SUCCESSOR AGENT. The Agent may resign at any time by giving
at least 60 days' prior written notice thereof to the Banks and the Borrower and
may be removed at any time with or without cause by the Majority Banks. Upon any
such resignation or removal, the Majority Banks shall have the right to appoint
a successor Agent. If no successor Agent shall have been so appointed by the
Majority Banks, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Majority Banks'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least One Billion Dollars
($1,000,000,000). Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations under
this Agreement. After any retiring Agent's resignation or removal hereunder as
Agent, the provisions of this Article IX shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.

SECTION 9.07 SHARING OF PAYMENTS, ETC. If any Bank shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff, or otherwise) on account of the Note held by it in excess of its ratable
share of payments on account of the Notes obtained by all the Banks, such Bank
shall purchase from the other Banks such participations in the Notes held by
them as shall be necessary to cause such purchasing Bank to share the excess
payment ratably with each of the other Banks, provided, however, that if all or
any portion of such excess payment is thereafter recovered from such purchasing
Bank, such purchase from each Bank shall be rescinded and each Bank shall repay
to the purchasing Bank the purchase price to the extent of such recovery
together with an amount equal to such Bank's ratable share (according to the
proportion of (1) the amount of such Bank's required repayment to (2) the total
amount

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<PAGE>

so recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. The
Borrower agrees that any Bank so purchasing a participation from another Bank
pursuant to this Section 9.07 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of setoff) with respect
to such participation as fully as if such Bank were the direct creditor of the
Borrower in the amount of such participation.

SECTION 9.08 AGENT SALE OR ASSIGNMENT. Agent shall have the unrestricted
right at any time or from time to time, and without Borrower's or any
Guarantor's or any Subsidiary's and any Bank's consent, to assign all or any
portion of its rights and obligations hereunder to one or more banks or other
financial institutions (each, an "Assignee"), and Borrower and each Guarantor
and each Subsidiary agrees that it shall execute, or cause to be executed, such
documents, including without limitation, amendments to this Agreement and to any
other documents, instruments and agreements executed in connection herewith as
Agent shall deem necessary to effect the foregoing. In addition, at the request
of Agent and any such Assignee, Borrower shall issue one or more new promissory
notes, as applicable, to any such Assignee and, if Agent has retained any of its
rights and obligations hereunder following such assignment, to Agent, which new
promissory notes shall be issued in replacement of, but not in discharge of, the
liability evidenced by the promissory note held by Agent prior to such
assignment and shall reflect the amount of the respective commitments and loans
held by such Assignee and Agent after giving effect to such assignment. Upon the
execution and delivery of appropriate assignment documentation, amendments and
any other documentation required by Agent in connection with such assignment,
and the payment by Assignee of the purchase price agreed to by Agent, and such
Assignee, such Assignee shall be party to this Agreement and shall have all of
the rights and obligations of a Bank hereunder (and under any and all other
guaranties, documents, instruments and agreements executed in connection
herewith) to the extent that such rights and obligations have been assigned by
Agent pursuant to the assignment documentation between Agent and such Assignee,
and Agent shall be released from its obligations hereunder and thereunder to a
corresponding extent.

Agent shall have the unrestricted right at any time and from time to time,
and without the consent of or notice to Borrower or any Guarantor or any
Subsidiary or any Bank, to grant to one or more banks or other financial
institutions (each, a "Participant") participating interests in Agent's
obligation to lend hereunder and/or any or all of the Loans held by Agent
hereunder. In the event any such grant by Agent of a participating interest to
a Participant, whether or not upon notice to Borrower, Agent shall remain
responsible for the performance of its obligation hereunder and Borrower shall
continue to deal solely and directly with Agent in connection with Agent's
rights and obligations hereunder.

Agent may furnish any information concerning Borrower in its possession
from time to time to prospective Assignees and Participants, provided that Agent
shall require any such prospective Assignee or Participant to agree in writing
to maintain the confidentiality of such information. Except for the rights of
Agent as aforesaid, no Bank shall have the

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<PAGE>

right to assign all or any portion of any of the loans held by such Bank
hereunder or to sell or to grant any participation interest therein of any kind
without prior written consent of Agent.

ARTICLE X.

MISCELLANEOUS

SECTION 10.01 AMENDMENTS, ETC. No amendment, modification, termination,
or waiver of any provision of any Loan Document to which the Borrower is a
party, nor consent to any departure by the Borrower from any Loan Document to
which it is a party, shall in any event be effective unless the same shall be in
writing and signed by the Majority Banks, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given, provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Banks, do any of the following: (1)
waive any of the conditions precedent specified in Article III; (2) increase the
Commitments of the Banks or subject the Banks to any additional obligations; (3)
reduce the principal of, or interest on, the Notes or any fees hereunder; (4)
postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees hereunder; (5) change the Facility Amount; (6) release any
Collateral; (7) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes or the number of Banks which shall be
required for the Banks or any of them to take action hereunder; (8) waive any
Event of Default arising and continuing under Section 8.01(1) or 8.01(2) hereof;
or (9) amend, modify or waive any provision of this Section 10.01, and provided
further than no amendment, waiver, or consent shall, unless in writing and
signed by the Agent in addition to the Banks required above to take such action,
affect the rights or duties of the Agent under any of the Loan Documents.

SECTION 10.02 NOTICES, ETC. All notices and other communications provided
for under this Agreement and under the other Loan Documents to which the
Borrower is a party shall be in writing and mailed or transmitted or delivered,
if to the Borrower, or any Guarantor or Subsidiary, at its address at 4530
Wisconsin Avenue, N.W., Washington, D.C. 20016, Attention Vincent A. Wolfington,
with a copy to David H. Haedicke; with a copy to Nutter, McClennen & Fish, LLP,
One International Place Boston Massachusetts 02110, attention: James E. Dawson,
Esq.; if to Fleet Bank, N.A. at its address at 1185 Avenue of the Americas, New
York, NY 10036, Attention Christian Covello, with a copy to Herrick, Feinstein,
LLP, 2 Park Avenue, New York, New York 10016, Attention: William Barnett; if to
Banco Popular De Puerto Rico at its address at 7 West 51st Street New York, NY
10019, Attention: Carmella C. Keeling, with a copy to Siller Wilk LLP, 747 Third
Avenue, New York, NY 10017, Attention: Hugh P. Finnegan, Esq.; if to George
Mason Bank at its address at 11185 Main Street, Fairfax, VA 22030, Attention:
Donald Hancock, with a copy to Ober, Kaler, Grimes & Shriver, 1401 H Street, NW,
Washington D.C. 20005, attention: Richard M. Pollak, Esq., and if to the Agent,
at its address at 1185 Avenue of the Americas, New York, NY 10036, Attention:
Christian Covello, with a copy to Herrick, Feinstein, LLP, 2 Park Avenue, New
York, New York 10016, Attention William Barnett; or, as to each party, at such
other address as shall be designated by such party

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<PAGE>

in a written notice to all other parties complying as to delivery with the terms
of this Section 10.02. Except as is otherwise provided in this Agreement, all
such notices and communications shall be effective when received.

SECTION 10.03 NO WAIVER. No failure or delay on the part of any Bank or
the Agent in exercising any right, power, or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power, or remedy preclude any other or further exercise thereof or the exercise
of any other right, power, or remedy hereunder. The rights and remedies provided
herein are cumulative, and are not exclusive of any other rights, powers,
privileges, or remedies, now or hereafter existing, at law or in equity or
otherwise.

SECTION 10.04 SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon
and inure to the benefit of the Borrower, each Bank and the Agent and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights under any Loan Document to which the Borrower is a
party without the prior written consent of all the Banks.

SECTION 10.05 COSTS, EXPENSES, AND TAXES. The Borrower agrees to pay on
demand all costs and expenses incurred by the Agent and each Bank in connection
with the preparation, execution, delivery, filing, and administration of the
Loan Documents, and of any amendment, modification, or supplement to the Loan
Documents, including, without limitation, the fees and out-of-pocket expenses of
counsel for the Agent, incurred in connection with advising the Agent or any of
the Banks as to their rights and responsibilities hereunder. The Borrower also
agrees to pay all such costs and expenses, including court costs and reasonable
attorneys fees, incurred in connection with enforcement of the Loan Documents,
or any amendment, modification, or supplement thereto, whether by negotiation,
legal proceedings, or otherwise. In addition, the Borrower shall pay any and all
stamp and other taxes and fees payable or determined to be payable in connection
with the execution, delivery, filing, and recording of any of the Loan Documents
and the other documents to be delivered under any such Loan Documents, and
agrees to hold the Agent and each of the Banks harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or failing
to pay such taxes and fees. This provision shall survive termination of this
Agreement.

SECTION 10.06 INTEGRATION. This Agreement and the Loan Documents contain
the entire agreement between the parties relating to the subject matter hereof
and supersede all oral statements and prior writings with respect thereto.

SECTION 10.07 INDEMNITY. The Borrower, each Subsidiary and each Guarantor
hereby agrees to defend, indemnify, and hold Agent and each Bank harmless from
and against any and all claims, damages, judgments, penalties, costs, and
expenses (including reasonable attorney fees and court costs now or hereafter
arising from the aforesaid enforcement of this clause) arising directly or
indirectly from the activities of the Borrower, or any Subsidiaries or any
Guarantor, their predecessors in interest, or third parties with whom any of
them has a contractual relationship, or arising directly or indirectly from the

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<PAGE>

violation of any environmental protection, health, or safety law, whether such
claims are asserted by any governmental agency or any other person or arising
from this Agreement or the loans made hereunder except for those caused by
Agent's negligence or willful misconduct. This indemnity shall survive
termination of this Agreement.

SECTION 10.08 GOVERNING LAW. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

SECTION 10.09 SEVERABILITY OF PROVISIONS. Any provision of any Loan
Document 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 of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

SECTION 10.10 COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by different parties to this Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

SECTION 10.11 HEADINGS. Article and Section headings in the Loan
Documents are included in such Loan Documents for the convenience of reference
only and shall not constitute a part of the applicable Loan Documents for any
other purpose.

SECTION 10.12 JURY TRIAL WAIVER; JURISDICTION, ETC. THE BORROWER AND EACH
GUARANTOR AND SUBSIDIARY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION/ PROCEEDING,
CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING
OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER
OF ANY BANK OR OF THE AGENT HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS
PROVISION. BORROWER HEREBY FURTHER AGREES THAT THE FOLLOWING COURTS:

State Court - Any state or local court of the State of New York

Federal Court - United States District Court for the Southern District of
New York

or at the option of Agent, any court in which Agent shall initiate legal or
equitable proceedings and which has subject matter jurisdiction over the matter
in controversy, shall have jurisdiction to hear and determine any claims or
disputes between Borrower and Agent pertaining directly or indirectly to this
Agreement or to any matter arising in connection with this Agreement. Borrower
expressly submits and consents in advance to such jurisdiction in any action or
proceeding commenced in such courts, hereby waiving personal service of the
summons and complaint, or other process of papers issued therein, and agreeing
that service of such summons and complaint, or other process or papers, may be
made by registered or certified mail addressed to Borrower at the address set
forth herein. Should Borrower fail to appear or answer any summons, complaint,
process or papers so served within thirty (30) days after the mailing thereof,
it shall be

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<PAGE>

deemed in default and an order and/or judgment may be entered against it as
demanded or prayed for in such summons, complaint, process or papers. Agent may
have rights against Borrower, now or in the future, in its capacity as secured
party, creditor, or in any other capacities. Such rights may include the right
to deprive Borrower of or affect the use of or possession or enjoyment of
Borrower's property; and in the event Agent deems it necessary to exercise any
of such rights prior to the rendition of a final judgment against Borrower, or
otherwise, Borrower may be entitled to notice and/or hearing under the
Constitution of the United States and/or State of New York, New York statutes
(to determine whether or not Agent has a probable cause to sustain the validity
of Agent's claim), or the right to notice and/or hearing under other applicable
state or federal laws pertaining to prejudgment remedies prior to the exercise
by Agent of any such rights. Borrower expressly waives any such right to
prejudgment remedy notice or hearing to which Borrower may be entitled;
provided, however, that this waiver shall not include a waiver of such rights as
Borrower shall have to prior notice of the proposed disposition of Collateral by
Agent. Specifically and without limiting the generality of the foregoing,
Borrower recognizes that in certain instances Agent has and shall continue to
have an absolute right to effect collection of any of the Receivables or
Collateral with respect to which Agent holds a security interest without the
necessity of according to Borrower any prior notice or hearing. This shall be a
continuing waiver and remain in full force and effect so long as Borrower is
obligated to Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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<PAGE>

CAREY INTERNATIONAL, INC.

________________________________
By: David H. Haedicke
Title: Vice President

MANHATTAN INTERNATIONAL LIMOUSINE
NETWORK LTD.

________________________________
By: David H. Haedicke
Title: Vice President

INTERNATIONAL LIMOUSINE NETWORK LTD.

________________________________
By: David H. Haedicke
Title: Vice President

CAREY LIMOUSINE NY, INC.

________________________________
By: David H. Haedicke
Title: Vice President

CAREY LIMOUSINE S.F., INC.

________________________________
By: David H. Haedicke
Title: Vice President

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<PAGE>

CAREY LIMOUSINE L.A., INC.

_______________________________
By: David H. Haedicke
Title: Vice President

CAREY LIMOUSINE D.C., INC.

_______________________________
By: David H. Haedicke
Title: Vice President

CAREY LIMOUSINE CORPORATION

_______________________________
By: David H. Haedicke
Title: Vice President

CAREY LICENSING, INC.

_______________________________
By: David H. Haedicke
Title: Vice President

CAREY SERVICES, INC.

_______________________________
By: David H. Haedicke
Title: Vice President

CAREY LIMOUSINE FLORIDA, INC.

_______________________________
By: David H. Haedicke
Title: Vice President

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<PAGE>

Principal Office and Lending Office
for Prime Loans:

1185 Avenue of the Americas
New York, NY 10036

Lending Office for LIBOR Loans:

1185 Avenue of the Americas
New York, NY 10036

FLEET BANK, N.A.

_______________________________
By: Christian Covello
Title: Vice President

Principal Office and Lending Office for Prime
Loans:

7 West 51st Street,
New York, NY 10019

Lending Office for LIBOR Loans:

7 West 51st Street,
New York, NY 10019

BANCO POPULAR DE PUERTO RICO

_______________________________
By:
Title:

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<PAGE>

Principal Office and Lending Office for
Prime Loans:

11185 Main Street,
Fairfax, VA 22030

Lending Office for LIBOR Loans

11185 Main Street,
Fairfax, VA 22030

GEORGE MASON BANK

_______________________________
By:
Title:

Principal Office and Lending Office
for Prime Loans:
1185 Avenue of the Americas,
New York, NY 10036

Lending Office for LIBOR Loans:

1185 Avenue of the Americas,
New York, NY 10036

FLEET BANK, N.A., as Agent

_______________________________
By: Christian Covello
Title: Vice President

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<PAGE>

Exhibit A

REVOLVING TO TERM PROMISSORY NOTE

$18,000,000 August 15, 1997

FOR VALUE RECEIVED, the undersigned, Carey International, Inc., a
Delaware corporation with its chief executive office at 4350 Wisconsin Avenue,
N.W., Washington, D.C. 20016 (the "Borrower") HEREBY PROMISES TO PAY to the
order of Fleet Bank, N.A. (the "Bank") to Fleet Bank, N.A., a national banking
association, at its office at 1185 Avenue of the Americas, New York, New York
10036 for the account of the applicable Lending Office of the Bank, in lawful
money of the United States and in immediately available funds, on the Conversion
Date, the principal amount of Eighteen Million Dollars ($18,000,000) or the
aggregate unpaid principal amount of all Revolving Credit Loans made to the
Borrower by the Bank pursuant to the Revolving Credit and Term Loan Agreement
and outstanding on the Conversion Date, whichever is less.

Interest only, upon the interest rates set forth and upon all other terms
and conditions set forth in the Revolving Credit and Term Loan Agreement with
respect to Revolving Credit Loans, shall be paid from the date of this
Promissory Note through the Conversion Date. So long as Borrower meets all
terms and conditions set forth in the Revolving Credit and Term Loan Agreement
as a condition precedent to conversion, this Promissory Note shall convert from
a Revolving Promissory Note to a Term Loan Promissory Note which Term Loan
Promissory Note shall be repayable upon all terms and conditions set forth with
respect to the Term Loan in the Revolving Credit and Term Loan Agreement,
including but not limited to, a maturity date which shall be five years from the
date of the Conversion Date.

The Bank is hereby authorized by the Borrower to endorse on the schedule
attached to the Note held by it the amount and type of each Revolving Credit
Loan and each renewal, conversion, and payment of principal amount received by
the Bank for the account of the applicable Lending Office on account of its
Revolving Credit Loans, which endorsement shall, in the absence of manifest
error, be conclusive as to the outstanding balance of the Revolving Credit Loans
made by the Bank; provided, however, that the failure to make such notation with
respect to any Revolving Credit loan or renewal, conversion, or payment shall
not limit or otherwise affect the obligations of the Borrower hereunder.

This Note is the Note referred to in, and is entitled to the benefits of,
the Revolving Credit and Term Loan Agreement, dated as of August 15, 1997,
between the Borrower, the Bank and certain other banks parties thereto; (the
Revolving Credit and Term loan Agreement"). Terms used herein which are defined
in the Revolving Credit and Term Loan Agreement shall have their defined
meanings when used herein. The

-1-
<PAGE>

Revolving Credit and Term Loan Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and also for prepayments on account of principal hereof
prior to the maturity of this Note upon the terms and conditions specified in
the Revolving Credit and Term Loan Agreement.

This Note shall be governed by laws of the State of New York.

Carey International, Inc.

______________________________
By: David H. Haedicke
Its: Vice President

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<PAGE>

Exhibit A-1 (For Banks other than Fleet Bank, N.A.)

REVOLVING TO TERM PROMISSORY NOTE

$18,000,000.00 August 15, 1997

FOR VALUE RECEIVED, the undersigned, Carey International, Inc., a
Delaware corporation with its chief executive office at 4350 Wisconsin Avenue,
N.W., Washington, D.C. 20016 (the "Borrower") HEREBY PROMISES TO PAY to the
order of ___________________________________________ (the "Bank") to Fleet Bank,
N.A., a national banking association, at its office at 1185 Avenue of the
Americas, New York, New York 10036 as Agent for the account of the applicable
Lending Office of the Bank, in lawful money of the United States and in
immediately available funds, on the Conversion Date, the principal amount of
Eighteen Million Dollars ($18,000,000) or the aggregate unpaid principal amount
of all Revolving Credit Loans made to the Borrower by the Bank pursuant to the
Revolving Credit and Term Loan Agreement and outstanding on the Conversion Date,
whichever is less.

-1-
<PAGE>

Term Loan Agreement shall have their defined meanings when used herein. The
Revolving Credit and Term Loan Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and also for prepayments on account of principal hereof
prior to the maturity of this Note upon the terms and conditions specified in
the Revolving Credit and Term Loan Agreement.

This Note shall be governed by laws of the State of New York provided
that, as to the maximum rate of interest which may be charged or collected, if
the laws applicable to the Bank permitted to charge or collect a higher rate
than the laws of the State of New York, such laws applicable to the Bank shall
apply to the Bank under this Note.

Carey International, Inc.

_____________________________
By: David H. Haedicke
Its: Vice President

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<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-4 of
our reports dated January 31, 1997, except for Notes 1,2 and 18, as to which the
date is March 1, 1997, on our audits of the consolidated financial statements
and financial statement schedule of Carey International, Inc. and Subsidiaries
as of November 30, 1996 and 1995 and for each year in the three year period
ended November 30, 1996. The report on the consolidated financial statements
includes an explanatory paragraph relating to a restatement for a change in the
revenue recognition method. We also consent to the reference to our firm under
the caption "Experts."

/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.

Washington, D.C.
September 11, 1997

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-4
of our report dated March 1, 1997, except for Note 10, as to which the date is
April 22, 1997, on our audit of the combined financial statements of Manhattan
International Limousine Network, Ltd. and Affiliate as of September 30, 1996 and
for the year then ended, which includes an explanatory paragraph relating to a
restatement for a change in the revenue recognition method and to record
previously unrecorded costs related to services provided by independent service
companies. We also consent to the reference to our firm under the caption
"Experts."

/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.

Washington, D.C.
September 11, 1997

<PAGE>

EXHIBIT 23.3

Consent of Independent Accountants

We consent to the inclusion in this registration statement on Form S-4 of our
report dated February 26, 1996, except for note 16 which is dated February 28,
1997, on our audits of the financial statements of Speed 6060 Limited (formerly
Camelot Barthropp Limited) for the years ended December 31, 1994 and
1995. We also consent to the reference to our firm under the caption "Experts".

/s/ Coopers & Lybrand
-------------------------
COOPERS & LYBRAND
Chartered Accountants and Registered
Auditors

London, United Kingdom
September 11, 1997

<PAGE>

Exhibit 23.4

Consent of Independent Accountants

We consent to the inclusion in this registration statement on Form S-4 of our
report dated February 26, 1996, except for notes 15 and 16 which are dated
February 25, 1997, on our audit of the financial statements of Camelot Barthropp
Limited (formerly Speed 6060 Limited) for the year ended December 31, 1995. We
also consent to the reference to our firm under the caption "Experts".

/s/ Coopers & Lybrand
--------------------------

Coopers & Lybrand
Chartered Accountants and
Registered Auditors

London, United Kingdom
September 11, 1997