SUPERSHUTTLE INTERNATIONAL INC, S-1/A, 1998-07-13

SUPERSHUTTLE INTERNATIONAL INC
S-1/A, 1998-07-13
LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRANS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998.

REGISTRATION NO. 333-55917

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUPERSHUTTLE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 4141 33-0114512
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

4610 SOUTH 35TH STREET
PHOENIX, ARIZONA 85040
(602) 232-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

R. BRIAN WIER
CHIEF EXECUTIVE OFFICER
SUPERSHUTTLE INTERNATIONAL, INC.
4610 SOUTH 35TH STREET
PHOENIX, ARIZONA 85040
(602) 232-2200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING ZIP CODE, OF AGENT FOR SERVICE)

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COPIES TO:

<TABLE>
<S> <C>
CHRISTOPHER D. JOHNSON, ESQ. CARLA S. NEWELL, ESQ.
SQUIRE, SANDERS & DEMPSEY L.L.P. GUNDERSON DETTMER STOUGH
TWO RENAISSANCE SQUARE VILLENEUVE FRANKLIN & HACHIGIAN, LLP
40 NORTH CENTRAL AVENUE, SUITE 2700 155 CONSTITUTION DRIVE
PHOENIX, ARIZONA 85004 MENLO PARK, CALIFORNIA 94025
(602) 528-4000 (650) 321-2400
</TABLE>

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APPROXIMATE DATE 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. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

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> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 13, 1998

PROSPECTUS
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3,320,000 SHARES

[SUPERSHUTTLE LOGO]
COMMON STOCK

Of the 3,320,000 shares of Common Stock offered hereby, 3,000,000 shares
are being sold by SuperShuttle International, Inc. ("SuperShuttle" or the
"Company") and 320,000 shares are being sold by a certain Selling Stockholder.
The Company will not receive any of the proceeds from the sale of shares by the
Selling Stockholder. See "Principal and Selling Stockholders."

Prior to this offering, there has been no public market for the Common
Stock of the Company. It is currently estimated that the initial public offering
price will be between $8.00 and $10.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price. The Common Stock has been approved for quotation on the Nasdaq
National Market under the symbol SHTL.

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THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6.

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

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.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDER
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<S> <C> <C> <C> <C>
Per Share.......................... $ $ $ $
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Total(3)........................... $ $ $ $
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</TABLE>

(1) See "Underwriting" for indemnification arrangements with the several
Underwriters.

(2) Before deducting expenses payable by the Company estimated at $700,000.

(3) The Company and certain Selling Stockholders have granted to the
Underwriters a 30-day option to purchase up to 498,000 additional shares of
Common Stock solely to cover over-allotments, if any. If all such shares are
purchased, the total Price to Public, Underwriting Discounts and
Commissions, Proceeds to Company and proceeds to Selling Stockholders will
be $ , $ , $ and $ , respectively. See
"Underwriting."

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

The shares of Common Stock are offered by the several Underwriters subject
to prior sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. It is expected that certificates for such shares will be available
for delivery on or about , 1998, at the office of the agent of
Hambrecht & Quist LLC in New York, New York.

HAMBRECHT & QUIST PIPER JAFFRAY INC.

, 1998
<PAGE> 3

[These pages include a photograph of a U.S. map showing SuperShuttle
locations, seven small photographs of SuperShuttle vans, one photograph of
SuperShuttle's ExecuCar, one photograph of the inside of a van, one photograph
of SuperShuttle's digital dispatch system, and one photograph of SuperShuttle's
reservation center.]

[Caption above picture of U.S. map: "SuperShuttle -- A leading provider of
nationally branded, door-to-door airport shared ride services emphasizing
reliability, safety and convenience. The Company and its franchises'
approximately 800 vans operate in 15 cities across the country serving 18
airports."]

[Caption below picture of reservation center: "Technology -- SuperShuttle's
proprietary integrated operating systems enable it to provide a high level of
service to its passengers nationally. These systems include the national
reservation system "REZ Central" which handles all of the incoming calls from
the Company's headquarters in Phoenix and the Digital Dispatch System "DDS"
which incorporates Global Positioning Satellite technology to efficiently
schedule and dispatch the Company's vans in specified Company locations. In
addition to providing a high level of customer service, the systems are designed
to cost-effectively support the addition of new operations.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."

The "SuperShuttle" and "ExecuCar" names are registered trademarks of the
Company. This prospectus also includes trademarks of companies other than the
Company.
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[DESCRIPTION OF PHOTOGRAPHS TO COME]

The "SuperShuttle" and "ExecuCar" names are registered trademarks of the
Company. This prospectus also includes trademarks of companies other than the
Company.
2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, the historical Consolidated Financial Statements and Notes thereto
and the Unaudited Pro Forma Combined Financial Statements and Notes thereto
appearing elsewhere in this Prospectus. The Common Stock offered hereby involves
a high degree of risk. See "Risk Factors."

THE COMPANY

The Federal Aviation Administration projects that the number of airline
passengers will increase from approximately 578 million in 1995 to approximately
928 million in 2007. With the number of airline passengers growing, travelers
are increasingly challenged by traffic congestion, limited parking facilities
and expensive parking and taxi rates. The airport ground transportation market
is highly fragmented and consists primarily of a large number of local companies
providing chauffeured vehicle, bus, van, taxi and sedan services. As a result,
the quality, price and consistency of airport ground transportation services
and, in particular, shared ride services, vary significantly by market.
Furthermore, unlike the airline and car rental industries that offer consumers
the choice of a number of nationally-branded service providers, the Company
believes there are few, if any, national providers of shared ride ground
transportation services.

SuperShuttle offers consumers a nationally-branded reliable, safe,
convenient and economical transportation alternative to generally more expensive
airport parking and taxi services and less convenient mass transportation
services. The Company efficiently groups passengers together by neighborhood
thereby allowing customers to share rides to and from the airport. The Company's
shared ride service is offered exclusively under the SuperShuttle brand, using
the Company's distinctive trademarked bright blue and yellow vans, centralized
reservation system, 1-800-BLUE-VAN telephone number and "no more than three
stops" policy.

The Company's goal is to become the leading provider of nationally-branded,
door-to-door ground transportation services in the United States by: (i)
increasing SuperShuttle brand recognition; (ii) leveraging its proprietary
integrated operating systems to support growth and nationwide expansion; (iii)
entering new geographic markets through acquisitions and start-ups; (iv)
expanding into other segments of the ground transportation industry; and (v)
providing superior customer service.

The Company is incorporated in Delaware and its principal offices are
located at 4610 South 35th Street, Phoenix, Arizona 85040. The Company's
telephone number is (602) 232-2200.

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<PAGE> 6

THE OFFERING
Common Stock offered by the Company....... 3,000,000 shares

Common Stock offered by a Selling
Stockholder............................... 320,000 shares

Common Stock to be outstanding after the
offering.................................. 9,573,617 shares(1)

Use of proceeds........................... For the repayment of certain
indebtedness, general corporate
purposes, potential acquisitions
and capital expenditures.

Proposed Nasdaq National Market symbol.... SHTL

SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA AND SELECTED OPERATING DATA)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30, SIX MONTHS ENDED MARCH 31,
----------------------------------------- -----------------------------------
1995 1996 1997 1997 1998
------- ------- --------------------- ------- -------------------------
PRO PRO
ACTUAL FORMA(2) ACTUAL FORMA(2)
------ -------- ------ --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Net revenues......................... $28,873 $32,304 $33,398 $74,796 $16,320 $16,458 $37,943
Gross profit......................... 12,142 13,544 13,704 28,697 6,621 6,861 14,461
Income (loss) from operations........ 680 (356) 619 3,352 (68) 638 2,242
Net income(3)........................ 835 40 1,561 2,251 634 2,880 3,395
Net income (loss) to common
stockholders....................... $ 835 $ (51) $ 1,491 $ 2,181 $ 599 $ 2,845 $ 3,360
Net income (loss) per share:
Basic(4)........................... $ 0.48 $ (0.03) $ 0.54 $ 0.33 $ 0.22 $ 1.03 $ 0.51
Diluted(4)......................... $ 0.38 $ (0.03) $ 0.42 $ 0.33 $ 0.17 $ 0.81 $ 0.50
Shares used in calculation of net
income (loss) per share:
Basic(4)........................... 1,748 1,853 2,754 6,566 2,746 2,761 6,574
Diluted(4)......................... 2,175 1,949 3,512 6,663 3,504 3,519 6,670
SELECTED OPERATING DATA:
Company-owned operations(5).......... 3 4 5 8 4 5 8
Franchise operations(5).............. 8 8 8 5 9 8 5
Number of vans(6).................... 582 628 683 683 628 763 763
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
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PRO AS
ACTUAL FORMA(7) ADJUSTED(8)
------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents(9)............................ $ 2,904 $ 2,904 $26,614
Working capital (deficit)............................... (3,604) (3,604) 20,669
Total assets............................................ 38,281 38,281 61,991
Long-term debt, net of current portion.................. 1,763 1,763 1,200
Series B Convertible Preferred Stock.................... 4,105 -- --
Total stockholders' equity.............................. 20,889 24,994 49,404
</TABLE>

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(1) Based on the number of shares outstanding as of May 31, 1998. Excludes, as
of May 31, 1998, 382,250 shares of Common Stock issuable upon exercise of
options outstanding under the Company's stock option plans and 106,356
shares of Common Stock reserved for issuance upon exercise of certain
warrants. The weighted average exercise price of such stock options was
$6.26 and the exercise price for the warrants was $6.00.

(2) Represents actual operating results and balances for the periods presented
and actual results and balances of each of the Company's Los Angeles, Orange
County and Miami operations which were acquired in March 1998 (the "Acquired
Companies") along with adjustments which give effect to events that are
directly attributable to the Acquired Companies

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and which are expected to have a continuing impact. This pro forma
information should be read in connection with the Unaudited Pro Forma
Combined Financial Statements included elsewhere in this Prospectus. The
Orange County and Los Angeles operations sold in June 1994 and September
1994, respectively, are the same operations acquired by the Company
effective March 31, 1998. See Note 12.a. of Notes to Consolidated Financial
Statements.

(3) Includes approximately $2.1 million for the actual and pro forma results for
the first six months of fiscal 1998 due to the reversal of a deferred tax
valuation allowance. See Note 12 of Notes to Consolidated Financial
Statements.

(4) See Note 1 of Notes to Consolidated Financial Statements for a description
of the calculation of basic and diluted income per share and Note 9 of Notes
to Unaudited Pro Forma Combined Statements of Income for a description of
the calculation of pro forma basic and diluted net income per share.

(5) Numbers are at period end. The Company's Baltimore operation, a 50% owned
franchise, is included in Company-owned operations. The Company's investment
in the Baltimore operation is being accounted for under the equity method.

(6) Includes SuperShuttle shared ride vans for both Company-owned and franchise
operations. Excludes mini-buses, sedans and paratransit vehicles.

(7) Pro forma consolidated balance sheet data gives effect to the conversion of
the Series B Preferred Stock into Common Stock.

(8) Adjusted to reflect the sale of the 3,000,000 shares of Common Stock offered
by the Company hereby at an assumed initial public offering price of $9.00
per share after deducting underwriting discounts and estimated offering
expenses and the application of the estimated net proceeds therefrom. See
"Use of Proceeds" and "Capitalization."

(9) Includes $641,000 of restricted cash at March 31, 1998.

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

All references to the "Company" and "SuperShuttle" mean SuperShuttle
International, Inc. and its subsidiaries, unless the context indicates
otherwise. Except as otherwise noted, all information in this Prospectus assumes
no exercise of the Underwriters' over-allotment option and gives effect to the
conversion of 479,475 shares of Series B Convertible Preferred Stock into
767,160 shares of Common Stock upon completion of this offering. See
"Description of Capital Stock," "Underwriting" and Notes to the Consolidated
Financial Statements.

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<PAGE> 8

RISK FACTORS

This Prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those discussed in
the forward-looking statements as a result of certain factors, including those
set forth below and elsewhere in this Prospectus. See "Cautionary Language
Regarding Forward-Looking Statements." The following risk factors should be
considered carefully in addition to the other information in this Prospectus
before purchasing the shares of Common Stock offered hereby.

Absence of Combined Operating History; Need for Regulatory Approvals. In
March 1998, SuperShuttle acquired its three largest franchises located in Los
Angeles, Orange County and Miami, and related operations in southern Florida
(collectively, the "Acquired Companies"). Until their acquisition by the
Company, the Acquired Companies each operated as separate independent entities
subject to separate franchise agreements with the Company. Upon the closing of
these acquisitions, the Company immediately began to integrate the Acquired
Companies; however, there can be no assurance such combination can be
accomplished successfully or on a timely basis. The Company is dependent in part
on the ability of its management team to manage a significantly larger
organization, maintain relationships with the Company's other franchisees and
upgrade the Company's existing and newly acquired businesses to its centralized
reservation and digital dispatch systems. There can be no assurance that the
Company will be able to successfully integrate the operations of the Acquired
Companies or institute the necessary Company-wide systems and procedures to
successfully manage the combined enterprise on a profitable basis. The
historical financial results of the Acquired Companies cover periods when the
Acquired Companies and SuperShuttle were not under common control or management
and, therefore, may not be indicative of the Company's future financial or
operating results. The inability of the Company to successfully integrate the
Acquired Companies or a decline in the revenues or earnings of the Acquired
Companies could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

The Company's acquisition of the Los Angeles and Orange County franchise
operations (the "California Acquired Companies") remains subject to approval by
the California Public Utilities Commission (the "CPUC"). The approval process
may take several months and there can be no assurance that CPUC approval will be
granted. The Company's application for approval has been objected to by one
competing provider of ground transportation services. If the CPUC fails to grant
approval of the acquisition of the California Acquired Companies, the Company
would not be permitted to continue to operate the California Acquired Companies.
In such event, the Company would be forced to restructure the acquisitions, if
possible, to avoid the requirement of CPUC approval or rescind them, either of
which would have a material adverse effect on the Company's pro forma results of
operations for the periods presented in this Prospectus and its business,
financial condition and results of operations for future periods. See
"Business--Regulation."

Risks Related to Expansion Through Acquisition. A key element of the
Company's current expansion strategy is to acquire additional ground
transportation businesses. Future acquisitions by the Company may result in the
use of a significant amount of cash, dilutive issuances of equity securities,
the incurrence of additional debt and higher amortization expenses related to
goodwill and other intangible assets, any of which could have a material adverse
effect upon the Company's business, financial condition and results of
operations. There can be no assurance that the Company will be able to continue
to identify, acquire or profitably manage additional businesses or successfully
integrate acquired businesses, if any, into the Company without substantial
costs, delays or other operational or financial problems. In addition, the
failure of the Company to obtain adequate financing on terms acceptable to the
Company may limit its ability to expand its operations through acquisitions.
Further, acquisitions involve a number of special risks, including difficulties
in the assimilation of the operations and personnel of the acquired company,
short-term adverse effects on the Company's operating results, diversion of
management's attention, failure to retain key acquired personnel, risks
associated with unanticipated events or liabilities, risks of entering markets
in which the Company has limited or
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no prior experience and risks related to the need for regulatory approvals. In
addition, there can be no assurance that the businesses acquired in the future
will achieve anticipated revenues and earnings. Customer dissatisfaction or
performance problems at a single acquired company could also have an adverse
effect on the reputation of the Company and adversely affect the Company's
national sales and marketing initiative, which could, in turn, have a material
adverse effect upon the Company's business, financial condition and results of
operations. See "Business--Growth Strategy."

Fluctuations in Operating Results. The Company's estimates of future
expense levels are based primarily on management's estimates of future demand
including projections for both existing and new operations. Future demand for
new operations, whether acquisitions or start-ups, is difficult to forecast
since the Company has not operated in those markets or managed such operations
in the past. In addition, since expense levels are fixed to a large extent, the
Company may be unable or unwilling to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in revenues would likely have an immediate material adverse effect on
the Company's business, financial condition and results of operations. Further,
the Company currently intends to substantially increase its operating expenses
to fund increased sales and marketing in new and existing markets and to
continue to develop and upgrade its operating systems. In addition, in the event
the Company acquires additional operations the Company's operating expenses
would likely be substantially increased. To the extent such expenses precede or
are not followed by increased revenues, the Company's operating results could be
materially adversely affected. Further, the Company is required to expense
substantially all costs associated with start-up operations, which could
materially adversely affect the Company's quarterly operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Selected Quarterly Results of Operations."

The Company expects to experience fluctuations in its future quarterly
operating results due to a variety of factors, many of which are outside the
Company's control. Factors that may adversely affect the Company's quarterly
operating results include, but are not limited to: (i) the Company's ability to
retain existing customers, attract new customers at a steady rate and maintain
customer satisfaction; (ii) changes in fuel prices, wages and other operating
expenses; (iii) changes in economic conditions affecting the travel industry;
(iv) the Company's ability to invest in and implement its systems and
infrastructure to support continued growth; (v) potential system failures or
other difficulties encountered in operating the Company's centralized
reservation and digital dispatch systems; (vi) the amount and timing of
operating costs and capital expenditures relating to expansion of the Company's
business, operations and infrastructure; (vii) delays and costs associated with
complying with governmental regulations; (viii) seasonality; (ix) costs and
amortization related to future acquisitions; (x) the amount and timing of
marketing expenditures; and (xi) other unforeseen events affecting the travel
industry. As a result of the foregoing factors, the Company's annual or
quarterly operating results may in some future period be below the expectations
of public market analysts and investors. In such event, the price of the
Company's Common Stock would likely be materially and adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Selected Quarterly Results of Operations."

Seasonality. The Company has experienced and expects to continue to
experience seasonality in its business, reflecting seasonal fluctuations in the
travel industry. Demand for the Company's services is typically lower in the
Company's second fiscal quarter, which ends in March, due to a decline in travel
and tourism during that period. Seasonality in the travel industry is likely to
cause quarterly fluctuations in the Company's operating results and could have a
material adverse effect on the Company's business, financial condition and
results of operations. Since a significant portion of the Company's expenses are
fixed, a decrease in demand has a disproportionate impact on the Company's net
income. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Dependence on Air Travel Industry. Approximately 80% of the Company's
revenues in fiscal 1997 were derived directly or indirectly from the air travel
industry, and thus the Company's future operating results are dependent on the
stability of and continued growth in the air travel industry. The

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<PAGE> 10

air travel industry, especially leisure travel, which is dependent on personal
discretionary spending levels, is sensitive to changes in economic conditions
and tends to decline during general economic downturns and recessions.
Significant airfare increases could result in reduced air travel and have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, any event that disrupts or reduces air
travel patterns for a continued period of time could have an adverse effect on
the Company's results of operations. For example, certain airports served by the
Company's operations are hubs for major airlines. If any such airline were to
significantly decrease its operations as a result of a work stoppage or other
event for any significant period of time, the Company's business, financial
condition and results of operations could be materially affected. Other events
that could adversely affect the travel industry include political instability,
regional hostilities, fuel price escalation, travel-related accidents, unusual
weather patterns, military conflicts, terrorist incidents or other adverse
occurrences. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

Labor Availability and Relations. The operation of the Company is
significantly dependent on the availability of qualified drivers. Historically,
the Company has experienced high turnover with respect to its employee drivers.
There can be no assurance that the Company will be able to maintain an adequate
supply of drivers and other personnel or that the Company's labor expenses will
not increase as a result of a shortage in supply of such workers. The Company
currently has approximately 2,000 employees, approximately 1,500 of whom are
members of various labor unions. The Company is a party to a number of different
collective bargaining agreements which expire at various dates between August
1999 and June 2002. In addition, certain of these contracts provide for periodic
renegotiation. Specifically, the contract with SuperShuttle's New York
subsidiary which covers approximately 80 employees expires in June 2002, the
contract with SuperShuttle's Arizona subsidiary which covers approximately 250
employees expires in January 2000, the contract relating to SuperShuttle's San
Francisco and Sacramento subsidiaries which covers approximately 340 employees
expires in December 2000 and the contract with SuperShuttle's Los Angeles
subsidiary which covers approximately 190 employees expires in January 2000. In
addition, approximately 230 drivers at SuperShuttle's Dallas/ Fort Worth
subsidiary are covered by operating rules which expire in August 1999. The
Company is currently in negotiations with the unions representing certain of its
Orange County and Florida employees and there can be no assurance that the
Company will obtain a satisfactory resolution to these negotiations. See
"Business -- Drivers and Equipment."

The Company's inability to negotiate acceptable contracts with existing
unions as agreements expire or with new unions could result in work stoppages by
the affected workers and increased operating costs as a result of higher wages
or benefits paid to union members. While the Company has experienced threats of
work stoppages in the past, such threats have not resulted in any strikes or
work stoppages to date. In the event the Company's employees were to engage in a
strike or other work stoppage, the Company could experience a significant
disruption of its operations and higher ongoing labor costs, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, pursuant to an agreement with one of the
Company's shareholders the Company has agreed to not, directly or indirectly,
oppose any attempt by any union to organize or seek to represent the employees
of the Company employed at any new location at which the Company may conduct
business. See "Business--Drivers and Equipment."

Management of Growth. The Company has recently experienced substantial
growth as a result of its acquisitions and start-up operations, which has placed
strains on its management, resources, systems and operations. The Company is
dependent on its ability to manage future growth effectively and to upgrade its
management information systems and other infrastructure. In 1996, the Company
outsourced a significant part of its internal financial and accounting staff and
systems to Arthur Andersen LLP. The Company intends to reintegrate these
financial and accounting functions at some future time and estimates that the
cost of such reintegration will be between approximately $300,000 and $500,000,
including the acquisition and implementation of new financial and accounting
systems, consulting fees and personnel costs. There can be no assurance that the
Company will be able to implement such new systems successfully or in a timely
manner, hire the necessary personnel to manage such functions or

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that such systems and personnel will be adequate to manage any potential future
growth that may occur. The potential future growth of the Company's operations
would likely place an increasing strain on the Company's management, financial,
marketing and other resources. As a result, the Company could experience
difficulties in hiring, training, and managing qualified employees, as well as
problems in upgrading management information and other systems. If the Company's
management is unable to effectively manage any further growth that may occur,
the Company's business, financial condition and results of operations could be
materially adversely affected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Risk of Fuel Price Increases; Availability of Fuels. Fuel costs accounted
for approximately 8% of the Company's net revenues in fiscal 1997. Fuel prices
are subject to sudden increases as a result of variations in supply levels and
demand. Any sustained increase in fuel prices could adversely affect the
Company's results of operations unless it were able to increase prices in an
amount sufficient to completely offset such fuel price increases. From time to
time, there are efforts at the federal or state level to increase fuel or
highway use taxes, which, if enacted, also could adversely affect the Company's
business, results of operations and financial condition. The Company's
operations, as well as those of its competitors, could also be affected by any
limitation in the supply of fuel or by any imposition of mandatory allocation or
rationing regulations. A severe disruption of fuel supplies resulting from
Organization of Petroleum Exporting Countries (OPEC) supply changes, political
unrest, war or otherwise, would have a material adverse effect on the Company's
business, financial condition and results of operations. In addition,
approximately 43% of the Company's vans operate on alternative fuels such as
compressed natural gas and propane, which are not as widely available as
gasoline. Any changes in the cost or supply of these fuels could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Drivers and Equipment."

Dependence on Airport and Government Contracts. Certain of the Company's
shared ride services and its paratransit services are provided pursuant to
contracts entered into or permits issued by applicable airport or state or local
governmental authorities. The terms of these contracts or permits typically
provide for the termination or revocation thereof by the applicable airport or
state or local authority upon less than 60 days notice. The revocation or early
termination of any of the Company's existing or future permits or operating
contracts could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, payments to the
Company under its paratransit contracts are funded through government subsidy
programs, and, without these subsidies, the state or local authority may be
unwilling to continue to renew these contracts, which would have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--SuperShuttle Services" and "--Airport Relations."

Capital Requirements; Availability of Financing. In addition to capital
requirements associated with potential acquisitions, the Company's operations
require significant capital in order to acquire and maintain a fleet of vans and
other vehicles and, to a lesser extent, expand infrastructure to support
internal growth. Maintenance costs account for approximately 8% of the Company's
net revenues in fiscal 1997. In addition, the Company invests approximately $6.0
million annually to acquire new fleet vehicles. The Company depends upon
third-party financing to purchase its fleet vehicles and continued availability
of financing on favorable terms is critical to the Company's operations. In
addition, certain events, such as a material increase in damage to vehicles,
could reduce the value of the collateral securing the Company's fleet financing
facilities and cause the acceleration of the repayment of such facilities. Any
inability of the Company to obtain vehicle financing on favorable terms would
have a material adverse effect on the Company's business, financial condition
and results of operations. There can be no assurance that the sources of
financing utilized by the Company or alternative financing will remain or become
available to the Company or that such financing will be available on terms
acceptable to the Company. In addition, as vans age, they require increasing
amounts of maintenance and, therefore, are more expensive to operate. The
Company's inability to acquire, or a material delay in acquiring the financing
necessary to acquire replacement vans as needed, would have a material adverse
effect on the Company's business, financial condition and

9
<PAGE> 12

results of operations due to higher operating costs associated with operating an
aging fleet. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Company--Liquidity and Capital Resources" and
"Business--Drivers and Equipment."

Insurance Costs; Risk of Personal Injury Claims. The Company's cost of
maintaining personal injury, property damage and workers' compensation insurance
represented approximately 4.5% of the Company's net revenues in fiscal 1997.
There can be no assurance that insurance with unaffiliated carriers will
continue to be available to the Company on economically reasonable terms. In
addition, the Company could experience higher insurance premiums as a result of
adverse claims experience or because of general increases in premiums by
insurance carriers for reasons unrelated to the Company's own claims experience.
In 1989 and 1990, as a result of changes in California's workers' compensation
laws, the Company experienced a significant number of claims resulting in higher
premiums and significantly increased operating costs for the Company's
California operations. There can be no assurance that the Company will not be
subject to similar increases in the future. See "Business--Insurance."

As an operator of motor vehicles, the Company is exposed to claims for
personal injury or death and property damage as a result of accidents. The
Company's automobile liability and general liability insurance policy covers
accidents involving the Company's vehicles, with limits of $1,000,000 per
incident and $5,000,000 overall. The Company makes most of the repairs to its
vehicles and thus does not carry insurance with respect to damage on most of its
vehicles. There can be no assurance that the Company will not be exposed to
uninsured liability at levels in excess of historical levels resulting from
multiple payouts or otherwise, that liabilities in respect of existing or future
claims will not exceed the level of the Company's insurance, that the Company
will have sufficient capital available to pay any uninsured claims or that
insurance with unaffiliated carriers will continue to be available to the
Company on economically reasonable terms. If the Company were to become subject
to claims that were significantly in excess of, or not covered by its existing
insurance, its business, financial condition and results of operations could be
materially adversely affected. See "Business--Insurance."

Dependence on Trademarks. The Company believes that its registered and
common law trademarks, including "SuperShuttle," "ExecuCar" and the blue and
yellow color combination, have significant value and that certain of its
trademarks are instrumental to its ability to create and sustain demand for and
market its services. There can be no assurance that the steps taken by the
Company to protect its proprietary rights will be adequate or that third parties
will not infringe or misappropriate the Company's trademarks. From time to time,
the Company discovers service providers that are infringing upon the Company's
trademarks. A challenge of a third party's services on the basis of trademark
infringement can be expensive and divert management time and resources. If the
Company is unsuccessful in such a challenge, continued operations by that or any
other third party could adversely impact the SuperShuttle name, result in the
shift of consumer preferences away from the Company in such market and generally
have a material adverse effect on the Company's business, results of operations
and financial condition. Further, most of the Company's trademarks are not
registered in foreign jurisdictions, which may impact the Company's ability to
expand internationally. There can be no assurance that the Company's trademarks
do not or will not violate the proprietary rights of others, particularly in
foreign jurisdictions, that they would be upheld if challenged or that the
Company would, in such an event, not be prevented from using its trademarks, any
of which could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, the Company could
incur substantial costs to defend legal actions taken against it relating to the
Company's use of trademarks, which could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Intellectual Property."

Significant Government Regulation. The Company's operations are subject to
various state and local regulations primarily designed to promote public safety
by ensuring that regulated transportation providers operate safely, legally and
in the public interest. Individual states and certain local governments require
certain approvals and permits to operate common carrier services. The loss of
such licenses and permits by the Company's existing operations or the failure of
the Company's future

10
<PAGE> 13

operations to receive such licenses and permits would have a material adverse
effect upon the Company's business, financial condition and results of
operations. In addition, the CPUC must approve the acquisition of the Los
Angeles and Orange County operations by the Company. The failure of the CPUC to
grant final approval of these acquisitions would force the Company to
restructure the acquisitions, if possible, to avoid the requirement of CPUC
approval or to rescind them, either of which would have a material adverse
effect on the Company's pro forma results of operations for the periods
presented in this Prospectus and its business, financial condition and results
of operations for future periods. The Company's operations are also subject to
extensive safety requirements and requirements imposed by environmental laws,
workplace safety and anti-discrimination laws, including the Americans with
Disabilities Act. Safety, environmental and vehicle accessibility requirements
have increased in recent years, and this trend could continue. The Federal
Highway Administration ("FHWA") and state regulatory agencies have broad power
to suspend, amend or revoke the Company's operating authorizations for failure
to comply with statutory requirements, including safety and insurance
requirements. Local regulations applicable to van services focus on the entry of
new operators into the marketplace and the aggregate number of vehicles which
will have authority to operate as well as the fares that can be charged for
providing transportation services. Changes in these regulations may limit the
Company's ability to expand the size of its van fleet. See "Business--
Regulation" and "--Intellectual Property."

Significant Airport Regulation. All airports require ground transportation
providers to obtain some level of authority to operate from curbside or other
central locations. These airports grant such authority to operate by issuing
permits or licenses. Many airports also confer preferential operating authority
to certain carriers. The bidding process for such preferential operating
authority is generally conducted through a formal request for proposal ("RFP")
process. The RFP process for airport ground transportation services typically
involves the submission of bids by transportation providers to provide a
specified service at a particular airport and the winning bidder or bidders are
typically granted the right to provide outbound transportation services from the
airport, from either designated space within the airport or at a specified curb
location. These permits, licenses or contracts to provide such services issued
by or entered into with airport authorities are generally terminable by such
airport authorities upon less than 60 days notice. The RFPs generally require
that a service provider meet certain fitness and financial criteria. There can
be no assurance the Company will, in the future, be a successful bidder or that
competitive service providers will not be awarded contracts at certain airports
to the exclusion of the Company. The failure of the Company to be awarded
contracts by additional airports may constrain the expansion of its operations
at certain airports. Furthermore, there can be no assurance that the Company's
existing or future contracts will be renewed or not otherwise terminated or that
airports will not award additional contracts to competitive providers. The
Company also operates at a number of airports that do not provide contracts to
ground transportation providers. Certain of the Company's services are also
regulated at the local municipality level. Certain municipalities or airports
impose significant usage fees applicable to the Company's services and require
the posting of performance bonds securing the Company's obligations. A
significant increase in the fees the Company is required to pay could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business--Airport Relations" and "--Regulation."

Reliance on Franchisees; Regulation of Franchises. The Company has
expanded its presence in certain markets through franchises. The Company relies
on its franchisees to provide consistent, quality service in these locations.
While the Company attempts to ensure that the quality of its brand is maintained
by such franchisees, there can be no assurance that such franchisees will not
take actions that could damage the reputation of the Company or the SuperShuttle
brand name and adversely affect the ability of the Company to continue to build
the SuperShuttle brand, any of which would have a material adverse effect upon
the Company's business, financial condition and results of 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

11
<PAGE> 14

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 the
complexity of franchise regulation compliance problems that may be encountered
from time to time. See "Business--Franchising Relationships."

Dependence on Operating Systems. The Company depends on its centralized
reservation, dispatch, scheduling and cashiering systems to process
reservations, effectively manage personnel and vehicle resources and produce
financial and managerial reports and otherwise seek to provide a consistently
high level of service to its passengers. The Company licenses the software for
its digital dispatch system from a third party and relies on this third party to
maintain, update and otherwise enhance this software. See "Business--Integrated
Operating Systems."

Potential Exposure to Environmental Liabilities. The Company is regulated
by federal, state and local environmental laws and regulations, including those
dealing with air emissions, water discharges and the storage, handling and
disposal of petroleum and hazardous substances. Additionally, the Company may be
subject to additional regulation with respect to the ownership and operation of
tanks for the storage of petroleum products, such as gasoline, diesel fuel and
motor and waste oils. Presently, the Company has above ground and underground
storage tanks located at certain of its facilities. There can be no assurance
that the Company's current fuel tanks or those acquired in future acquisitions
will not result in discharge of hazardous materials at the Company's facilities.
Although the Company intends to conduct appropriate due diligence with respect
to environmental matters in connection with future acquisitions, there can be no
assurance that the Company will be able to identify or be indemnified for all
potential environmental liabilities relating to any acquired business. In
addition, in April 1998 the Company received a letter from the lessor of its
Texas facility claiming that SuperShuttle contaminated this property and
requesting that it restore the property to the condition it was in before the
contamination occurred. While the Company believes it was not the cause of any
such contamination and intends to vigorously defend any claim to the contrary,
there can be no assurance that the Company will not incur significant costs
defending this claim, be required to pay damages or incur costs related to the
remediation of this property. Such costs could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business--Regulation" and "--Facilities and Environmental Matters."

Substantial Competition. The ground transportation industry is highly
competitive and fragmented with few significant national participants operating
multi-city ground transportation operations. Each local market usually contains
numerous local participants as well as a few companies offering regional and
national service. Ground transportation service companies compete primarily on
the basis of price, quality, convenience, scope of service and dependability.
The Company also competes with service providers offering alternative modes of
transportation, such as buses, taxis and rental cars. In addition to competing
for customers the Company also competes for airport and other contracts and for
possible acquisitions. The Company expects competition to increase 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. The Company's ability to effectively identify and consummate
acquisitions may be impacted if current and potential competitors make strategic
acquisitions or establish cooperative relationships, which could result in fewer
acquisition opportunities available to the Company as well as increased costs
for remaining acquisition targets. Competitive market conditions could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business--Competition."

Year 2000 Compliance. While the Company believes that its internal
computer systems are Year 2000 compliant and does not anticipate that it will
incur significant expenditures to ensure that such systems will not have
problems relating to date coding in the year 2000 and beyond, there can be no
12
<PAGE> 15

assurance that such systems are fully Year 2000 compliant. In addition, the
failure of systems of third parties on which the Company's systems and
operations rely to be Year 2000 compliant would have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000."

Control by Existing Management and Stockholders. After completion of this
offering, the Company's executive officers and directors, and entities
affiliated with them, will beneficially own approximately 43.3% of the
outstanding shares of the Company's Common Stock (41.8% if the Underwriters'
overallotment option is exercised in full). As a result, these persons, if
acting in concert, will continue to be in a position to effectively control the
outcome of all actions requiring stockholder approval, including the election of
the entire Board of Directors. See "Principal and Selling Stockholders."

Reliance on Key Personnel. The Company's operations are dependent on the
continued efforts of its executive officers and senior management. Furthermore,
the Company will likely be dependent on the senior management of any businesses
acquired in the future. If any of these persons ceases to continue in his or her
present role, or if the Company is unable to attract and retain other qualified
employees, the Company's business, financial condition and results of operation
could be materially adversely affected. Although the Company has entered into
employment agreements with many of its executive officers and key managers,
there can be no assurance that any individual will continue in his or her
present capacity with the Company or operating subsidiary for any particular
period of time. The Company has employment agreements with certain of its
executive officers and key managers which provide for severance benefits
including the payment of between one and two years salary. In addition, in the
event of a change in control, certain of these executives are entitled to the
acceleration of the vesting of their options and have the right to require the
Company to purchase their vested options at a price that is not less than the
equivalent purchase price of the acquiring company effecting the change of
control. These change in control provisions may have the effect of making it
more difficult for a third party to acquire, or discouraging a third party from
attempting to acquire, control of the Company. The Company does not intend to
obtain key man life insurance covering any of its executive officers or other
members of senior management. See "Management" and "Certain Transactions."

Anti-Takeover Provision of the Company's Certificate of Incorporation,
Bylaws and Delaware Law. Certain provisions of the Company's Certificate of
Incorporation and Bylaws, as in effect upon the closing of this offering, may
have the effect of making it more difficult for a third party to acquire, or
discouraging a third party from attempting to acquire, control of the Company.
Such provisions could limit the price that certain investors might be willing to
pay in the future for shares of the Company's Common Stock. In addition, the
Company's Board of Directors has the authority to issue up to 5,000,000 shares
of Preferred Stock and to determine the price, rights, preferences, privileges
and restrictions of those shares without any further vote or action by the
stockholders which could discourage takeover bids for the Common Stock. Certain
provisions of Delaware law applicable to the Company could also delay or make
more difficult a merger, tender offer or proxy contest involving the Company,
including Section 203 of the Delaware General Corporation Law. Such provisions
could have the effect of delaying, deferring or preventing a change in control
of the Company, including, without limitation, discouraging a proxy contest or
making more difficult the acquisition of a substantial block of the Company's
Common Stock. These provisions could also limit the price that investors might
be willing to pay in the future for shares of the Company's Common Stock. See
"Description of Capital Stock--Preferred Stock" and "--Anti-Takeover Provisions
of Delaware Law."

No Prior Trading Market for Common Stock; Potential Volatility of Stock
Price. Prior to this offering, there has been no public market for the Common
Stock and there can be no assurance that an active trading market will develop
or be sustained after this offering. The initial public offering price will be
determined through negotiations between the Company and the representatives of
the Underwriters based on several factors and may not be indicative of the
market price of the Common
13
<PAGE> 16

Stock after this offering. The market price of the shares of Common Stock is
likely to be highly volatile and may be significantly affected by factors such
as actual or anticipated fluctuations in the Company's operating results, new
services provided or new contracts entered into by the Company, its competitors,
government or regulatory action, general market conditions, changes in financial
estimates by securities analysts and other factors, certain of which could be
unrelated to, or outside the control of, the Company. The stock market has from
time to time experienced significant price and volume fluctuations that have
often been unrelated to the operating performance of particular companies. These
broad market fluctuations may adversely affect the market price of the Company's
Common Stock. In the past, following periods of volatility in the market price
of a company's securities, securities class action litigation has been initiated
against the issuing company. There can be no assurance that such litigation will
not occur in the future with respect to the Company. Such litigation could
result in substantial costs and a diversion of management's attention and
resources, which could have a material adverse effect on the Company's business,
financial condition and results of operations. Any settlement or adverse
determination in such litigation would also subject the Company to significant
liability, which would have a material adverse effect on the Company's business,
financial condition and results of operations. See "Underwriting."

Dilution. Purchasers of the Common Stock offered hereby will suffer
immediate and substantial dilution in the net tangible book value of the Common
Stock from the initial public offering price. To the extent outstanding options
to purchase the Company's Common Stock are exercised, there will be further
dilution. See "Dilution."

No Dividends. The Company has not paid dividends on its Common Stock since
its inception and does not expect to pay cash or stock dividends on its Common
Stock in the foreseeable future. Furthermore, the Company's line of credit
contains certain covenants that, among other things, preclude the payment of
cash dividends by the Company. See "Dividend Policy."

Potential Effects of Shares Eligible for Future Sale on Price of Common
Stock. Upon completion of the offering and based on the shares outstanding as
of May 31, 1998, there will be 9,573,617 shares of Common Stock outstanding. Of
these shares, the 3,320,000 shares sold in the offering (assuming no exercise of
the Underwriters' over-allotment option) will be freely tradable without
restriction or further registration under the Securities Act of 1933, as amended
(the "Securities Act"), unless purchased by "affiliates" of the Company, as that
term is defined in Rule 144 of the Securities Act. The remaining shares will be
"restricted securities" as that term is defined under Rule 144 (the "Restricted
Shares"). Of the Restricted Shares, an aggregate of 3,427,765 shares of Common
Stock (including 267,543 shares issuable upon exercise of vested stock options
and warrants to purchase Common Stock), will be eligible for sale in the public
market subject to Rule 144 and Rule 701 under the Securities Act and the
expiration of a contractual lock-up ending 180 days after the date of the
Prospectus, unless an earlier release of the lock-up is consented to, in whole,
or in part, by Hambrecht & Quist LLC. Subject to compliance with the volume
limitations and other requirements of Rule 144, the remaining Restricted Shares
will become eligible for sale under Rule 144 between February and April 1999.
The Company intends to register on a Form S-8 registration statement under the
Securities Act, during the 180-day lock-up period, a total of 1,403,975 shares
of Common Stock which are subject to outstanding options or reserved for
issuance under the Company's stock option plans. As of May 31, 1998, there were
options to purchase 382,250 shares of Common Stock outstanding of which 81,750
were vested and exercisable. See "Shares Eligible for Future Sale."

After the offering, the holders of approximately 4,689,111 shares of Common
Stock are entitled to certain rights with respect to registration of such shares
under the Securities Act. Registration of such shares under the Securities Act
would result in such shares becoming freely tradable without restriction under
the Securities Act (except for shares purchased by affiliates of the Company)
immediately upon the effectiveness of such registration. If the holders, by
exercising their demand registration rights, cause a large number of securities
to be registered and sold in the public market, such sales could have an adverse
effect on the market price for the Common Stock. If the Company were to include
in a Company-initiated registration, any registrable securities pursuant to the
exercise
14
<PAGE> 17

of piggyback registration rights, such sales may have an adverse effect on the
Company's ability to raise needed capital. See "Description of Capital
Stock--Registration Rights."

Cautionary Language Regarding Forward-Looking Statements. This Prospectus
contains certain forward-looking statements, including, without limitation,
statements concerning the Company's operations, future expansion through
acquisitions and start-up operations, economic performance and financial
condition, particularly statements relating to the Company's growth strategy.
The words "believe," "intend," "plan," "expect" and "anticipate" and other
similar expressions generally identify forward-looking statements. Investors are
cautioned not to place undue reliance on these forward-looking statements. These
forward-looking statements are based largely on the Company's current
expectations and are subject to a number of risks and uncertainties, including,
without limitation, those identified in this "Risk Factors" section and
elsewhere in this Prospectus. Other important factors to consider in evaluating
such forward-looking statements include changes in external market factors,
changes in the Company's business or growth strategy or an inability to execute
its strategy due to changes in its industry or the economy generally, the
emergence of new or growing competitors and various competitive factors. In
light of these risks and uncertainties, there can be no assurance that the
matters referred to in the forward-looking statements contained in this
Prospectus will in fact occur according to the Company's plans, if at all.

15
<PAGE> 18

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 3,000,000 shares of
Common Stock offered hereby by the Company at an assumed initial public offering
price of $9.00 per share after deducting underwriting discounts and estimated
expenses of the offering are estimated to be approximately $24,410,000
($27,322,760 if the Underwriters' over-allotment option is exercised in full).
The Company intends to use a portion of the net proceeds to repay approximately
$700,000 of outstanding indebtedness under various vehicle leases with
maturities ranging from September 1998 to February 2000 and interest rates
ranging from 12% to 18%. The remaining proceeds will be used primarily for
general corporate purposes, potential acquisitions and capital expenditures. The
Company has no agreements, arrangements, or understandings with regard to any
acquisition transaction. Pending such uses, the Company intends to invest such
funds in short-term, investment grade, interest-bearing securities. The Company
will not receive any of the proceeds from the sale of shares by the Selling
Stockholder. See "Management's Discussion and Analysis of Financial Conditions
and Results of Operations--Liquidity and Capital Resources" and "Principal and
Selling Stockholders."

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on shares of its
Common Stock. The Company currently intends to retain its earnings for future
growth and, therefore, does not anticipate paying any cash dividends on its
Common Stock in the foreseeable future. The payment of cash dividends in the
future will be at the discretion of the Board of Directors and will depend upon
the Company's future earnings, if any, its capital requirements, financial
condition and other relevant factors. Furthermore, the Company's line of credit
contains certain covenants that, among other things, preclude the payment of
cash dividends by the Company. See "Risk Factors--No Dividends."

16
<PAGE> 19

CAPITALIZATION

The following table sets forth the capitalization of the Company at March
31, 1998 (i) on an actual basis, (ii) on a pro forma basis giving effect to the
conversion of the Series B Preferred Stock into Common Stock, and (iii) as
adjusted to give effect to the sale of 3,000,000 shares of Common Stock offered
by the Company hereby at an assumed initial public offering price of $9.00 per
share after deducting the underwriting discount and estimated offering expenses
and the initial application of the estimated net proceeds therefrom. This table
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto and the Unaudited Pro Forma Combined Financial Statements and
Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------
PRO AS
ACTUAL FORMA ADJUSTED
------- ------- --------
(UNAUDITED, IN THOUSANDS)
<S> <C> <C> <C>
Current portion of long-term debt........................... $ 3,915 $ 3,915 $ 3,778
======= ======= =======
Long-term debt, net of current portion...................... $ 1,763 $ 1,763 $ 1,200
------- ------- -------
Series B Convertible Preferred Stock, par value $.01,
479,475 shares authorized; 479,475 shares issued and
outstanding; no shares issued and outstanding pro forma
and as adjusted........................................... 4,105 -- --
Stockholders' equity:
Common Stock, par value $.01, 20,000,000 shares
authorized; 5,806,457 shares issued and outstanding
actual; 6,573,617 shares issued and outstanding pro
forma; and 9,573,617 shares issued and outstanding as
adjusted(1)........................................... 58 66 96
Preferred Stock, par value $.01, 5,000,000 shares
authorized; no shares issued and outstanding.......... -- -- --
Capital in excess of par value......................... 25,634 29,731 54,111
Accumulated deficit.................................... (4,803) (4,803) (4,803)
------- ------- -------
Total stockholders' equity........................ 20,889 24,994 49,404
------- ------- -------
Total capitalization............................ $30,672 $30,672 $54,382
======= ======= =======
</TABLE>

- ------------------------------
(1) Excludes 392,250 shares of Common Stock issuable upon exercise of stock
options issued pursuant to the Company's stock option plans, which have a
weighted average exercise price of $6.26 per share, and 1,011,725 shares of
Common Stock reserved for issuance under the Company's Option Plans. See
"Management--1998 Option Plan" and "--1995 Option Plan." Also excludes
106,356 shares of Common Stock issuable upon exercise of outstanding
warrants which are exercisable at a price of $6.00 per share. See
"Description of Capital Stock--Warrants."

17
<PAGE> 20

DILUTION

As of March 31, 1998, the Company had a net tangible book value on a pro
forma basis of approximately $6.3 million, or $0.95 per share of Common Stock.
Net tangible book value per share represents the amount of total tangible assets
less total liabilities on a pro forma basis divided by the number of shares of
Common Stock outstanding giving effect to pro forma conversion of the Series B
Preferred Stock into Common Stock. Without taking into account any other changes
in net tangible book value after March 31, 1998, other than the receipt by the
Company of the net proceeds from the sale of 3,000,000 shares of Common Stock
offered by the Company hereby at an assumed initial public offering price of
$9.00 per share, the pro forma net tangible book value of the Company as of
March 31, 1998 would have been approximately $30.7 million, or $3.20 per share.
This represents an immediate increase in net tangible book value of $2.25 per
share to existing stockholders and an immediate dilution in net tangible book
value of $5.80 per share to new investors purchasing shares of Common Stock in
this offering. See "Risk Factors--Dilution." The following table illustrates
this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.................... $9.00
Pro forma net tangible book value per share before the
offering.............................................. $0.95
Increase per share attributable to new investors....... 2.25
-----
Pro forma net tangible book value per share after the offering..... 3.20
-----
Dilution per share to new investors................................ $5.80
=====
</TABLE>

The following table summarizes, on a pro forma basis, as of March 31, 1998,
the differences between existing stockholders and the new investors with respect
to the number of shares of Common Stock purchased from the Company, the total
consideration paid and the average price per share paid:

<TABLE>
<CAPTION>
AVERAGE PRICE
SHARES PURCHASED TOTAL CONSIDERATION PER SHARE
-------------------- ---------------------- -------------
NUMBER PERCENT AMOUNT PERCENT
--------- ------- ----------- -------
<S> <C> <C> <C> <C> <C>
Existing
stockholders(1)(2)......... 6,573,617 68.7% $24,993,823 48.1% $3.80
New investors(2)............. 3,000,000 31.3 27,000,000 51.9 9.00
--------- ----- ----------- -----
Total.............. 9,573,617 100.0% $51,993,823 100.0%
========= ===== =========== =====
</TABLE>

- ------------------------------
(1) Excludes, as of March 31, 1998, 1,403,975 shares of Common Stock reserved
for issuance pursuant to the Company's option plans, of which options to
purchase 392,250 shares were outstanding at a weighted average exercise
price of $6.26 per share. Also excludes 106,356 shares of Common Stock
issuable upon exercise of warrants outstanding as of March 31, 1998, at an
exercise price of $6.00 per share. See "Management--Option Plans" and
"Description of Capital Stock--Warrants."

(2) Sales by the Selling Stockholders in this offering will reduce the number of
shares held by existing stockholders to 6,253,617 shares, or approximately
65.3% (6,103,617 shares or approximately 63.8% if the Underwriters'
over-allotment option is exercised in full) of the total number of shares of
Common Stock outstanding after this offering and will increase the number of
shares held by new investors to 3,320,000 or approximately 34.7% (3,470,000
shares or approximately 36.2% if the Underwriters' over-allotment option is
exercised in full) of the total number of shares of Common Stock outstanding
after this offering. See "Principal and Selling Stockholders."

18
<PAGE> 21

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data as of and for the fiscal
years ended September 30, 1993, 1994 and 1995 are derived from the Consolidated
Financial Statements of the Company and have been audited by Arthur Andersen
LLP, independent public accountants. The selected consolidated financial data as
of and for the fiscal years ended September 30, 1996 and 1997 are derived from
the Consolidated Financial Statements of the Company included elsewhere in this
Prospectus and have been audited by Deloitte & Touche LLP, independent public
accountants. The selected financial data as of and for the six months ended
March 31, 1998 and March 31, 1997, have been derived from unaudited financial
statements which, in the opinion of management, reflect all adjustments,
including only normal recurring adjustments, that the Company considers
necessary for fair presentation of the consolidated financial positions and
results of operations for these periods. The pro forma selected financial data
has been derived from the Unaudited Pro Forma Combined Financial Statements
included elsewhere in this Prospectus. The following financial information
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the Company's Consolidated
Financial Statements, including the Notes thereto, and the Company's Unaudited
Pro Forma Combined Financial Statements appearing elsewhere in this Prospectus.
The operating results for the periods presented are not necessarily indicative
of the results to be expected for the full fiscal year or any other period.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED SEPTEMBER 30, ENDED MARCH 31,
---------------------------------------------------------- -------------------------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------------------ -------- --------------------
PRO PRO
ACTUAL FORMA(1) ACTUAL FORMA(1)
------ -------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Net revenues(2).................. $43,936 $40,215 $28,873 $32,304 $33,398 $74,796 $ 16,320 $16,458 $37,943
Direct cost of revenues.......... 25,483 23,325 16,731 18,760 19,694 46,099 9,699 9,597 23,482
------- ------- ------- ------- ------- ------- -------- ------- -------
Gross profit..................... 18,453 16,890 12,142 13,544 13,704 28,697 6,621 6,861 14,461
Other operating expenses......... 9,886 9,048 6,973 7,281 7,664 15,101 3,947 3,574 6,959
Selling, general and
administrative expenses........ 8,640 7,624 5,243 7,364 5,421 9,776 2,742 2,649 5,026
Unusual item..................... 1,307 -- (754) (745) -- -- -- -- --
Amortization of goodwill......... -- -- -- -- -- 468 -- -- 234
------- ------- ------- ------- ------- ------- -------- ------- -------
Income (loss) from operations.... (1,380) 218 680 (356) 619 3,352 (68) 638 2,242
Other income (expense)--net...... (484) (372) 162 403 589 (678) 702 155 (440)
------- ------- ------- ------- ------- ------- -------- ------- -------
Income (loss) before income taxes
and extraordinary item......... (1,864) (154) 842 47 1,208 2,674 634 793 1,802
Income tax (provision) benefit... (29) (30) (7) (7) 353 (423) -- 2,087 1,593
------- ------- ------- ------- ------- ------- -------- ------- -------
Net income (loss) before
extraordinary item............. (1,893) (184) 835 40 1,561 2,251 634 2,880 3,395
Extraordinary item--gain on debt
refinancing.................... -- 2,110 -- -- -- -- -- -- --
Less preferred stock accretion... -- -- -- (91) (70) (70) (35) (35) (35)
------- ------- ------- ------- ------- ------- -------- ------- -------
Net income (loss) to common
stockholders................... $(1,893) $ 1,926 $ 835 $ (51) $ 1,491 $ 2,181 $ 599 $ 2,845 $ 3,360
======= ======= ======= ======= ======= ======= ======== ======= =======
Net income (loss) per share:
Basic.......................... $ (1.09) $ 1.11 $ 0.48 $ (0.03) $ 0.54 $ 0.33 $ 0.22 $ 1.03 $ 0.51
======= ======= ======= ======= ======= ======= ======== ======= =======
Diluted........................ $ (1.03) $ 0.95 $ 0.38 $ (0.03) $ 0.42 $ 0.33 $ 0.17 $ 0.81 $ 0.50
======= ======= ======= ======= ======= ======= ======== ======= =======
Shares used in calculation of
net income (loss) per share:
Basic(3)....................... 1,738 1,738 1,748 1,853 2,754 6,566 2,746 2,761 6,574
Diluted(3)..................... 1,835 2,028 2,175 1,949 3,512 6,663 3,504 3,519 6,670
</TABLE>

19
<PAGE> 22

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED SEPTEMBER 30, ENDED MARCH 31,
--------------------------------------------------------- ----------------------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ----------------- -------- -----------------
PRO PRO
ACTUAL FORMA ACTUAL FORMA
SELECTED OPERATING DATA: ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Company-owned operations(4).......... 3 3 3 4 5 8 4 5 8
Franchise operations(4).............. 3 7 8 8 8 5 9 8 5
Number of vans(5).................... 399 524 582 628 683 683 628 763 763
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
SEPTEMBER 30, ------------------
----------------------------------------------- PRO
1993 1994 1995 1996 1997 ACTUAL FORMA(7)
------- ------- ------- ------- ------- ------ --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents(6)................... $ 1,151 $ 1,013 $ 3,156 $ 2,246 $ 1,500 $ 2,904 $ 2,904
Working capital (deficit)...................... (8,944) (7,327) (5,101) (3,098) (2,072) (3,604) (3,604)
Total assets................................... 5,838 6,454 14,486 12,021 10,269 38,281 38,281
Long-term debt, less current portion........... 942 696 3,236 1,967 1,089 1,763 1,763
Series B Convertible Preferred Stock........... -- -- 3,909 4,000 4,070 4,105 --
Total stockholders' (deficit) equity........... (6,697) (4,774) (5,200) (3,384) (1,752) 20,889 24,994
</TABLE>

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

(1) Represents actual operating results for the periods presented and actual
results of each of the Acquired Companies along with adjustments which give
effect to events that are directly attributable to the Acquired Companies
and which are expected to have a continuing impact. This pro forma
information should be read in connection with the Unaudited Pro Forma
Combined Financial Statements included in this Prospectus.

(2) The decline in revenues from 1994 to 1995 is the result of the sale of the
Orange County and Los Angeles operations in June 1994 and September 1994,
respectively. These operations are the same operations acquired by the
Company effective March 31, 1998. See Note 12.a. of Notes to Consolidated
Financial Statements.

(3) See Note 1 of Notes to Consolidated Financial Statements for a description
of the calculation of basic and diluted income per share and Note 9 to
Unaudited Pro Forma Combined Statements of Income for a description of the
calculation of pro forma and diluted net income per share.

(4) Numbers are at period end. The Company's Baltimore operation, a 50% owned
franchise, is included in Company-owned operations. The Company's investment
in the Baltimore operation is being accounted for under the equity method.

(5) Includes SuperShuttle shared ride vans for both Company-owned and franchise
operations. Excludes mini-buses, sedans and paratransit vehicles.

(6) Includes restricted cash.

(7) Pro forma consolidated financial data gives effect to the conversion of the
Series B Preferred Stock into Common Stock.

20
<PAGE> 23

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

The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Data" and the Company's Consolidated Financial
Statements and Notes thereto included elsewhere in this Prospectus. In addition
to the historical information contained herein, the discussion in this
Prospectus contains certain forward-looking statements that involve unknown
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Prospectus
should be read as being applicable to all related forward-looking statements
wherever they may appear in this Prospectus. The Company's actual results and
the timing of certain events could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in "Risk Factors" as well as those discussed
elsewhere herein. The Company's fiscal year ends on September 30.

OVERVIEW

SuperShuttle was founded in 1985 and has become a leading provider of
nationally-branded, door-to-door shared ride airport ground transportation
services in the United States. Since its inception, the Company has expanded
through opening Company-owned operations and establishing franchise operations.
From 1985 to 1990, the Company focused its efforts on Company-owned operations,
opening operations in five cities during this period. The Company sold its Miami
and two Los Angeles operations in 1990 and 1994, respectively, to three
franchisees. From 1994 to 1997, the Company added five franchise operations.
During this same period, the Company developed its centralized reservation
system, REZ Central, its digital dispatch system ("DDS"), and its integrated
operating systems to support increased passenger volume in existing cities and
the addition of new locations throughout the United States. REZ Central was
implemented in 1995 and the Company recently installed DDS in Phoenix and San
Francisco. The Company is currently installing DDS in Los Angeles and Orange
County and plans to implement DDS in Dallas before the end of fiscal 1998.

The Company has also begun to pursue growth opportunities through
acquisitions of its franchises and other transportation companies and through
start-up operations. Toward this goal, the Company purchased a 50% interest in
its Baltimore franchise in September 1997, completed its purchase of the
Acquired Companies in March 1998 and opened a start-up operation in New York
City in May 1998. The acquisition of the Acquired Companies was accounted for
under the purchase method of accounting. As a result, the pro forma results
discussed below include the historical financial statements of the Company and
each of the Acquired Companies along with adjustments which give effect to
events that are directly attributable therefrom and which are expected to have a
continuing impact. During the periods presented below, the Acquired Companies
were not under common control or management and, therefore, the data presented
may not be comparable to or indicative of post-combination results achieved by
the Company. There can be no assurance that the Company will be able to
successfully integrate the Acquired Companies or that their historical revenues
or earnings will not decline. In addition, the acquisition of the Los Angeles
and Orange County operations (the "California Acquired Companies") remain
subject to approval by the CPUC. If the CPUC fails to grant approval of these
acquisitions, the Company would be forced to restructure the acquisitions, if
possible, to avoid the requirement of CPUC approval, or to rescind them, either
of which would have a material adverse effect on the Company's pro forma results
of operations for the periods presented in this Prospectus and its business,
financial condition and results of operations for future periods. See "Risk
Factors--Absence of Combined Operating History; Need for Regulatory Approvals."

The net revenues and net income for the Company in fiscal 1997 and 1996
were approximately $33.4 million and $32.3 million and approximately $1.6
million and $40,000, respectively. On a pro forma basis, the Company's net
revenues and net income in fiscal 1997 and 1996 would have been approximately
$74.8 million and $69.5 million and approximately $2.3 million and $19,000,
respectively, after giving effect to the Acquisitions as if they had occurred on
October 1, 1996 and October 1, 1995, respectively. The pro forma net revenues
represent a 124% and 115% increase in net revenues in

21
<PAGE> 24

1997 and 1996, respectively, over actual net revenues for those periods. The pro
forma net income increased 44% in 1997 and decreased 53% in 1996 over actual net
income for such periods. On a pro forma basis, the Company's basic and diluted
net income per share in 1997 decreased by 28% and 19%, respectively. The Company
purchased the Acquired Companies in all stock transactions, resulting in the
issuance of shares of Common Stock equal to approximately 46% of the total
outstanding equity of the Company after giving effect to the issuance of such
shares.

The Company generates revenues from transportation services provided by its
shared ride businesses and other transportation services, including contracted
paratransit, bus and mini-bus services and its executive sedan services. In
addition, the Company receives revenues from fees paid by its franchise
operations which represented less than 3% of the Company's net revenues for all
periods presented. The Company collects its fares both on a flat rate fare basis
per individual passenger and, to a lesser extent, through contracted fees with
corporations, municipalities and other institutions. The amounts netted against
gross revenues to derive net revenues include refunds, discounts and other
allowances to customers which represent approximately one percent of revenues in
all periods presented.

The Company's direct cost of revenues consists of driver salaries and
benefits, fuel costs, airport fees, and vehicle depreciation and maintenance
costs. The Company's other operating expenses consist of personnel, dispatch,
reservations and vehicle insurance costs specific to each of its Company-owned
locations. The Company expects these costs to fluctuate in future periods due to
a number of factors, including an increase in depreciation costs as the Company
expands its fleet.

Selling, general and administrative expenses consist primarily of
compensation and related benefits for the Company's officers and administrative
personnel, marketing and promotional expenses, professional fees and rents. The
Company expects selling, general and administrative expenses to increase in
absolute dollars as the Company expands its operations, increases its marketing
efforts and incurs additional expenses associated with being a public company.

Deferred income tax assets consist primarily of net operating loss
carryforwards and the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. At September 30, 1997, the Company
had an approximately $2.5 million valuation allowance against its approximately
$2.8 million net deferred income tax assets. During the six months ended March
31, 1998, after considering recent operating results and the expected future
effect of the Acquired Companies, the Company determined that realization of its
deferred income tax assets was considered more likely than not. As a result, the
Company reversed the entire balance of the deferred tax valuation allowance
resulting in an income tax benefit of approximately $2.1 million during the six
months ended March 31, 1998. See Note 12 of Notes to Consolidated Financial
Statements.

The issuance of Common Stock on March 31, 1998, as consideration for the
Acquired Companies, resulted in a change in ownership, as defined under Section
382 of the Internal Revenue Code, as amended. Due to this change in ownership,
the Company is subject to an annual limitation of approximately $700,000 on the
use of the approximately $5.1 million of net operating losses accumulated
through March 31, 1998.

22
<PAGE> 25

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship of certain items from the Company's Consolidated Statement of
Income to net revenues. With respect to pro forma results of operations, see
Unaudited Pro Forma Combined Financial Statements and Notes thereto.

<TABLE>
<CAPTION>
PERCENTAGE OF NET REVENUES
-------------------------------------------------------
FISCAL YEAR ENDED SIX MONTHS ENDED
SEPTEMBER 30, MARCH 31,
------------------------------ ----------------------
1995 1996 1997 1997 1998
---- ---- -------------- ---- --------------
PRO PRO
ACTUAL FORMA ACTUAL FORMA
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues............................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Direct cost of revenues.................. 57.9 58.1 59.0 61.6 59.4 58.3 61.9
----- ----- ----- ----- ----- ----- -----
Gross profit............................. 42.1 41.9 41.0 38.4 40.6 41.7 38.1
Other operating expenses................. 24.2 22.5 22.9 20.2 24.2 21.7 18.4
Selling, general and administrative
expenses............................... 18.1 22.8 16.2 13.1 16.8 16.1 13.2
Unusual items............................ (2.6) (2.3) 0.0 0.0 0.0 0.0 0.0
Amortization of goodwill................. 0.0 0.0 0.0 0.6 0.0 0.0 0.6
----- ----- ----- ----- ----- ----- -----
Income (loss) from operations............ 2.4 (1.1) 1.9 4.5 (0.4) 3.9 5.9
Other income (expense)--net.............. 0.5 1.2 1.7 (0.9) 4.3 .9 (1.2)
----- ----- ----- ----- ----- ----- -----
Income before income taxes............... 2.9 0.1 3.6 3.6 3.9 4.8 4.7
Income tax (provision) benefit........... 0.0 0.0 1.1 (0.6) 0.0 12.7 4.2
----- ----- ----- ----- ----- ----- -----
Net income............................... 2.9 0.1 4.7 3.0 3.9 17.5 8.9
Less preferred stock accretion........... 0.0 (0.3) (0.2) (0.1) (0.2) (0.2) (0.1)
----- ----- ----- ----- ----- ----- -----
Net income (loss) attributable to common
stockholders........................... 2.9% (0.2)% 4.5% 2.9% 3.7% 17.3% 8.8%
===== ===== ===== ===== ===== ===== =====
</TABLE>

COMPARISON OF SIX MONTHS ENDED MARCH 31, 1997 AND 1998

Net revenues. Net revenues increased from approximately $16.3 million in
the first six months of fiscal 1997 to approximately $16.5 million in the first
six months of fiscal 1998 as a result of an increase in passenger volume at
existing operations.

Gross margin. Gross margin increased from 40.6% in the first six months of
fiscal 1997 to 41.7% in the first six months of fiscal 1998. The increase was
due primarily to lower fuel costs and maintenance costs in fiscal 1998.

Other operating expenses. Other operating expenses decreased from
approximately $3.9 million for the first six months of fiscal 1997 to
approximately $3.6 million in 1998. Other operating expenses decreased as a
percentage of net revenues from 24.2% in the first six months of fiscal 1997 to
21.7% in the first six months of fiscal 1998. The decrease in other operating
expenses as a percentage of net revenues was due primarily to reductions in
costs related to REZ Central and operations expense in fiscal 1998.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased 3.4% from approximately $2.7 million in the
first six months of fiscal 1997 to approximately $2.6 million in the first six
months of fiscal 1998, but decreased as a percentage of net revenues from 16.8%
in the first six months of fiscal 1997 to 16.1% in the first six months of
fiscal 1998. The decrease in selling, general and administrative expenses as a
percentage of net revenues was due primarily to the reductions in sales and
marketing expenses in 1998. The Company expects selling, general and

23
<PAGE> 26

administrative expenses to increase in absolute dollars as the Company expands
its operations, increases its marketing efforts and incurs additional expenses
associated with being a public company.

Other income (expense)--net. Other income, net decreased from
approximately $702,000 in the first six months of fiscal 1997 to approximately
$155,000 in the first six months of fiscal 1998. This decrease was due primarily
to the recognition of a deferred gain in fiscal 1997 related to the 1994 sale of
the Company's Orange County operation, offset in part by the sale of a radio
frequency, a decrease in interest expense and a loss from an unconsolidated
affiliate in fiscal 1998. As a result of the sale of the Orange County
operation, the Company recorded a deferred gain of approximately $989,000 in
1994 that was recognized on the installment method over five years. During
fiscal 1996, approximately $237,000 of the deferred gain was recognized as other
income. During fiscal 1997, the Company determined that collectibility of the
remaining note receivable balance was reasonably assured and therefore
recognized as income the remaining deferred gain balance of approximately
$717,000. See Note 9 of Notes to Consolidated Financial Statements.

Income tax (provision) benefits. The Company recorded an approximately
$2.1 million income tax benefit during the six months ended March 31, 1998, as a
result of reversing its deferred income tax valuation allowance. The Company did
not record any income tax expense during the six months ended March 31, 1997,
due to the utilization of net operating loss carryforwards. See Note 11 of Notes
to Consolidated Financial Statements.

Minority interest. Minority interest relates to the 50% equity interest in
the Baltimore franchise operation not currently owned by the Company. The
Company recorded approximately $98,000 in losses in the first six months of
fiscal 1998 related to the minority interest.

COMPARISON OF YEARS ENDED SEPTEMBER 30, 1996 AND 1997

Net revenues. Net revenues increased 3.4% from approximately $32.3 million
in fiscal 1996 to approximately $33.4 million in fiscal 1997. The increase in
net revenues was due primarily to growth in passenger volume in van services
and, to a lesser extent, an increase in other transportation services, including
contracted mini-bus and bus services and ExecuCar sedan services.

Gross margin. Gross margin decreased from 41.9% in fiscal 1996 to 41.0% in
fiscal 1997, due primarily to increases in driver related expenses and fuel
costs.

Other operating expenses. Other operating expenses increased 5.3% from
approximately $7.3 million in fiscal 1996 to approximately $7.7 million in
fiscal 1997. The increase was due primarily to increases in costs related to REZ
Central in fiscal 1997, offset in part by reductions in operations personnel.
Other operating expenses as a percentage of net revenues increased slightly from
22.5% in fiscal 1996 to 22.9% in fiscal 1997.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased 26.4% from approximately $7.4 million in
fiscal 1996 to approximately $5.4 million in fiscal 1997 and decreased as a
percentage of net revenues from 22.8% in fiscal 1996 to 16.2% in fiscal 1997.
The decrease in selling, general and administrative expenses was due primarily
to higher costs in fiscal 1996 associated with the development of the Company's
REZ Central and DDS systems and, to a lesser extent, severance and other related
costs pertaining to changes in management and in the Company's accounting
department.

Unusual items. In fiscal 1996, the Company recognized a one-time gain of
approximately $745,000 attributable to the reversal of a portion of a $1.3
million accrual established in fiscal 1993 for certain claims made against the
Company. During fiscal 1996, the accrual was reduced to the amount of the legal
settlements made by the Company during that year. See Note 6 of Notes to
Consolidated Financial Statements.

Other income (expense)--net. Other income, net increased from
approximately $403,000 in fiscal 1996 to approximately $589,000 in fiscal 1997
due primarily to an increase in the recognition of a

24
<PAGE> 27

deferred gain, offset partially by a decrease in interest and other income. The
deferred gain is associated with the sale of the Orange County operation in June
1994. See Note 9 of Notes to Consolidated Financial Statements.

Income tax (provision) benefit. The Company recorded an income tax benefit
of approximately $353,000 in fiscal 1997, which was primarily due to the
establishment of a deferred tax asset. During fiscal 1997 and fiscal 1996, the
Company did not have any other income tax expense due to utilization of net
operating loss carryforwards.

COMPARISON OF YEARS ENDED SEPTEMBER 30, 1995 AND 1996

Net revenues. Net revenues increased 11.9% from approximately $28.9
million in fiscal 1995 to approximately $32.3 million in fiscal 1996. The
increase was attributable to the addition of the Company's Sacramento start-up
operation in fiscal 1996 and, to a lesser extent, an increase in passenger
volume at existing Company-owned operations.

Gross margin. Gross margin decreased slightly from 42.1% in fiscal 1995 to
41.9% in fiscal 1996.

Other operating expenses. Other operating expenses increased 4.4% from
approximately $7.0 million in fiscal 1995 to approximately $7.3 million in
fiscal 1996, but decreased as a percentage of net revenues from 24.2% in fiscal
1995 to 22.5% in fiscal 1996. The decrease in other operating expenses as a
percentage of net revenues was due primarily to the fact that a significant
portion of these expenses are fixed and, as a result, increased at a slower rate
than net revenues.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 40.5% from approximately $5.2 million in
fiscal 1995 to approximately $7.4 million in fiscal 1996 and increased as a
percentage of net revenues from 18.1% in fiscal 1995 to 22.8% in fiscal 1996.
These increases were due primarily to higher costs in fiscal 1996 associated
with the development of the REZ Central and DDS systems and, to a lesser extent,
severance and other related costs pertaining to changes in management and in the
Company's accounting department.

Other income (expense)--net. Other income, net increased from
approximately $162,000 in fiscal 1995 to approximately $403,000 in fiscal 1996
due primarily to the recognition of a portion of the deferred gain associated
with the sale of the Company's Orange County operation.

Income tax (provision) benefit. The Company recorded income tax provisions
of $7,000 in both fiscal 1995 and 1996 for alternative minimum income taxes. The
Company did not have any other income tax expense during fiscal 1995 and 1996
due to utilization of net operating loss carryforwards.

25
<PAGE> 28

SELECTED QUARTERLY RESULTS OF OPERATIONS

The following table sets forth selected unaudited quarterly consolidated
operating data for the six quarters ended March 31, 1998. This data has been
derived from unaudited financial statements that, in the opinion of management,
include all adjustments (consisting only of normal recurring adjustments)
necessary for the fair presentation of such information when read in conjunction
with the Company's Consolidated Financial Statements and the Notes thereto. The
operating results for any quarter are not necessarily indicative of the
operating results for any future period.

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------
DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1996 1997 1997 1997 1997 1998
-------- -------- -------- --------- -------- --------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net revenues............................. $ 8,309 $ 8,011 $ 8,395 $ 8,683 $ 8,576 $ 7,882
Direct cost of revenues.................. 4,867 4,831 4,805 5,191 4,899 4,698
------- ------- ------- ------- ------- -------
Gross profit............................. 3,442 3,180 3,590 3,492 3,677 3,184
Other operating expenses................. 2,006 1,940 1,856 1,862 1,845 1,729
Selling, general and administrative
expenses............................... 1,519 1,223 1,257 1,422 1,304 1,345
------- ------- ------- ------- ------- -------
Income (loss) from operations............ (83) 17 477 208 528 110
Other income (expense)--net.............. 32 669 166 (278) 18 137
------- ------- ------- ------- ------- -------
Income (loss) before income taxes........ (51) 686 643 (70) 546 247
Income tax (provision) benefit........... -- -- -- 353 90 1,997
------- ------- ------- ------- ------- -------
Net income (loss)........................ (51) 686 643 283 636 2,244
Less preferred stock accretion........... (17) (18) (17) (18) (17) (18)
------- ------- ------- ------- ------- -------
Net income (loss) to common
stockholders........................... $ (68) $ 668 $ 626 $ 265 $ 619 $ 2,226
======= ======= ======= ======= ======= =======
Net income (loss) per share:
Basic(1)............................... $ (0.02) $ 0.24 $ 0.23 $ 0.09 $ 0.22 $ 0.81
======= ======= ======= ======= ======= =======
Diluted(1)............................. $ (0.02) $ 0.19 $ 0.18 $ 0.07 $ 0.18 $ 0.63
======= ======= ======= ======= ======= =======
Shares used in calculation of net income
(loss) per share:
Basic(1)............................... 2,732 2,761 2,761 2,761 2,761 2,761
Diluted(1)............................. 2,828 3,519 3,519 3,519 3,519 3,519
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE OF NET REVENUES
--------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Direct cost of revenues.................... 58.6 60.3 57.2 59.8 57.1 59.6
----- ----- ----- ----- ----- -----
Gross profit............................... 41.4 39.7 42.8 40.2 42.9 40.4
Other operating expenses................... 24.1 24.2 22.1 21.4 21.5 21.9
Selling, general and administrative
expenses................................. 18.3 15.3 15.0 16.4 15.2 17.1
----- ----- ----- ----- ----- -----
Income (loss) from operations.............. (1.0) 0.2 5.7 2.4 6.2 1.4
Other income (expense)--net................ 0.4 8.4 2.0 (3.2) 0.2 1.7
----- ----- ----- ----- ----- -----
Income (loss) before income taxes.......... (0.6) 8.6 7.7 (0.8) 6.4 3.1
Income tax (provision) benefit............. 0.0 0.0 0.0 4.1 1.0 25.3
----- ----- ----- ----- ----- -----
Net income (loss).......................... (0.6) 8.6 7.7 3.3 7.4 28.4
Less preferred stock accretion............. (0.2) (0.2) (0.2) (0.2) (0.2) (0.2)
----- ----- ----- ----- ----- -----
Net income (loss) to common stockholders... (0.8)% 8.4% 7.5% 3.1% 7.2% 28.2%
===== ===== ===== ===== ===== =====
</TABLE>

- ------------------------------
(1) See Note 1 to Notes to Consolidated Financial Statements for a description
of the calculation of basic and diluted net income per share.

26
<PAGE> 29

The Company has experienced and expects to continue to experience
seasonality in its business, reflecting seasonal fluctuations in the travel
industry. Demand for the Company's services is typically lower in the Company's
second fiscal quarter, which ends in March, due to a decline in travel and
tourism during that period. Seasonality in the travel industry is likely to
cause quarterly fluctuations in the Company's operating results and could have a
material adverse effect on the Company's business, financial condition and
results of operations. Since a significant portion of the Company's expenses are
fixed, a decrease in demand has a disproportionate impact on the Company's net
income.

The Company's estimates of future expense levels are based primarily on
management's estimates of future demand including projections for both existing
and new operations. Future demand for new operations, whether acquisitions or
start-ups, is difficult to forecast since the Company has not operated in those
markets or managed such operations in the past. In addition, since expense
levels are fixed to a large extent, the Company may be unable or unwilling to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in revenues would likely have
an immediate material adverse effect on the Company's business, financial
condition and results of operations. Further, the Company currently intends to
substantially increase its operating expenses to fund increased sales and
marketing in new and existing markets and to continue to develop and upgrade its
operating systems. In addition, in the event the Company acquires additional
operations, the Company's operating expenses would likely be substantially
increased. To the extent such expenses precede or are not followed by increased
revenues, the Company's operating results could be materially adversely
affected. Further, the Company is required to expense substantially all costs
associated with start-up operations, which could materially adversely affect the
Company's quarterly operating results.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations primarily through
the private placement of equity securities, lease financing and cash flow from
operating activities. As of March 31, 1998, the Company had cash and cash
equivalents of approximately $2.9 million, including $641,000 of restricted
cash.

Net cash provided by operating activities in fiscal 1995 was approximately
$988,000, consisting primarily of net income, depreciation and amortization and
increases in accounts payable, offset primarily by increases in accounts
receivable and prepaid expenses. Net cash used in operating activities in fiscal
1996 was approximately $363,000, consisting primarily of decreases in accrued
liabilities and in accounts payable, offset in part by net income, depreciation
and amortization and an increase in other receivables. Net cash provided by
operating activities in fiscal 1997 was approximately $694,000, consisting
primarily of net income, depreciation and amortization, offset in part by
decreases in accrued liabilities and a recognition of deferred gain on the sale
of the Orange County operation. Net cash provided by operating activities in the
first six months of fiscal 1998 was $495,000, consisting primarily of net
income, depreciation and amortization, offset in part by various decreases in

27
<PAGE> 30

working capital and a gain on the sale of a radio frequency and the recognition
of an income tax benefit due to the elimination of the valuation allowance in
the amount of $2.1 million.

Net cash used by investing activities in fiscal 1995 was approximately $4.1
million, consisting primarily of purchases of vehicles. Net cash used by
investing activities in fiscal 1996 was approximately $609,000, consisting
primarily of purchases of vehicles, offset in part by collection of notes
receivable in connection with the 1994 sale of the Company's Orange County and
Los Angeles operations. Net cash provided by investing activities in fiscal 1997
and the first six months of fiscal 1998 was approximately $641,000 and
$1,071,000, respectively, consisting primarily of collection of notes receivable
in connection with the 1994 sale of the Company's Orange County and Los Angeles
operations, which was substantially offset by vehicle purchases.

Net cash provided by financing activities in fiscal 1995 was approximately
$4.9 million, consisting primarily of proceeds from borrowings of long term debt
and net proceeds from the sale of Series B Convertible Preferred Stock, offset
in part by principal payments on long-term debt and capital leases. Net cash
used by financing activities in fiscal 1996 was approximately $149,000,
consisting primarily of principal payments on long-term debt and capital leases,
substantially offset by proceeds from sales of Common Stock and proceeds from
borrowings of long-term debt. Net cash used in financing activities in fiscal
1997 and the first six months of fiscal 1998 were approximately $2.0 million and
$1.4 million, respectively, and consisted primarily of payments on long-term
debt, offset in part by proceeds from long-term debt.

The Company owns an approximately 15% equity interest in its Washington,
D.C. franchisee, Washington Shuttle, Inc. ("Washington Shuttle"). The Company
has unconditionally guaranteed indebtedness of Washington Shuttle owed to First
Union National Bank of Virginia ("First Union"). As of March 31, 1998,
Washington Shuttle was indebteded to First Union in the aggregate amount of
approximately $986,000.

On September 1, 1997, the Company acquired a 50% equity interest in Shuttle
Express, Inc., a Baltimore-based SuperShuttle franchise. As consideration, the
Company agreed to assume management of daily operations, contribute capital on
an as needed basis in amounts not to exceed an aggregate of $700,000 and assume
the outstanding indebtedness on vehicles of $134,000. In addition, the Company
agreed to pay the minority shareholder consideration of $175,000 in the event
that the Maryland Aviation Administration awards a new contract upon expiration
of the current contract on December 31, 2002. As of March 31, 1998, the Company
has contributed approximately $200,000 in capital to this operation in
accordance with the terms of the agreement.

In March of 1998, the Company entered into a Credit Agreement with Imperial
Bank of Arizona which provides for a $1.2 million revolving line of credit to be
used for acquisitions and working capital. The Credit Agreement expires and the
amounts outstanding thereunder are due on March 16, 1999. The credit facility is
secured by the Company's note receivables, trade receivables and other unsecured
assets. The credit facility requires the Company to meet certain covenants,
including minimum current, net worth and cash flow ratios, as well as a minimum
debt to equity ratio. Loans made under the line bear interest at the bank's
prime lending rate plus one percent (9.5% as of March 31, 1998). As of March 31,
1998, the Company has no borrowings outstanding under the credit facility. In
the event the Credit Agreement is not renewed, the Company intends to finance
operations through cash flow from operations, obtaining a replacement credit
facility from an alternative lender, the sale of additional equity or
convertible debt securities, or a combination of the foregoing. There can be no
assurance that financing will be available in sufficient amounts or on terms
acceptable to the Company.

Since September 30, 1997, the Company has established additional vehicle
and equipment lease lines. The Company established an $800,000 equipment
financing line to finance its digital dispatch systems in Phoenix, San Francisco
and Dallas. This line includes 48 monthly lease payments which bear interest at
approximately 8% per annum. The Company also has numerous financing arrangements
aggregating approximately $2.9 million with lease finance companies to finance
its vehicles. The
28
<PAGE> 31

Company typically finances its vans for 36 months under financing arrangements
which bear interest at annual interest rates which vary between 8 to 18%. In
fiscal 1997 and for the first six months of 1998 the Company established new van
financing arrangements which bear interest at approximately 9% per annum. Future
principal payments are approximately $1.1 million for the remainder of fiscal
1998, approximately $1.3 million in fiscal 1999, and approximately $600,000 in
fiscal 2000.

The Company has approximately $5.1 million net operating loss carryforwards
available for federal income tax purposes. The Company has an annual limitation
for the use of these loss carryforwards of approximately $700,000.

The Company anticipates that capital expenditures for the remainder of
fiscal 1998 and fiscal 1999 will be approximately $2.0 million and approximately
$8.0 million, respectively, relating primarily to the purchase of vehicles and
digital dispatch systems. The Company's capital expenditure and working capital
requirements in the foreseeable future will change depending on the rate of the
Company's expansion, the Company's operating results and other adjustments in
its operating plan as needed in response to competition, acquisition
opportunities or unexpected events. The Company believes that the net proceeds
from this offering, together with available borrowings, its current cash and
cash equivalents and cash flow from operations, will be sufficient to meet its
anticipated cash needs for working capital, capital expenditures and required
principal payments of debt through fiscal 1999. If the Company is unable to meet
its liquidity requirements or if the Company's liquidity requirements increase
as a result of acquisitions, start-up operations or otherwise, the Company may
require additional financing. The sale of additional equity or convertible debt
securities could result in additional dilution to the Company's stockholders.
There can be no assurance that financing will be available in sufficient amounts
or on terms acceptable to the Company, if at all. See "Risk Factors--Capital
Requirements; Availability of Financing" and "Use of Proceeds."

YEAR 2000 COMPLIANCE

The Company believes that its internal computer systems are Year 2000
compliant and does not anticipate that it will incur significant expenditures to
ensure that such systems will not have problems relating to date coding in the
year 2000 and beyond, however, there can be no assurance that such systems are
fully Year 2000 compliant. In addition, the failure of systems of third parties
on which the Company's systems and operations rely to be Year 2000 compliant
would have a material adverse effect on the Company's business, financial
condition and results of operations. See "Risk Factors--Year 2000 Compliance."

29
<PAGE> 32

BUSINESS

GENERAL

SuperShuttle is a leading provider of nationally-branded, door-to-door
airport shared ride services. SuperShuttle has Company-owned and franchise
operations in 15 cities serving 18 airports with a fleet of approximately 800
vans and, in 1997, provided shared ride services through these operations to
over seven million passengers. SuperShuttle offers consumers a reliable, safe,
convenient and economical nationally branded transportation alternative to
generally more expensive airport parking and taxi services and less convenient
mass transportation services. The Company's shared ride service is offered
exclusively under the SuperShuttle brand, using the Company's distinctive
trademarked bright blue and yellow vans, centralized reservation system,
1-800-BLUE-VAN telephone number and "no more than three stops" policy. This
shared ride service operates by picking up passengers from their homes, hotels
or offices within a guaranteed 15 minute pickup window. Through the Company's
centralized reservation and dispatch systems, the Company efficiently groups
passengers together by neighborhood thereby providing consumers with a
convenient and economical airport transportation alternative. From airport
curbside locations, passengers can take SuperShuttle's shared ride service to
their home, office or hotel without an advance reservation.

Since 1994, the Company has invested significant financial and management
resources in developing its proprietary information and management systems with
the goal of expanding its services nationally. The Company believes that these
systems, along with its established relationships with many major airports and
municipalities and its employee training programs, provide SuperShuttle with a
strong platform to enter new service areas throughout the United States through
both acquisition and start-up operations. Toward this goal, in March 1998 the
Company acquired its three largest franchises in Los Angeles, Orange County and
Miami, as well as related operations in southern Florida. The aggregate
consideration paid by the Company for the acquisition of the Los Angeles, Orange
County and Miami operations, and related southern Florida operations, was
approximately $4.6 million, $6.0 million, $6.3 million and $2.7 million,
respectively. The combined annual revenue for these operations in fiscal 1997
was approximately $41.4 million, increasing the Company's fiscal 1997 pro forma
revenue to approximately $74.8 million. Additionally, the Company and its Long
Island franchisee recently were awarded two of four shared ride service
contracts by the Port Authority of New York and New Jersey to service the
borough of Manhattan and Long Island from the three major New York City area
airports. The Company launched its service in May 1998 and its Long Island
franchise commenced operations in June 1998.

The Company intends to further leverage its ground transportation
expertise, its reputation for customer service and reliability and its
proprietary systems to seek to establish a leadership position in other segments
of the ground transportation market. Currently, the Company provides shuttle
services for large corporations and paratransit services for municipalities and
subcontracts with larger bus operators to arrange charter services. Paratransit
services consist of transportation services for disabled persons typically
provided through contracts with local authorities in accordance with the
Americans with Disabilities Act ("ADA"). The Company also provides executive
sedan service exclusively under the ExecuCar brand in the Phoenix, Los Angeles,
Dallas, Miami and Burbank markets.

INDUSTRY OVERVIEW

The travel industry is large and projected to grow. The Travel Industry
Association of America projects that U.S. travel expenditures will increase from
$453 billion in 1996 to over $600 billion by the year 2000. In addition, the
Federal Aviation Administration projects that the number of airline passengers
will increase from approximately 578 million in 1995 to approximately 928
million in 2007. The total potential market for airport ground transportation
services consists of passengers originating or terminating their travel at U.S.
airports. According to statistics provided to Data Base Products, a data service
company, by the U.S. Department of Transportation, the number of such passengers
in the top 150 U.S. airports based on passenger volume was approximately 713
million for the twelve month period ended June 1997.

30
<PAGE> 33

With the number of airline passengers growing each year, travelers are
increasingly challenged by traffic congestion, limited parking facilities and
expensive parking and taxi rates. Many of these travelers are looking for safe
and economical transportation services to and from the airport. Airport
authorities are also faced with many of the same problems that face travelers as
they seek to accommodate more travelers, improve transportation options and
respond to increasing environmental concerns and regulatory requirements. The
Company believes that the primary reason these problems have not been adequately
addressed is due to the highly fragmented nature of the airport ground
transportation industry, which consists of a large number of local companies
providing a variety of transportation services, including chauffeured vehicles,
buses, vans, taxis and sedan services. As a result, the quality, price and
consistency of airport ground transportation services and, in particular, shared
ride services, vary significantly by market. Furthermore, unlike the airline and
car rental industries which offer consumers the choice of a number of
nationally-branded service providers, the Company believes there are few, if
any, national providers of shared ride ground transportation services.

THE SUPERSHUTTLE SOLUTION

The Company believes it has created the only national brand in shared ride
airport ground transportation, serving the growing needs of travelers and
airports for reliable, safe, convenient and economical airport ground
transportation services. The Company offers consumers door-to-door, shared ride
transportation service, which picks up passengers from their homes, hotels or
offices within a guaranteed 15 minute window. Through the Company's centralized
reservation and dispatch systems, the Company efficiently groups passengers
together by neighborhood, thereby providing consumers with a convenient and
economical airport transportation alternative. From airport curbside locations,
passengers can use SuperShuttle's shared ride service without an advance
reservation. For passengers, this service provides a reliable ground
transportation alternative to generally more expensive airport parking and taxi
services and less convenient mass transportation services. For airports, the
Company offers an experienced, nationally-branded ground transportation
alternative, which addresses passenger traffic, environmental and regulatory
issues and provides high quality customer service.

GROWTH STRATEGY

The Company's goal is to become the leading provider of nationally branded,
door-to-door ground transportation services in the United States. The Company is
seeking to achieve this objective through the following key strategies.

Increase SuperShuttle Brand Recognition. The Company is seeking to
increase SuperShuttle brand recognition on a nationwide basis. The Company is
building its national brand identity through its distinctive trademarked bright
blue and yellow vans, centralized reservation system, 1-800-BLUE-VAN telephone
number and "no more than three stops" policy. The Company believes that its
brand name and consistent nationwide service are important to airline passengers
as they travel from airport to airport. To date, the Company has engaged in
minimal advertising and has relied on its airport curbside presence and
word-of-mouth customer referrals to build brand recognition. Going forward, the
Company plans to employ targeted advertising in electronic and print media,
direct mail campaigns and partnership programs with airlines and travel agencies
to build customer awareness and loyalty.

Leverage Operating Systems. Since 1994, the Company has invested over $2.0
million and significant management time and resources in developing its
proprietary integrated operating systems as a platform to support growth and
nationwide expansion. The Company believes that its centralized reservation
system, REZ Central, its state of the art digital dispatch system ("DDS"), and
its integrated operating systems enable it to improve vehicle and driver
utilization and provide a high level of customer service throughout the
Company's transportation system. The Company's operating systems are highly
scalable and designed to cost-effectively support the addition of new markets.
The Company intends to continue to invest in upgrading and improving its
operating systems.

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<PAGE> 34

Enter New Geographic Markets. The Company's target markets include the top
60 U.S. airports based on passenger volume. The Company intends to expand its
shared ride services into new geographic markets through acquisitions of leading
regional ground transportation service providers, including SuperShuttle
franchisees or through start-up operations. The Company began to implement its
acquisition strategy in March 1998 with the acquisition of its three largest
franchises in Los Angeles, Orange County and Miami, and related operations in
southern Florida. In addition, the Company and its Long Island franchisee were
recently awarded two of four shared ride service contracts by the Port Authority
of New York and New Jersey to service the borough of Manhattan and Long Island
from the three major New York City area airports. The Company launched its
service in May 1998 and its Long Island franchise commenced operations in June
1998.

Expand Transportation Services. SuperShuttle plans to leverage its ground
transportation expertise, its reputation for service and reliability and its
proprietary operating systems to seek to establish a leadership position in
other segments of the ground transportation industry. The Company's other
transportation services include paratransit and shuttle services for large
corporations and municipalities, charter arrangement services for groups through
subcontracts with bus operators and an executive sedan service. The Company
believes that there are significant opportunities to capitalize on the trend
toward the outsourcing of ancillary transportation services by organizations
such as hotels, car rental companies, corporations, universities and state and
local governments. The Company intends to expand into these additional market
segments primarily through acquiring complementary passenger ground
transportation service providers that can be easily integrated into the
Company's operations and can enhance operating efficiencies within existing
geographic markets.

Provide Superior Customer Service. The Company is committed to providing a
high level of customer service. The Company believes the use of employee drivers
versus independent drivers allows it to better control and improve the quality
of its services through both driver training and customer service programs.
Furthermore, the Company believes its centralized reservation system and trained
customer service representatives enhance its ability to provide consistent
service throughout its operations. The Company's operating systems enable it to
monitor performance, including on-time pickup, provide efficient routing and
also communicate with drivers in the field. The Company believes that the
combination of these factors are critical to its ability to maintain a
consistently high level of customer service and satisfaction and build customer
loyalty.

SUPERSHUTTLE SERVICES

In 1997, the Company, through Company-owned and franchise operations,
provided shared ride services to over seven million passengers, with
approximately 70% traveling to or from homes or offices and approximately 30%
traveling to or from hotels. The Company also provides paratransit, contracted
and executive sedan services.

Blue Van Service. The Company provides shared ride ground transportation
services to, from and between 18 airports. Passengers can reserve SuperShuttle's
services to the airport by calling the Company's centralized reservation system
at 1-800-BLUE-VAN or through local telephone numbers. The customer service agent
inputs the passenger's flight time and location information into the reservation
system and provides the customer with a pick-up time within a 15-minute window
on the scheduled departure date. Although vans seat up to seven people, each van
is routed so that passengers are generally assured no more than three stops per
trip. The Company's DDS allows SuperShuttle drivers who are running behind
schedule to input data into an onboard terminal while enroute to a customer's
residence, which automatically calls to alert the passenger that the van is
within minutes of arriving. In addition, the Company utilizes global positioning
satellite ("GPS") technology which allows dispatchers to locate a passenger's
address and dispatch the nearest van. The DDS is currently operational in the
Company's Phoenix, San Francisco, Los Angeles and Orange County locations, and
the Company plans to implement this system in Dallas before the end of fiscal
1998. Passengers seeking a ride from the airport can find SuperShuttle's
designated airport booth or curb-side location. Passengers have the option of
paying with cash or by credit card. The fare for each passenger is a fixed

32
<PAGE> 35

fee which is based upon the passenger's destination. The Company believes that
its fares are generally priced lower than those charged by taxis or limousine
services.

SuperShuttle Locations. SuperShuttle currently operates through locations
in 15 cities serving 18 airports, including 10 of the top 20 U.S. airports based
on passenger volume, according to DOT statistics. SuperShuttle services are
provided through nine Company-owned operations and six SuperShuttle franchises.
Each location has a general manager who is responsible for the local operation
and has an operations center staffed by customer service personnel, fleet
managers and dispatchers. All of the Company's services are operated with a
dedicated fleet of vans and drivers. The Company's franchises are operated under
franchise agreements which grant the franchisees the exclusive right to operate
a SuperShuttle business in a designated geographic area for a stated term,
typically ten years with three five year renewal periods. The following table
sets forth a summary as of May 31, 1998, of SuperShuttle's Company-owned and
franchise operations.

SUPERSHUTTLE LOCATIONS

<TABLE>
<CAPTION>
DATE
LOCATION OPENED VANS
-------- ------ ----
<S> <C> <C>
COMPANY-OWNED
Baltimore(1)........................................ January 1995 37
Dallas/Ft. Worth.................................... July 1987 81
Los Angeles(2)...................................... October 1983 93
Miami(2)............................................ December 1988 90
Orange County(2).................................... June 1994 78
New York............................................ May 1998 40
Phoenix............................................. August 1986 74
Sacramento.......................................... October 1995 29
San Francisco....................................... August 1985 94
---
Total....................................... 616
FRANCHISES
Burbank (San Fernando Valley)....................... September 1993 32
Denver.............................................. May 1996 36
Long Island......................................... June 1998 25
Ontario (San Gabriel Valley)........................ September 1993 34
Philadelphia........................................ April 1994 22
Washington, D.C.(3)................................. February 1997 63
---
Total....................................... 212
</TABLE>

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

(1) The Company owns a 50% equity interest in this operation, operates it
pursuant to a management agreement and has an option to purchase the
remaining 50% equity interest therein. The Company's investment in the
Baltimore operation is being accounted for under the equity method.

(2) These operations were acquired in March 1998 and were previously franchises.

(3) The Company owns an approximately 15% equity interest in this operation and
has a right of first refusal with respect to the sale thereof.

Other Transportation Services. The Company currently provides
transportation services for large corporations and municipalities, including
shuttle and paratransit services, charter services for groups through
subcontracts with large bus operators and an executive sedan service. In March
1998, the Company acquired a paratransit business in southern Florida with 1997
revenues of approximately $11.7 million. Paratransit services are provided for
disabled persons pursuant to contracts with local transit authorities in
compliance with the ADA. See "Risk Factors--Dependence on Airport and Government
Contracts." The Company's executive sedan service is offered exclusively under
the

33
<PAGE> 36

ExecuCar brand and currently operates in five cities (Phoenix, Los Angeles,
Dallas, Miami and Burbank) through a fleet of approximately 100 cars owned
primarily by independent contractors. ExecuCar is an exclusive ride sedan
service providing individual customers door-to-door service with a high level of
comfort and service similar to a limousine. Fares for the ExecuCar service are
flat rates based on destination and are generally less expensive than the
Company's sedan competitors.

INTEGRATED OPERATING SYSTEMS

The core of the Company's operations is its proprietary integrated
operating systems. Over the past four years, the Company has made a substantial
investment of money and management time in the development of its centralized
reservation, digital dispatch, scheduling and cashiering information systems.
These systems allow the Company to provide a consistently high level of service
to its passengers nationally and helps the Company to differentiate its service
from other passenger ground transportation services. SuperShuttle's technology
utilizes highly integrated, scalable software applications which are designed to
cost-effectively support the Company's expanding operations. The Company's
systems also allow it to gather data to generate detailed management reports and
to assist in marketing decisions. The primary components of the Company's
systems are described below.

National Reservation System. The hub of the Company's operations is REZ
Central, the Company's centralized reservation system. REZ Central utilizes
client/server architecture and proprietary software which allow real time input
into a national network linking the Company's operations. REZ Central is
operated on a 24-hour, year round basis by SuperShuttle's central reservation
department located at the Company's corporate headquarters in Phoenix, Arizona.
The central reservation department receives reservations through the Company's
1-800-BLUE-VAN telephone number as well as through various local numbers. Call
volume has grown since inception to an average of approximately 7,000 calls per
day over the twelve months ended March 31, 1998. As of March 31, 1998, the
central reservation department in Phoenix employed approximately 100 customer
service agents and occupies space in the Company's corporate offices.

REZ Central provides SuperShuttle with a number of competitive advantages,
including the ability to: (i) provide customers with a convenient means of
booking reservations on a SuperShuttle van in most of the cities it serves and
ensure consistency in service; (ii) avoid the expense of installing additional
reservation centers as the Company opens new locations; and (iii) cross-sell
SuperShuttle's services in the other cities in which the Company operates. REZ
Central also provides reporting and control systems which verify all
reservations for complete customer information and are able to track
reservations which allows more accurate and detailed analyses. The Company
believes that in the future it will be able to use this customer information to
assist in the development of its marketing strategies and plans.

Digital Dispatch System. Another key component of the Company's integrated
information systems is the DDS. The DDS is a highly sophisticated dispatching
software program, which provides real time information and communications on van
pick-ups and drop-offs, locations and revenue and passenger information. The DDS
is currently operational in the Company's Phoenix and San Francisco operations
and will be phased in at certain other Company-owned locations. The DDS
interfaces with REZ Central to determine van availability and assist in
scheduling. The DDS utilizes GPS technology to manage van movement and passenger
routing, thereby enabling the Company to increase van and driver utilization and
reduce passenger waiting times. If necessary, dispatchers have the ability to
reroute vans equipped with the DDS while in the field, thereby increasing asset
utilization. The Company licenses the software for the DDS system from a third
party and depends on this third party to maintain, upgrade and otherwise enhance
this software.

Cashiering System. The Company's electronic cashiering system is an
integrated system which automates the processing of payroll and production of
selected financial and managerial reports. Vehicles are equipped with a mobile
data terminal allowing drivers to communicate electronically with the Company's
operations center. Drivers are required to input certain items of information
into the

34
<PAGE> 37

data terminal, including passenger information and cash received. The cashiering
system is integrated with the Company's dispatch system, which enables the
Company to verify the accuracy of information and audit drivers.

Any disruption in the operation of any of these systems, the loss of
employees knowledgeable about such systems or the Company's failure to continue
to effectively update or modify such systems as its business expands could have
a material adverse effect on the Company's business, financial condition and
results of operations. See "Risk Factors--Dependence on Operating Systems."

DRIVERS AND EQUIPMENT

Other key components of the Company's operations include its van drivers
and driver training programs, vehicles and maintenance operations, and quality
assurance programs.

Drivers. As of April 15, 1998, the Company and its franchisees employed
approximately 1,750 van drivers, all of whom are compensated on a straight
commission basis which the Company believes provides a significant incentive for
drivers to increase their productivity. Because the Company's van drivers are
employees versus independent contractors, as is the case with many of the
Company's competitors, the Company is better able to control critical aspects of
its services, including service standards, the physical appearance of drivers
and van cleanliness. Drivers are required to have significant driving
experience, complete a comprehensive one-week training course, pass medical
exams and undergo background checks and routine drug testing. The Company's
training program focuses on customer service standards, defensive driving and
driver safety. The Company primarily uses independent operators for its ExecuCar
service. 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 on the vehicle. Historically, the Company has experienced
high turnover with respect to its employee drivers. There can be no assurance
that the Company will be able to maintain an adequate supply of drivers and
other personnel or that the Company's labor expenses will not increase as a
result of a shortage in supply of such workers. See "Risk Factors--Labor
Availability and Relations."

Vehicles. The Company and its franchises operate a fleet of approximately
800 vans and 30 mini-buses. The Company-owned fleet of vans has an average age
of 2.5 years. Vans typically have a useful operating life of four to five years.
Approximately 43% of the Company's vans operate on alternative fuel sources,
such as compressed natural gas and propane, which produce lower emissions than
gasoline. The Company expects that on average it will replace approximately 20%
of its vans annually. The Company typically leases its vans over a 36-month
period with the option to purchase the vans at the end of the lease term. The
Company's inability to acquire, or a material delay in acquiring the financing
necessary to acquire replacement vans as needed would have a material adverse
effect on the Company's business, results of operations and financial condition
due to higher operating costs associated with operating an aging fleet. See
"Risk Factors--Capital Requirements, Availability of Financing" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity."

Maintenance. The Company believes that maintaining the appearance of its
vans is important to its brand image. Vans are cleaned and exteriors washed
prior to each eight hour shift. Repairs and maintenance of the Company's fleet
are primarily performed at maintenance facilities operated by the Company. Each
of the Company's operating locations has a comprehensive preventative
maintenance program for its equipment to reduce equipment downtime and increase
equipment life. This program includes periodic safety checks when a vehicle
returns to the terminal, regular oil and filter changes, lubrication, cooling
system checks and wheel alignment on average every 4,000 miles, and more
extensive maintenance at specified intervals.

Fuel Prices and Availability. Currently, fuel is purchased under contracts
with a number of providers at prevailing market prices. The Company expects that
the aggregate volume of fuel purchased by the Company as a whole will create
improved negotiating leverage with fuel vendors and may result in lower fuel
prices. Fuel prices are subject to sudden increases as a result of variations in
35
<PAGE> 38

supply levels and demand. Any sustained increase in fuel prices, including the
price of alternative fuel sources, could adversely affect the Company's results
of operations. From time to time, there are efforts at the federal or state
level to increase fuel or highway use taxes, which, if enacted, also could
adversely affect the Company's results of operations. See "Risk Factors--Fuel
Prices and Availability."

Safety and Risk Management. The Company is dedicated to safe operations
and complies with the Federal Highway Administration ("FHWA") and comparable
state motor carrier safety rules, including rules concerning safe motor vehicle
equipment, driver qualifications and safe operation of vehicles. The Company
maintains drug and alcohol testing programs for its van drivers in conformity
with applicable regulatory and contractual requirements. The Company actively
monitors accidents and other incidents involving its vehicles, and takes
follow-up steps to reduce the risk of repeat occurrences. The Company has
implemented a number of safety programs designed to promote compliance with
rules and regulations and to reduce accidents and injury claims. These programs
include incentive programs for accident-free driving, driver safety meetings,
distribution of safety bulletins to drivers and participation in national safety
associations. See "Risk Factors--Insurance Costs; Risk of Personal Injury
Claims."

Quality Assurance. SuperShuttle carefully monitors service standards
through quality assurance and customer service programs in order to build
customer loyalty. The Company's quality assurance programs utilize mystery
riders as well as survey cards that are sent to customers and travel service
companies. SuperShuttle's quality assurance program also includes evaluations
performed by an independent consultant to measure the quality of transportation
services and the appearance of drivers and vehicles. A study commissioned by the
Company in June of 1997 indicated that approximately 83% of the respondents
rated the Company's services as "good" or "excellent."

MARKETING AND SALES

The Company's marketing efforts to date have been relatively limited,
focusing primarily on local advertising, such as yellow page and newspaper
advertisements, and partnership programs with airlines and travel agencies. The
Company has relied primarily on its curbside presence, its distinctive trade-
marked bright blue and yellow vans and word-of-mouth customer referrals to build
brand recognition of the "SuperShuttle" name. In the future, the Company has
plans for a national marketing program focused on individual consumers which the
Company believes accounts for approximately 70% of the Company's business. The
Company also intends to employ targeted advertising in electronic and print
media, direct mail campaigns and partnership programs with airlines and travel
agencies to build customer awareness and loyalty.

The Company's sales efforts include direct selling efforts to hotels, tour
wholesalers, corporations and, to a lesser extent, travel agencies, which
comprise approximately 30% of the Company's business. These sales efforts have
been undertaken by local sales forces which are responsible for developing these
relationships with municipalities and businesses. With the expansion of the
Company's operations nationally, the Company expects to leverage its local sales
efforts by developing relationships with national tour wholesalers and national
corporate accounts.

AIRPORT RELATIONS

The Company actively markets its services to airport authorities through
its participation in industry associations, trade shows and local transportation
boards. The Company also works with airport commissioners on a formal and
informal basis to assist them in developing ground transportation management
programs. An integral part of the Company's business expansion plans is its
ongoing participation in the RFP process of airport authorities and other
governmental agencies. All airports require ground transportation providers to
obtain some level of authority to operate from curbside or other central
locations. These airports grant such authority to operate by issuing permits or
licenses generally with three to five year terms. Many airports also confer
preferential operating authority to certain carriers. The bidding process for
such preferential authority is often conducted through the

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<PAGE> 39

formal RFP process. Since its inception in 1985, the Company has been a
successful bidder in nearly all of the RFPs in which it has participated. The
Company believes the number of airports and cities seeking to regulate the
number of ground passenger transportation providers is increasing. The airport
contracts typically give the service provider privileged status for the
provision of outbound transportation services, with either designated space
within the airport or at a specified curb location. The operating contracts
generally require the payment of fees to the airport authorities and the service
provider's compliance with certain criteria, such as the existence of a strong
professional management team and sufficient systems and infrastructure.

There can be no assurance the Company will, in the future, be a successful
bidder or that competitive service providers will not be awarded contracts at
certain airports to the exclusion of the Company. The failure of the Company to
be awarded contracts by additional airports may constrain the expansion of its
operations at certain airports. Furthermore, there can be no assurance that the
Company's existing or future contracts will be renewed or not otherwise
terminated or that airports will not award additional contracts to competitive
providers. Similarly, certain of the Company's services are also regulated at
the local municipality level. Certain municipalities or airports may impose
significant usage fees applicable to the Company's services or require the
posting of significant bonds. To the extent the fees the Company is required to
pay increase significantly, it could have a material adverse effect on the
Company's business, financial condition and results of operations. See "Risk
Factors--Significant Airport Regulations."

COMPETITION

The ground transportation industry is highly competitive and fragmented
with few significant national participants operating multi-city ground
transportation operations. Each local market usually contains numerous local
participants as well as a few companies offering regional and national service.
The Company competes primarily on the basis of price, quality, convenience,
scope of service and dependability. The Company also competes with service
providers offering alternative modes of transportation, such as buses, taxis,
radio cars and rental cars. In addition to competing for customers the Company
also competes for airport and other contracts and for possible acquisitions. The
Company expects competition to increase 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. The
Company's ability to effectively identify and consummate acquisitions may be
impacted if current and potential competitors make strategic acquisitions or
establish cooperative relationships, which could result in fewer acquisition
opportunities available to the Company as well as increased costs for remaining
acquisition targets. Competitive market conditions could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Risk Factors--Substantial Competition."

REGULATION

The Company's operations are subject to extensive safety requirements and
requirements imposed by environmental, workplace safety and anti-discrimination
laws, including the Americans with Disabilities Act. Safety, environmental and
vehicle accessibility requirements have increased in recent years, and this
trend could continue. The FHWA and state regulatory agencies have broad power to
suspend, amend or revoke the Company's operating authorizations for failure to
comply with statutory requirements, including safety and insurance requirements.
Local regulations applicable to van services focus on the entry of new operators
into the marketplace and the aggregate number of authorized vehicles as well as
the fares that can be charged for providing transportation services. These
regulations may limit the Company's ability to expand the size of its van fleet.

The Company's operations are also subject to various state and local
regulations primarily designed to promote public safety by ensuring that
regulated transportation providers operate safely, legally and in the public
interest. Each individual state or local government requires certain approvals
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<PAGE> 40

and permits to operate common carrier services. In addition, the California
Public Utilities Commission (the "CPUC") must approve the Company's acquisition
of the California Acquired Companies. If the CPUC fails to grant such approval,
the Company would not be permitted to continue to operate such companies. In
such event, the Company would be forced to restructure the acquisitions, if
possible, to avoid the requirement of CPUC approval or to rescind them, either
of which would have a material adverse effect on the Company's pro forma results
of operations for the periods presented in the Prospectus and its business,
financial condition and results of operations for future periods. See "Risk
Factors--Absence of Combined Operating History; Need for Regulatory Approvals."

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 franchise agreement
requires that its franchisees 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 franchisees' insurance
coverage or in excess of its or its franchisees' limits could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Risk Factors--Insurance Costs; Risk of Personal Injury Claims."

FRANCHISING RELATIONSHIPS

Of the Company's 15 locations, six are owned and operated by franchisees.
In addition, the Company owns a 50% equity interest in its Baltimore operation
and an approximately 15% equity interest in its Washington, D.C. operation and
operates both of these pursuant to management agreements. The Company's
relationship with each franchisee is governed by franchise agreements (the
"Franchise Agreements"), which grant the franchisees the exclusive right to
operate a SuperShuttle business in a particular geographic area. The Franchise
Agreements provide the Company with rights regarding the business and operations
of each franchise and impose restrictions on the transfer of the franchise and
on the transfer of the franchisee's capital stock without the consent of the
Company. In addition, the Franchise Agreements grant SuperShuttle the right of
first refusal with respect to any sale of the franchise operation. Each
franchisee is required to operate its franchise in accordance with certain
standards contained in the SuperShuttle operating manual (the "Operating
Manual"). The Company has the right to monitor the operations of the franchisees
and any default by a franchisee under a Franchise Agreement or the Operating
Manual may give the Company the right to terminate the underlying franchise.

In general, the Franchise Agreements grant the franchisees the exclusive
right to operate a SuperShuttle business in a particular geographic area,
generally defined in terms of service at a particular airport, for a stated
period, typically ten years. The Franchise Agreements generally provide for
three five-year renewal terms. Upon renewal, the terms and conditions of the
Franchise Agreements (other than with respect to royalty fees) may be amended
from those contained in the existing Franchise Agreements. The standard royalty
fee payable to the Company under the Franchise Agreements is $40 per van (or
other vehicle utilizing any of SuperShuttle's trademarks) per week, which amount
is subject to a weekly aggregate minimum and periodic cost of living
adjustments. Franchisees are also required to contribute $10 per van per week to
a marketing fund and to pay a semi-monthly fee equal to ten percent of the total
revenue from each trip processed through SuperShuttle's center reservation
system and directed to the franchisee.

Pursuant to each Franchise Agreement, the franchisee must meet certain
guidelines relating to the number of vehicles maintained and the amount of
advertising and promotion expenditures. In general, each Franchise Agreement
provides that the franchisee shall not engage in any other ground
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<PAGE> 41

transportation business within the franchise territory during the term of such
agreement and for 12 months thereafter. In addition, franchisees agree not to
use the word "SuperShuttle" or any other SuperShuttle trademark other than in
their ground transportation business.

The Company owns a 50% equity interest in its Baltimore operation, Shuttle
Express, Inc. ("Shuttle Express"), which is also subject to a franchise
agreement. Under the terms of a Shareholder Agreement between the Company,
Shuttle Express, and Yellow Holding, Inc. ("Yellow"), the Company has the right
to acquire the remaining 50% ownership interest in Shuttle Express pursuant to a
call option exercisable at any time between September 1, 1997 and June 1, 1999.
In addition, Yellow has the right to put Yellow's interest in Shuttle Express to
the Company pursuant to a put option exercisable between January 1, 1999 and
June 1, 1999. The strike price for the call or put option is equal to 4.5 times
the product of one-half of the earnings before income taxes of Shuttle Express
for the 12-month period ending the calendar month immediately preceding the
exercise of the put or call option, but not less than $1.0 million. The Company
has the right to reject the exercise of Yellow's put option, in which case
Yellow may sell its interest to a third party. Commencing June 1, 1999, the
Company has a right of first refusal with respect to the sale of this operation.

The Company is also 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 the complexity of franchise regulation
compliance problems that may be encountered from time to time. See "Risk
Factors--Reliance on Franchisees; Regulation of Franchises."

FACILITIES AND ENVIRONMENTAL MATTERS

The Company's headquarters are located in Phoenix, Arizona in facilities
leased by the Company under a 10-year lease that expires in October 1999 with
the option to renew the lease for an additional five years. This facility also
houses the Company's central reservation center. The Company also leases its
Company-operated facilities. The terms of such leases vary from a 60 day tenancy
to ten years and expire at various times through February 2003 (inclusive of
lease renewal terms). The Company's facilities consist principally of offices,
garages and maintenance facilities. Some of these are consolidated facilities,
while other facilities have limited operations, which may not include complete
maintenance services. The Company believes that its facilities are adequate for
its current needs. The Company has above ground and underground storage tanks
which are located at certain of its facilities. There can be no assurance that
the Company's current fuel tanks or those acquired in future acquisitions will
not result in discharge of hazardous materials at the Company's facilities.

In addition, in April 1998 the Company received a letter from the lessor of
its Texas facility claiming that SuperShuttle has contaminated this property and
requesting that the Company restore the property to the condition it was in
before the contamination occurred. While the Company believes it was not the
cause of any such contamination and intends to vigorously defend any claim to
the contrary, there can be no assurance that the Company will not incur
significant costs defending this claim, be required to pay damages or incur
costs related to the remediation of this property. Such costs could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Risk Factors--Potential Exposure to Environmental
Liabilities".

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<PAGE> 42

EMPLOYEES AND INDEPENDENT OPERATORS

As of March 31, 1998, the Company had approximately 2,000 full-time
employees (approximately 1,400 of whom were drivers) and approximately 200
part-time employees (approximately 150 of whom were drivers). As of March 31,
1998, the Company also had agreements with approximately 95 independent
contractors for its ExecuCar service. Several different unions represent
approximately 1,500 employees of the Company, of whom approximately 1,370 are
drivers. The Company is a party to a number of different collective bargaining
agreements which expire at various dates between August 1999 and June 2002. In
addition, certain of these contracts provide for periodic renegotiation. The
Company is currently in negotiations with the unions representing certain of its
Orange County and Florida employees and there can be no assurance that the
Company will obtain a satisfactory resolution to these negotiations. The
Company's inability to negotiate acceptable contracts with existing unions as
agreements expire or with new unions could result in work stoppages by the
affected workers and increased operating costs as a result of higher wages or
benefits paid to union members. While the Company has experienced threats of
work stoppages in the past, such threats have not resulted in any strikes or
work stoppages to date. In the event the Company's employees were to engage in a
strike or other work stoppage, the Company could experience a significant
disruption of its operations and higher ongoing labor costs, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, the Company has an agreement with one of its
stockholders that it will not, directly or indirectly, oppose any attempt by any
union or collective bargaining group to organize or seek to represent the
employees of the Company employed at any of the Company's new locations. See
"Risk Factors--Labor Availability and Relations."

INTELLECTUAL PROPERTY

The Company uses a number of trademarks, certain of which the Company has
registered with the United States Patent and Trademark Office. The Company
believes that its registered and common law trademarks, including
"SuperShuttle," "ExecuCar" and the blue and yellow color combination, have
significant value and that some of its trademarks are instrumental to its
ability to create and sustain demand for and market its services. There can be
no assurance that the steps taken by the Company to protect its proprietary
rights will be adequate or that third parties will not infringe or
misappropriate the Company's trademarks. The Company believes that there are no
currently pending challenges to the use or registration of any of the Company's
registered trademarks. There can be no assurance, however, that the Company's
trademarks do not or will not violate the proprietary rights of others, that
they would be upheld if challenged or that the Company would, in such an event,
not be prevented from using its trademarks, any of which could have a material
adverse effect on the Company and its business. In addition, the Company could
incur substantial costs to defend legal actions taken against it relating to the
Company's use of trademarks, which could have a material effect on the Company's
results of operations and financial condition.

SuperShuttle has several proprietary software programs that it utilizes
within its system. The cashiering and reservation programs are owned by
SuperShuttle. Through the Company's wholly owned subsidiary, SuperShuttle
Franchise Corporation ("SFC"), the Company acquired from a third party its
digital dispatch system and 1,000 prepaid licenses for use of related
application software, which may be used, resold or distributed by SFC to other
SuperShuttle franchises or locations. The third party may not license the
application software to any other operators in the airport ground transportation
business for a period of ten years, which expires in 2005. The license agreement
for the application software grants SFC a non-exclusive right to use the
software for so long as SFC is the exclusive owner of the digital dispatch
system. The Company is dependent on this third party to maintain, upgrade and
otherwise enhance this software. See "Risk Factors--Dependence on Operating
Systems."

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<PAGE> 43

LEGAL PROCEEDINGS

The Company filed a $1,000,000 civil action in 1994, in the Los Angeles
County Superior Court, Southwest District, against an insurance carrier, Golden
Eagle, which previously provided workers' compensation coverage to the Company
from 1987 through 1991 and which is now insolvent and in receivership. The
Company claims that the insurance company mishandled and over-reserved the
workers' compensation claims which increased the Company's insurance premiums.
The insurance company filed a cross-complaint against the Company seeking
recapture of $652,000, which was previously paid in dividends to the Company,
plus legal fees. In 1997, the Department of Insurance in California took over
the operation of Golden Eagle. All litigation against the insurance company was
stayed and the insurance commissioner enacted a formal procedure for processing
claims. The Company has submitted its claim and has had limited discussions
regarding the resolution of this case.

The Company is also involved in a personal injury action which arises from
an incident on March 24, 1994 in which two persons were alleged to have been
injured by a Company vehicle. The Company and its insurer's legal counsel are
discussing an out-of-court settlement with the plaintiffs. A potential loss of
$1,000,000 exists which could be borne by the Company and two other parties.
Currently, the exposure to the Company is estimated to be within its $100,000
insurance policy limits and, therefore, no loss reserve has been recorded in the
financial statements.

From time to time, the Company also is a party to routine litigation
incidental to its business, primarily involving claims for personal injury or
property damage incurred in the transportation of its passengers. Except as
discussed above, the Company is not aware of any pending or threatened claims
which, if adversely determined, might materially affect the Company's operating
results or financial condition.

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<PAGE> 44

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Information concerning the Company's current directors and executive
officers of the Company and their ages as of the date hereof are as follows.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Mitchell S. Rouse(1)................... 57 Chairman of the Board
R. Brian Wier.......................... 43 President, Chief Executive Officer; Director
Thomas C. LaVoy........................ 38 Chief Financial Officer and Secretary
Linda Paquin........................... 50 Vice President--Reservations
Dorthina Castillo-Davis................ 43 Vice President--Business Development
Judy Robertson......................... 49 Vice President--Franchising and Administrative
Services
David A. Abel.......................... 51 Director
Stephen Allan.......................... 37 Director
John C. Flanigan(1).................... 53 Director
Gene Hauck............................. 43 Director
Frank R. Kline(2)...................... 47 Director
Anthony M. Lamport(2).................. 62 Director
Mark Levitt............................ 45 Director
Neal C. Nichols(1)(2).................. 64 Director
Tucker Taylor(1)....................... 59 Director
</TABLE>

- ------------------------------
(1) Member of Compensation Committee.

(2) Member of Audit Committee.

Mitchell S. Rouse has served as Chairman of the Board of Directors of the
Company since 1985, as President from 1996 to 1997, and as Chief Executive
Officer from 1985 to February 1998. Mr. Rouse is also the Chairman of the Board
and President of Wilmington Cab Company of California, Inc., an affiliate of the
Company ("Wilmington"), an operator of taxi fleets, a position he has held since
1976. Since 1976, Mr. Rouse has also served as President and Chief Executive
Officer of Taxi Systems, Inc. ("Taxi Systems"), a Los Angeles taxi cab service
provider and a subsidiary of Wilmington. Taxi Systems is an operator of taxi
fleets and is therefore a competitor to the Company's operations in Los Angeles.
On May 19, 1994, Taxi Systems filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court, Central District of
California. The court confirmed the plan of reorganization by an order entered
on April 20, 1995. The effective date of the plan of reorganization was August
25, 1995. A final decree was entered on December 9, 1996. Mr. Rouse is the
brother-in-law of Gene Hauck.

R. Brian Wier has served as President and a director of the Company since
February 1997 and as its Chief Executive Officer since February 1998. Mr. Wier
joined the Company in November 1987. Prior to assuming his current position, Mr.
Wier served as Chief Operating Officer of the Company from May 1996 to February
1998. Mr. Wier also served as Vice President of the Phoenix operation from March
1995 to February 1997, and prior to that, held the position of Vice President
and General Manager for the Company's Dallas/Fort Worth ("DFW") operation from
November 1987 to March 1995. Mr. Wier serves on the board of Airport Ground
Transportation Association ("AGTA"), The Travel Industry Association ("TIA"),
and is a past member of various travel industry boards, including the DFW
Tourism Council. Prior to joining SuperShuttle, Mr. Wier owned and served as
President of Wier Lumber and Builder Door and Trim, a building material supply
company and was a general partner in R. Brian Wier Limited, a real estate
development company, from 1979 to 1987.

Thomas C. LaVoy has served as Chief Financial Officer of the Company since
July 1997 and as Secretary since March 1998. From September 1987 to February
1997, Mr. LaVoy served as Chief

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<PAGE> 45

Financial Officer of Photocomm, Inc., a public company engaged primarily in the
development of solar electric power systems and related products. Mr. LaVoy also
served as a C.P.A. with the firm of KPMG Peat Marwick from 1980 to 1983.

Linda Paquin has served as Vice President of Reservations of the Company
since February 1996 and as Director of Reservations for the Company from March
1995 to February 1996. From 1982 to 1995, Ms. Paquin served as senior manager of
reservation operations at Alaska Airlines.

Dorthina Castillo-Davis has served as Vice President of Business
Development of the Company since February 1997. Ms. Castillo-Davis has also
served in other positions with the Company, including General Manager of the
Phoenix operation from May 1986 to April 1991 and Director of Training from
March 1996 to January 1997. From 1992 to 1994, Ms. Castillo-Davis served as a
manager for Malandro Communication, Inc., a corporate training and development
company.

Judy Robertson has served as Vice President of Franchising and
Administrative Services of the Company since February 1998. From February 1993
to February 1998, Ms. Robertson served as Director of Franchising and Human
Resources of the Company. From 1990 to 1992, Ms. Robertson served as Director of
Human Resources and Franchising at Penguin's Place, Inc., a frozen yogurt
franchisor.

David A. Abel has been a director of the Company since 1985. Mr. Abel has
served as the President and CEO of ABL, Inc., a California-based business
consulting firm engaged in corporate, real estate and publishing transactions
since 1980. Mr. Abel currently serves on and as the chairman of the board of
directors of Calstart, a non-profit transportation industry organization
promoting environmental goals for clean air and energy efficiency.

Stephen Allan has served as President of Preferred Transportation, Inc.
("PTI") since 1994. SuperShuttle acquired PTI, a former franchise, in March
1998. In connection with the acquisition, Mr. Allan was elected to the Company's
Board of Directors in May 1998. Mr. Allan joined SuperShuttle in 1986 and worked
in the accounting department until 1991. From 1991 to 1994, he served as General
Manager of SuperShuttle's Los Angeles operation.

John C. Flanigan has been a director of the Company since May 1996. Mr.
Flanigan has been a partner in the Flanigan Law Firm since 1992. From 1985 to
1991, Mr. Flanigan was Vice President for Public Affairs of the Irvine Group, a
residential development company.

Gene Hauck has served as President of Tamarack Transportation, Inc.
("Tamarack") since March 1994. SuperShuttle acquired Tamarack, a former
franchise, in March 1998. In connection with the acquisition, Mr. Hauck was
elected to the Company's Board of Directors in May 1998. From October 1989 to
February 1994, Mr. Hauck served as Director of Marketing and Associate General
Manager of Yellow Cab of San Diego, Inc. Mr. Hauck is on the board of directors
of the International Taxi and Livery Association ("ITLA") and currently serves
on the Premium Service Committee of the ITLA. Mr. Hauck is the brother-in-law of
Mitchell S. Rouse.

Frank R. Kline has been a director of the Company since 1987. He was
elected to the Company's Board of Directors as the representative of Ullico,
Inc. pursuant to the Preferred Stock Purchase Agreement between Ullico, Inc. and
the Company. Mr. Kline has served as a private equity manager of Kline Hawkes
California, L.P./Kline Hawkes California SBIC, L.P. (collectively, "KHC"), an
investment fund, since 1994. From 1984 to 1994, Mr. Kline served as a private
equity manager of Lambda Fund Management, Inc. ("Lambda"), a venture capital
firm and an affiliate of the Company. Mr. Kline currently serves as a director
of four companies in which KHC has invested, including Sensor Systems, Campus
Link Communications, EOS Corporation and Transoft Technology. Mr. Kline also
serves on the Board of Governors of the National Association of Small Business
Investment Companies.

Anthony M. Lamport has been a director of the Company since May 1995. He
was elected to the Company's Board of Directors as the representative of the
Lambda entities pursuant to the Preferred Stock Exchange Agreement between such
entities and the Company. Since March 1990, Mr. Lamport

43
<PAGE> 46

served as President of Lambda. Mr. Lamport currently serves as a director of
Prophecy Transportation Software, Inc., a software company in which Lambda has
invested.

Mark Levitt has served as President and Chief Financial Officer of Southern
Shuttle Services, Inc. ("Southern") since March 1993. SuperShuttle acquired
Southern, a former franchise, in March 1998. In connection with the acquisition,
Mr. Levitt was elected to the Company's Board of Directors in May 1998. Since
January 1984, Mr. Levitt has also served as Vice President of LSF. Mr. Levitt
serves currently on the Executive Board of the TIA.

Neal C. Nichols has been a director of the Company since May 1996. Since
1964, Mr. Nichols has served as President of Transportation General, Inc., a
Virginia taxi operation. Mr. Nichols is a past president of the ITLA and
currently serves on the board of directors for the Executive Committee of the
ITLA.

Tucker Taylor has been a director of the Company since 1992. Mr. Taylor
served as a senior executive of Columbia/HCA and Medical Care America, a
national health care provider, from 1991 until February of 1998. From 1982 to
1991, Mr. Taylor was a private investor and a strategic marketing consultant to
several national transportation and healthcare organizations. Mr. Taylor is
currently a director of Cornell Corrections, Inc., a provider of privatized
correctional, detention and pre-release services in the United States.

BOARD OF DIRECTORS

The Company's Board of Directors is comprised of 11 members. Each director
is elected for a period of one year at the Company's annual meeting of
stockholders and serves until his successor is duly elected and qualified.

The Board of Directors has established an Audit Committee which is
comprised of Messrs. Kline, Lamport and Nichols, and a Compensation Committee
which is comprised of Messrs. Rouse, Taylor, Nichols and Flanigan. The Audit
Committee is responsible for reviewing and making recommendations regarding the
Company's employment of independent auditors, the annual audit of the Company's
financial statements and the Company's internal accounting controls, practices
and policies. The Compensation Committee is responsible for making
recommendations to the Board of Directors regarding compensation arrangements
for executive officers of the Company, including annual bonus compensation, and
consults with management of the Company regarding compensation policies and
practices. The Compensation Committee is also responsible for making
recommendations concerning the adoption of any compensation plans in which
management is eligible to participate, including the granting of stock options
or other benefits under such plans.

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 Board member
receives a monthly retainer of $200 for serving on the Board, plus a fee of $500
for each Board of Directors' meeting attended. All directors receive
reimbursement for expenses incurred in connection with attendance at meetings of
the Board of Directors or committees thereof.

In addition to cash compensation, the members of the Board of Directors
receive automatic grants each year of options to purchase 1,000 shares of Common
Stock. Such options have an exercise price per share equal to the fair market
value of the Common Stock at the time of grant, as determined by the
Compensation Committee and the Board of Directors. Such options are subject to
12-month vesting and terminate upon the earlier of (i) the fifth anniversary of
the grant date or (ii) the expiration of the 90-day period following the
termination of the director's service with the Company.

44
<PAGE> 47

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee of the Company's Board of
Directors are currently Messrs. Rouse, Taylor, Nichols and Flanigan, all of whom
were appointed to the Compensation Committee in November 1997. Prior to November
1997 and during the fiscal year ended September 30, 1997, Messrs. Rouse, Taylor
and Kline were members of the Compensation Committee. Mr. Rouse is Chairman of
the Board and served as the Company's Chief Executive Officer until February
1998. Neither Mr. Taylor, Mr. Nichols, Mr. Flanigan nor Mr. Kline has at any
time been an officer or employee of the Company or any subsidiary of the
Company. Mr. Taylor was appointed chairman of the Compensation Committee on
January 23, 1997.

LIMITATION ON DIRECTORS' LIABILITIES

Pursuant to the provisions of Delaware law, the Company has adopted
provisions in its Certificate of Incorporation which provide that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty, except for liability in
connection with a breach of duty of loyalty to the Company or its stockholders,
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, for dividend payments, loans to directors and
officers or stock repurchases illegal under Delaware law, for improper
transactions between the director and the Company or for any transaction in
which a director has derived an improper personal benefit. Such limitation of
liability does not affect the availability of equitable remedies such as
injunction relief or recision.

The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers and may indemnify its officers, employees and other
agents to the full extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of an indemnified party. The Company's Bylaws also permit the
Company to advance expenses incurred by an indemnified party in connection with
the defense of any action or proceeding arising out of such party's status or
service as a director, officer, employee or other agent of the Company upon an
undertaking by such party to repay such advances if it is ultimately determined
that such party is not entitled to indemnification.

The Company has entered into separate indemnification agreements with each
of its directors and officers which are, in some cases, broader than the
specific indemnification provisions contained under Delaware law. These
agreements require the Company, among other things, to indemnify such director
or officer against expenses (including attorneys' fees), judgments, fines and
settlements (collectively, "Liabilities") paid by such individual in connection
with any action, suit or proceeding arising out of such individual's status or
service as a director or officer of the Company (other than Liabilities arising
from willful misconduct or conduct that is knowingly fraudulent or deliberately
dishonest) and to advance expenses incurred by such individual in connection
with any proceeding against such individual with respect to which such
individual may be entitled to indemnification by the Company. The Company
believes that its Certificate of Incorporation and Bylaw provisions and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers. The Company also maintains directors' and officers'
liability insurance.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company in which indemnification
will be required or permitted. The Company is not aware of any threatened
litigation or proceeding that might result in a claim for such indemnification.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding annual
compensation for all services rendered to the Company in all capacities during
the fiscal year ended September 30, 1997, by the Chief Executive Officer of the
Company and the other executive officer who earned a salary and bonus in excess
of $100,000 (the "Named Executive Officers"). No other executive officers of the
Company had a total salary and bonus in fiscal 1997 that exceeded $100,000.
45
<PAGE> 48

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------------
FISCAL ----------------------- SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)
--------------------------- ------ ---------- --------- ---------------------
<S> <C> <C> <C> <C>
Mitchell S. Rouse.......................... 1997 $ 25,000 $60,000 1,000
Chairman of the Board(1)
R. Brian Wier.............................. 1997 130,000 50,000 0
President and Chief Executive Officer(2)
</TABLE>

- ------------------------------
(1) Mr. Rouse served as Chief Executive Officer of the Company until February 4,
1998.

(2) Mr. Wier's current annual base salary is $175,000.

OPTION GRANTS

The following table shows certain information regarding stock options
granted to the Named Executive Officers during the fiscal year ended September
30, 1997. No stock appreciation rights were granted to these individuals during
such fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERCENTAGE POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(4)
OPTIONS IN FISCAL PRICE PER EXPIRATION ----------------------
NAME GRANTED(#)(1) YEAR(2) SHARE(3) DATE 5% 10%
---- ------------- ---------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mitchell S.
Rouse(5)............ 1,000 3.4% $6.00 7/18/2002 $1,658 $3,663
R. Brian Wier......... -- -- -- -- -- --
</TABLE>

- ------------------------------
(1) Since the end of fiscal 1997, options to purchase 250,000 shares of Common
Stock were granted to certain executive officers. Mr. Wier was granted two
options for 30,000 shares and 120,000 shares, respectively, of Common Stock
on February 10, 1998, at an exercise price of $6.00 per share. Mr. LaVoy,
the Company's Chief Financial Officer, was granted an option for 100,000
shares of Common Stock on February 10, 1998, at an exercise price of $6.00
per share. See "Employment Agreements." Mr. Wier's option for 30,000 shares
vested immediately on the grant date. Mr. Wier's option for 120,000 shares
and Mr. LaVoy's options become exercisable with respect to 25% of the option
shares on each one-year anniversary of the grant date, provided, however,
that those option shares due to vest to Mr. Weir and Mr. LaVoy upon the
one-year anniversary of the grant date will immediately vest upon the
closing of this offering.

(2) Options for a total of 29,500 shares of Common Stock were granted in fiscal
1997.

(3) The exercise price may be paid with: (i) cash or check; (ii) shares of
Common Stock; or (iii) a combination of the above.

(4) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the Securities and Exchange Commission. There is no
assurance provided to any executive officer or any other holder of the
Company's securities that the actual stock price appreciation over the
10-year option term will be at the assumed 5% and 10% levels or at any other
defined level. Unless the market price of the Common Stock appreciates over
the option term, no value will be realized from the option grants made to
the Named Executive Officers.

(5) Mr. Rouse's option to purchase 1,000 shares, which was granted under the
1995 Stock Option Plan, becomes exercisable on July 18, 1998.

OPTION EXERCISES AND HOLDINGS

The following table provides certain summary information concerning the
shares of Common Stock represented by outstanding stock options held by each of
the Named Executive Officers as of

46
<PAGE> 49

September 30, 1997. No options were exercised by the Named Executive Officers
during the fiscal year ended September 30, 1997.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SEPTEMBER 30, 1997 (#) SEPTEMBER 30, 1997 ($)(1)
-------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C>
Mitchell S. Rouse.................. 2,000 1,000 -- --
R. Brian Wier...................... 35,000 -- -- --
</TABLE>

- ------------------------------
(1) Based on the fair market value of $6.00 per share as of September 30, 1997,
as determined by the Board of Directors, minus the exercise price of $6.00
per share, multiplied by the number of shares underlying the option.

1998 STOCK OPTION PLAN

The Company's 1998 Stock Option Plan (the "1998 Option Plan") was adopted
by the Board of Directors on February 20, 1998, and approved by the stockholders
of the Company at its annual meeting held on March 19, 1998. The 1998 Option
Plan is effective as of February 4, 1998. As of March 31, 1998, no options have
been granted under the 1998 Option Plan.

The 1998 Option Plan provides for the grant to employees of the Company
(including officers and directors) of "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or of
nonstatutory stock options. The maximum number of shares of Common Stock that
are authorized for issuance under the 1998 Option Plan is 1,000,000, subject to
a proportionate increase or decrease in the event of a stock split, reverse
stock split, stock dividend, or certain other adjustments to the total number of
outstanding shares of the Company's Common Stock. The aggregate fair market
value (determined at the time the incentive stock option is granted) of the
Common Stock with respect to which incentive stock options are exercisable for
the first time by the employee during any calendar year (under all plans of the
Company and its parent and subsidiary corporations) shall not exceed $100,000.

The 1998 Stock Option Plan is administered by the Board of Directors or a
committee of the Board of Directors (the "Administrator"). The Administrator
determines the recipients of options, option terms, exercise price, the number
of shares subject to the option and the exercisability of the options. The
exercise price of all incentive stock options granted under the 1998 Stock
Option Plan must be at least equal to the fair market value of the Common Stock
of the Company on the date of the grant. The exercise price of any incentive
stock option granted to an employee who owns stock representing more than 10% or
more of the voting power of the Company's outstanding capital stock (a "10%
Stockholder") must equal at least 110% of the fair market value of the Common
Stock on the date of the grant. The exercise price of all nonstatutory stock
options cannot be less than 85% of the fair market value of the Common Stock of
the Company on the date of grant. Payment of the exercise price may be made in
cash, delivery of shares of the Company's Common Stock or other consideration
determined by the Administrator. The term of an incentive stock option granted
under the 1998 Stock Option Plan shall be ten (10) years; provided, however,
that the term may not exceed five (5) years for 10% Stockholders. The term of a
nonstatutory stock option shall be eleven (11) years from the date of grant. An
option may not be transferred by the employee other than by will or the laws of
descent or distribution and may be exercised during the lifetime of the
employee, only by the employee, unless otherwise provided in an Option
Agreement. In the event of certain changes of control of the Company, all
outstanding options will be exercisable, in whole or in part, for the remainder
of the option period stated in the option agreement.

The Administrator has the authority to amend or terminate the 1998 Stock
Option Plan as long as such action does not affect any outstanding option and
provided that stockholder approval shall be required for an amendment to
increase the number of shares subject to the 1998 Stock Option Plan, or

47
<PAGE> 50

any change in the designation of the class of persons eligible to be granted
options, or a material increase in benefits accruing to participants under the
1998 Stock Option Plan if the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended. If not terminated earlier, the 1998
Stock Option Plan will terminate in 2008.

1995 STOCK OPTION PLAN

The Company's 1995 Stock Option Plan (the "1995 Option Plan") was adopted
by the Board of Directors on November 2, 1995, and approved by the stockholders
in May 1996. The 1995 Plan provides for the grant to employees of the Company,
including officers and directors of the Company and franchisee principals,
consultants and other providers of goods and services to the Company
(collectively, "Optionees") of "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, nonqualified stock
options or stock appreciation rights ("SAR"). The maximum number of shares of
Common Stock issuable under the 1995 Option Plan and the Company's 1986 Stock
Option Plan (which terminated in 1995) is 445,900, subject to a proportionate
increase or decrease in the event of a stock split, reverse stock split, stock
dividend, or certain other adjustments to the Company's total number of
outstanding shares of Common Stock. As of May 31, 1998, options to purchase
382,250 shares are outstanding under the 1995 Option Plan and the 1986 Option
Plan and options to purchase 41,925 shares pursuant thereto have been exercised.
The aggregate fair market value (determined at the time the incentive stock
option is granted) of the Common Stock with respect to which incentive stock
options are exercisable for the first time by the employee during any calendar
year (under all plans of the Company and its parent and subsidiary corporations)
shall not exceed $100,000.

The 1995 Stock Option Plan is administered by the Board of Directors or a
committee of the Board of Directors (the "Administrator"). The Administrator
determines the recipients of options, option terms, exercise price, the number
of shares subject to the option and the exercisability of the options. The
exercise price of all stock options granted under the 1995 Stock Option Plan
must be at least equal to the fair market value of the Common Stock of the
Company on the date of the grant. The exercise price of any stock option granted
to an employee who owns stock representing more than 10% of the voting power of
the Company's outstanding capital stock (a "10% Stockholder") must equal at
least 110% of the fair market value of the Common Stock on the date of the
grant. Payment of the exercise price may be made in cash, delivery of shares of
the Company's Common Stock having a fair market value on the exercise date equal
to the option price or a combination of shares of Common Stock valued at the
fair market value on the exercise date and cash. The term of a stock option
granted under the 1995 Stock Option Plan shall not be greater than ten years;
provided, however, that the term may not exceed five years for 10% Stockholders.
Any option granted or to be granted under the 1995 Option Plan may, at the
discretion of the Administrator, include a related SAR. An SAR may be granted
either at the time the related option is granted or at any time thereafter prior
to exercise, termination or cancellation of such related option; provided,
however, that no SAR may be granted in connection with an incentive stock option
which was granted prior to the grant of such SAR. Optionees receiving an SAR may
exercise the SAR by surrendering to the Company the option or any portion
thereof which is then exercisable, and the obligation of the Company in respect
of the option to which the SAR relates (or such portion thereof) will be
discharged by payment of the SAR so exercised.

Upon the exercise of an SAR, the Company shall pay to the Optionee an
amount equal to the difference between (i) 100 percent of the then fair market
value of the shares of Common Stock subject to the option or portion thereof
surrendered by the Optionee, and (ii) the aggregate option exercise price of
such shares. The Optionee may elect to receive such payment in cash or in shares
of Common Stock valued at fair market value, or in any combination thereof;
provided, however, that the Company may, in its discretion, consent to or
disapprove the election of the Optionee to receive cash in full or partial
payment of the SAR. An option may not be transferred by the employee other than
by will or the laws of descent or distribution or pursuant to a qualified
domestic relations order and may be exercised during the lifetime of the
employee, only by the employee, unless otherwise provided in an Option
Agreement. If an Optionee ceases employment with or services to the Company,
then the

48
<PAGE> 51

Optionee may exercise any outstanding option for three months following the date
of cessation of such status, but only to the extent of the number of shares for
which the option is exercisable on the date of cessation of such status. In the
event of certain changes of control of the Company, the Optionee has the right
to exercise all outstanding options during the 15 days immediately prior to the
consummation of the change of control, unless the options are assumed or
replaced with comparable options by the successor corporation.

The Administrator has the authority to amend or terminate the 1995 Stock
Option Plan as long as such action does not adversely affect any outstanding
option and provided that stockholder approval shall be required for an amendment
to increase the number of shares subject to the 1995 Stock Option Plan or any
material change in the eligibility requirements for the grant of options. If not
terminated earlier, the 1995 Stock Option Plan will terminate in 2005.

401(k) PLAN

The Company's employees participate in the SuperShuttle International
401(k) Plan, a profit-sharing plan established in January 1997 to serve
employees of SuperShuttle and its subsidiaries. All employees of the Company who
have attained age 21 and have been employed for six months or more are eligible
to participate in the plan. Participants in the 401(k) plan may contribute up to
20% of their total base compensation to the plan, subject to limitations
specified in the Internal Revenue Code of 1986, as amended. Each employee's
interest in contributions of the Company, if any, vests 20% per year of service
with the Company. Contributions by the Company are at the Company's discretion
and no such contributions have been made to date.

EMPLOYMENT AGREEMENTS

Effective March 1, 1998, the Company entered into a three year employment
agreement with Mr. Wier, providing for a base annual salary of $175,000, subject
to annual increases at the discretion of the Board of Directors. The agreement
provides that, in the event of a termination of employment by the Company
without cause or by Mr. Wier for good reason (as defined in the employment
agreement), he will be entitled to receive from the Company an amount equal to
two times either (i) the annual compensation which was payable to the employee
by the Company for the year immediately preceding the termination date, or (ii)
the average of the annual compensation which was payable to the employee by the
Company for the two years preceding the termination date, whichever is greater.
Further, the agreement provides that, in the event of a termination without
cause or disability or for good reason, all of the employee's vested stock
options shall remain exercisable for a period of one year following the
effective date of termination; and for a 24-month period following the
termination date he will continue to receive substantially the same benefits he
received as an employee, and such benefits will be reduced to the extent he
receives comparable benefits from other sources during such 24-month period. In
addition, the employment agreement provides that if Mr. Wier voluntarily
terminates his employment, other than for good reason, he is entitled to a
severance payment equal to the lesser of $60,000 or the remaining base salary
due under the employment agreement. The Company has the discretion to pay the
severance payment due under the employment agreement in a lump sum or over a two
year period. The employment agreement also provides that, in the event the
Company terminates Mr. Wier or he voluntarily leaves following a change in
control, he is entitled to the cash severance benefits described above plus the
acceleration of the vesting of all of the employee's options, which will then be
exercisable for a period of 90 days following the effective date of termination.
In addition, upon a change of control, the options granted to Mr. Wier pursuant
to his employment agreement become fully vested, and Mr. Wier has the right to
require the Company to purchase his vested options at a price that is not less
than the equivalent purchase price of the acquiring company effecting the change
of control. Mr. Wier may not compete with the Company anywhere where the Company
is doing business for a period of two years following the term of the employment
agreement.

The Company has also entered into employment agreements with other of its
executive officers. See "Certain Transactions."

49
<PAGE> 52

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information as of June 2, 1998,
concerning the beneficial ownership of the Company's Common Stock by (i) each
Named Executive Officer of the Company; (ii) each director of the Company; (iii)
all directors and executive officers of the Company as a group; and (iv) each
person (or group of affiliated persons) known by the Company to own beneficially
more than 5% of the Company's outstanding Common Stock. To the knowledge of the
Company, all persons listed below have sole voting and investment power with
respect to their shares, except to the extent that authority is shared by their
respective spouses under applicable law.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR NUMBER OF OWNED AFTER THE
TO THE OFFERING(1) SHARES OFFERING(1)(2)
-------------------- BEING --------------------
NAME AND ADDRESS(3) NUMBER PERCENT OFFERED NUMBER PERCENT
- ------------------- --------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND OFFICERS:
Mitchell S. Rouse(4)................... 1,650,033 25.1% -- 1,650,033 17.2%
R. Brian Wier(5)....................... 110,000 1.6% -- 110,000 1.1%
Anthony M. Lamport(6).................. 362,830 5.5% -- 362,830 3.8%
Frank R. Kline(7)...................... 36,432 * -- 36,432 *
Neal Nichols(8)........................ 199,256 3.0% -- 199,256 2.1%
John C. Flanigan(9).................... 20,287 * -- 20,287 *
David Abel(10)......................... 94,731 1.4% -- 94,731 1.0%
Tucker Taylor(10)...................... 72,532 1.1% -- 72,532 *
Stephen Allan.......................... 457,786 7.0% -- 457,786 4.8%
Gene Hauck............................. 731,621 11.1% -- 731,621 7.6%
Mark Levitt............................ 450,801 6.9% -- 450,801 4.7%
All directors and executive officers of
the Company as a group (15
persons)(11)......................... 4,218,809 62.6% -- 4,218,809 43.3%
5% STOCKHOLDERS:
David Koscielak(12).................... 477,785 7.3% -- 477,785 5.0%
Karen Caputo........................... 481,474 7.3% -- 481,474 5.0%
Robert Siedlecki(13)................... 466,128 7.1% -- 466,128 4.9%
Wilmington Cab Co. of California(14)... 900,000 13.7% -- 900,000 9.4%
ULLICO, Inc.(15)....................... 771,988 11.6% 320,000 451,988 4.7%
Entities affiliated with Lambda
Management, L.P.(16)................. 359,830 5.5% -- 359,830 3.8%
</TABLE>

- ------------------------------
* Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities and includes
shares of common stock issuable pursuant to the exercise of stock options
or warrants that are immediately exercisable or exercisable within 60 days,
or pursuant to the conversion of a security. Shares of Common Stock subject
to options or warrants that are currently exercisable or exercisable within
60 days are deemed outstanding for calculating the percentage ownership of
the person holding such options or warrants but are not deemed outstanding
for calculating the percentage ownership of any other person. Unless
otherwise indicated, the persons or entities identified in this table have
sole voting and investment power with respect to all shares

50
<PAGE> 53

beneficially owned by them. Percentage ownership calculations prior to and
after the offering are based on 6,573,617 shares and 9,573,617 shares,
respectively, of Common Stock outstanding.

(2) In the event that the Underwriters exercise the over-allotment option, up
to an additional 498,000 shares may be sold as follows: 348,000 shares by
the Company, 100,000 shares by Mitchell S. Rouse and 50,000 shares by
Lambda Management, L.P.

(3) The address for all directors and officers of the Company is c/o the
Company, 4610 South 35th Street, Phoenix, Arizona 85040.

(4) Includes 900,000 shares held in the name of Wilmington Cab Co. of
California, Inc, a company controlled by Mr. Rouse, and 3,000 shares
issuable upon exercise of outstanding options exercisable within 60 days of
May 31, 1998. Mr. Rouse has granted to the Underwriters an over-allotment
option to purchase up to 100,000 shares of Common Stock. If the
over-allotment option is exercised in full, the number of shares
beneficially owned by Mr. Rouse will be 1,550,033 shares or 16.2% of shares
outstanding.

(5) Includes 95,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998.

(6) Includes 3,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998. Also includes 1,000 shares of
Common Stock and 6,666 shares of Series B Convertible Preferred Stock
convertible into 10,666 shares of Common Stock held in the name of Lambda
CFD '87, L.P., and 134,833 shares of Common Stock and 133,332 shares of
Series B Convertible Preferred Stock convertible into 213,331 shares of
Common Stock held in the name of Lambda III, L.P. Mr. Lamport is a general
partner in each of these Lambda entities and disclaims beneficial ownership
of these shares except to the extent of his proportional interest therein.
Lambda CFD '87, L.P. and Lambda III, L.P. have collectively granted to the
underwriters an over-allotment option to purchase up to 50,000 shares of
Common Stock.

(7) Includes 3,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998, and 25,000 shares issuable upon
exercise of a warrant held in the name of Kline Living Trust to purchase
such number of shares of Common Stock at a price of $6.00 per share. The
warrant is exercisable at any time until May 1, 2005.

(8) Includes 2,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998.

(9) Includes 2,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998, and 5,600 shares held in a
retirement plan for the benefit of Mr. Flanigan.

(10) Includes 3,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998.

(11) Includes 146,500 shares issuable upon exercise of outstanding options
exercisable within 60 days of May 31, 1998, and 25,000 shares issuable upon
exercise of a warrant. Mr. Rouse and Lambda Management, L.P. have granted
to the Underwriters over-allotment options to purchase up to 100,000 shares
and 50,000 shares, respectively, of Common Stock. If such over-allotment
options are exercised in full, the number of shares beneficially owned by
the directors and executive officers of the Company as a group will be
4,068,809 or 42.5% of shares outstanding.

(12) Includes 20,000 shares of Common Stock held in the name of Orange County
Shuttle Associates, Inc., a company controlled by Mr. Koscielak. The
address for Mr. Koscielak is 2129 West Rosecrans Avenue, Gardena,
California 90249.

(13) The address for Mr. Siedlecki is 5890 Rodman Street, Hollywood, Florida
33023.

(14) The address of Wilmington Cab Co. of California, Inc. ("Wilmington Cab") is
2129 West Rosecrans Avenue, Gardena, California 90249. Mr. Rouse is a
controlling shareholder of Wilmington Cab.

(15) Includes 56,356 shares issuable upon exercise of a warrant to purchase such
number of shares of Common Stock and 339,477 shares of Series B Convertible
Preferred Stock convertible into

51
<PAGE> 54

543,163 shares of Common Stock held in the name of ULLICO, Inc. Also
includes 172,469 shares of Common Stock held in the name of The Union Labor
Life Insurance Company. The warrant is exercisable at a price of $6.00 per
share and is exercisable at any time until May 1, 2010. The address of
ULLICO, Inc. is the same as Union Labor Life Insurance Company. The address
of ULLICO, Inc. is 111 Massachusetts Avenue, N.W., Washington, D.C. 20001.
ULLICO, Inc. is the parent company of The Union Labor Life Insurance
Company. In accordance with the terms of the Certificate of Designation
governing the Series B Convertible Preferred Stock (the "Preferred
Certificate") and a related agreement, ULLICO, Inc. and The Union Labor
Life Insurance Company had the right to designate an aggregate of two
individuals to serve on the Company's Board of Directors. This right will
cease upon the conversion of the Series B Convertible Preferred Stock into
Common Stock.

(16) Includes 1,000 shares of Common Stock and 6,666 shares of Series B
Convertible Preferred Stock convertible into 10,666 shares of Common Stock
held in the name of Lambda CFD '87, L.P., and 134,833 shares of Common
Stock and 133,332 shares of Series B Convertible Preferred Stock
convertible into 213,331 shares of Common Stock held in the name of Lambda
III, L.P. Lambda Management, L.P. is the general partner of Lambda CFD '87,
L.P. and the general partner of Lambda III Capital Partners, L.P., which in
turn is the general partner of Lambda III, L.P., Lambda CFD '87, L.P. and
Lambda III, L.P. have collectively granted to the underwriters an
over-allotment option to purchase up to 50,000 shares of Common Stock. If
the over-allotment option is exercised in full the number of shares
beneficially owned by Lambda CFD '87, L.P. and Lambda III, L.P. will be
309,830 shares or 3.2% of shares outstanding. The address for Lambda
Management, L.P. is 360 Lexington Avenue, 54th Floor, New York, New York
10168. In accordance with the terms of the Preferred Certificate and a
related agreement, Lambda III, L.P. and Lambda CFD. '87, L.P. had the right
to designate one individual to serve on the Company's Board of Directors.
Currently, Anthony M. Lamport, a general partner of these two Lambda funds,
is a director of the Company and has served as Lambda's director designee.

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DESCRIPTION OF CAPITAL STOCK

The Company is a Delaware corporation and its affairs are governed by its
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws and the Delaware General Corporation Law. The following description of
the Company's capital stock, which is complete in all material respects, is
qualified in its entirety by reference to the provisions of the Company's
Certificate of Incorporation and Bylaws, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part.

The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, par value $.01 per share, and 5,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). As of the date hereof,
there are 5,806,457 shares of Common Stock issued and outstanding, which are
held of record by 35 stockholders. As of the date hereof, there were 479,475
shares of Series B Convertible Preferred Stock, $.01 par value (the "Series B
Preferred Stock") issued and outstanding, which are held of record by three
stockholders. See "Capitalization."

COMMON STOCK

Holders of shares of Common Stock are entitled to one vote per share on all
matters to be voted on by stockholders and do not have cumulative voting rights.
Subject to the rights of holders of outstanding shares of Preferred Stock, if
any, the holders of Common Stock are entitled to share ratably in dividends, if
any, as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor. In the event of liquidation,
dissolution, or winding up of the Company, subject to the rights of outstanding
shares of Preferred Stock, if any, the holders of Common Stock are entitled to
share ratably in all assets available for distribution to the stockholders after
payment of the Company's liabilities. The Common Stock has no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to such shares. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby will
be, upon completion of this offering, fully paid and nonassessable.

PREFERRED STOCK

Shares of Preferred Stock may be issued in one or more series, and the
Board of Directors of the Company has the power to fix for each such series the
rights, preferences, privileges and restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption, liquidation
preferences, and sinking fund terms of shares as the Board of Directors shall
deem appropriate, without any further vote or action by the stockholders of the
Company. Preferred Stock could be issued by the Board of Directors with voting
and conversion rights that could adversely affect the voting power of the
holders of the Common Stock. In addition, because the terms of the Preferred
Stock may be fixed by the Board of Directors of the Company without stockholder
action, the Preferred Stock could be issued quickly with terms calculated to
defeat or delay a proposed takeover of the Company, or to make the removal of
the management of the Company more difficult. Under certain circumstances, this
would have the effect of decreasing the market price of the Common Stock. The
Company has no present plans to issue additional shares of Preferred Stock. See
"Risk Factors--Anti-Takeover Provisions of the Company's Certificate of
Incorporation, Bylaws and Delaware Law."

SERIES B PREFERRED STOCK

The Company currently has outstanding 479,475 shares of Series B Preferred
Stock, which are presently convertible into 767,160 shares of Common Stock. The
holders of the Series B Preferred have agreed to convert their shares of Series
B Preferred into Common Stock immediately prior to the Closing of this offering,
320,000 shares of which are being sold pursuant to this Prospectus.

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<PAGE> 56

ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW

The Company is subject to the provisions of Section 203 of the Delaware
Law. In general, the statute prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date that the person became an interested
stockholder unless (with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder is approved in
a prescribed manner. Generally, a "business combination" includes a merger,
asset or stock sale or other transaction resulting in a financial benefit to the
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own) 15% or
more of the corporation's outstanding voting stock. This provision may have the
effect of delaying, deferring or preventing a change in control of the Company
without further action by the stockholders. In addition, upon completion of the
offering, certain provisions of the Company's charter documents, including a
provision eliminating the ability of stockholders to take actions by written
consent, may have the effect of delaying or preventing changes in control or
management of the Company, which could have an adverse effect on the market
price of the Company's Common Stock, The Company's stock option and purchase
plans generally provide for assumption of such plans or substitution of an
equivalent option of a successor corporation or, alternatively, at the
discretion of the Board of Directors, exercise of some or all of the options
stock, including non-vested shares, or acceleration of vesting of shares issued
pursuant to stock grants, upon a change of control or similar event. The Board
of Directors has authority to issue up to 5,000,000 shares of Preferred Stock
and to fix the rights, preferences, privileges and restrictions, including
voting rights, of these shares without any further vote or action by the
stockholders. The rights of the holders of the Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company. Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance of
such Preferred Stock could have a material adverse effect on the market value of
the Common Stock. The Company has no present plan to issue shares of Preferred
Stock. See "Risk Factors--Anti-Takeover Provisions of the Company's Certificate
of Incorporation, Bylaws and Delaware Law," "Management--Employment Agreements"
and "Certain Transactions."

REGISTRATION RIGHTS OF CERTAIN HOLDERS.

The holders of 4,689,111 shares of Common Stock (the "Registrable
Securities"), including 56,356 shares issuable upon exercise of warrants and
447,160 shares issuable upon conversion of the Series B Preferred Stock are
entitled to certain rights with respect to the registration of such shares under
the Securities Act. These rights are provided under the terms of agreements
between the Company and the holders of Registrable Securities. Subject to
certain limitations in the registration rights agreement, the holders of
1,140,000 shares of Common Stock may require, on one occasion, the Company to
register their shares pursuant to a registration statement filed under the
Securities Act of 1933, as amended (the "Act"). Subject to certain limitations
in the agreement providing for registration rights, the holders of 823,516
shares of Common Stock may require, on one occasion, at any time after six
months from the effective date of this Prospectus, that the Company use its best
efforts to register such shares for public resale, provided that the aggregate
offering prices of the shares to be sold is no less than $5,000,000. Likewise,
subject to certain limitations in the registration rights agreements, the
holders of 3,045,595 shares of Common Stock may require, on one occasion at any
time after the Company is eligible to file a registration statement on Form S-3
(which is at least twelve months from the effective date of this Prospectus),
that the Company use its best efforts to register such shares for public resale.
If the Company registers any of its Common Stock either for its own account or
for the account of other security holders, the holders of Registrable Securities
are entitled to include their shares of Common Stock in the registration. A
holder's right to include shares in an underwritten
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<PAGE> 57

registration is subject to the ability of the underwriters to limit the number
of shares included in the offering. All fees, costs and expenses of such
registrations must be borne by the Company and all selling expenses (including
underwriting discounts, selling commissions and stock transfer taxes) relating
to Registrable Securities must be borne by the holders of the securities being
registered. See "Risk Factors--Potential Effects of Shares Eligible for Future
Sale on Price of Common Stock."

WARRANTS

As of April 15, 1998, warrants were outstanding to purchase an aggregate of
106,356 shares of Common Stock at an exercise price of $6.00 per share. Warrants
to purchase 56,356 shares of Common Stock are exercisable at any time until May
1, 2010. Warrants to purchase 50,000 shares of Common Stock are exercisable at
any time until May 1, 2005.

TRANSFER AGENT AND REGISTRAR

Norwest Bank Minnesota, N.A., located at 161 North Concord Exchange, South
St. Paul, MN 55075-0738, has been appointed as the transfer agent and registrar
for the Common Stock.

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<PAGE> 58

CERTAIN TRANSACTIONS

Effective March 31, 1998, pursuant to separate merger and stock purchase
agreements, the Company acquired the outstanding capital stock of its three
largest franchises in Los Angeles, Orange County and Miami: Tamarack
Transportation, Inc. ("Tamarack"), Preferred Transportation, Inc. ("PTI") and
Southern Shuttle Services, Inc. ("Southern"), respectively. In a fourth
transaction, the Company acquired related operations in Southern Florida: AAA
Wheelchair Wagon Services, Inc. ("AAA"), Limousines of South Florida, Inc.
("LSF") (collectively, "AAA-LSF"), Wheelchair Ambulance of Hollywood, Inc. and
A1A Snowbird Leasing, Inc.

Pursuant to the acquisitions described above, and as consideration for
their interests in the Acquired Companies, certain directors and holders of 5%
or more of the outstanding Common Stock received shares of Common Stock as
follows: Mr. Hauck--731,621 shares; Mr. Allan--457,786 shares; Mr.
Koscielak--457,785 shares; Mr. Levitt--450,801 shares; Ms. Caputo--481,474
shares; and Mr. Siedlecki--466,128 shares. Such amounts were determined on the
basis of the evaluation by the Company of the following factors: the financial
and operational history and trends of the Acquired Companies, the experience of
the Acquired Companies' management, the position of the Acquired Companies in
the ground transportation market, and the Acquired Companies' prospects and
financial results. Further, certain of the foregoing individuals received
bonuses from their respective companies prior to the consummation of the
acquisitions as follows: Mr. Hauck--$100,000; Mr. Allan--$75,000; Mr.
Koscielak--$75,000; Mr. Levitt--$100,000; and Mr. Siedlecki--$100,000. Each of
these individuals have been granted registration rights with respect to their
shares of Common Stock. See "Registration Rights."

In connection with these acquisitions, the Company or its subsidiaries
entered into three-year employment agreements, effective March 31, 1998, with
Messrs. Hauck, Allan and Levitt and Ms. Caputo pursuant to which Mr. Hauck will
be employed as President of Tamarack, Mr. Allan as President of PTI, Mr. Levitt
as President of Southern and Ms. Caputo as President of AAA-LSF. Messrs. Hauck,
Allan and Levitt were elected to the Board of Directors of the Company pursuant
to and as a condition of the acquisitions. Messrs. Hauck, Allan and Levitt and
Ms. Caputo are beneficial owners of more than five percent of the Company's
Common Stock. The employment agreements provide for a minimum base annual salary
of $125,000. Further, the agreements for Messrs. Allan, Hauck and Levitt and Ms.
Caputo provide that they will receive an incentive bonus tied to the pre-tax
earnings of PTI, Tamarack, Southern and AAA-LSF, respectively. Mr. Levitt's
agreement also provides that the Company will lease an automobile for his sole
use. In addition, each of Messrs. Allan, Levitt and Hauck have been granted an
option to purchase 10,000 shares of Common Stock at an exercise price equal to
the initial public offering price per share of Common Stock, with one-third of
such options vesting and becoming exercisable upon each one-year anniversary of
the date of his or her employment agreement.

These employment agreements also provide that, in the event of termination
of employment by the Company without cause or by the employee for good reason
(as defined in the employment agreements), the employee will be entitled to
receive from the Company an amount equal to one times the annual base salary in
effect immediately prior to termination and to exercise any vested stock options
for the ninety day period immediately following the date of termination. In
addition, each agreement provides for the continuation of health care benefits
for the one year period following the effective date of termination of
employment or until the employee obtains new employment. The Company has the
discretion to pay the severance payments due under the employment agreements in
a lump sum or over the course of a one year period.

Pursuant to the terms of the agreements, the employees may not compete with
the Company in the relevant market area as defined in each agreement for a
period of three years following the term of the employment agreements. In
addition, the agreements with Mr. Levitt and Ms. Caputo provide that for a
period of five years following the consummation of the relevant acquisitions,
the employee shall not enter into any agreement with any party currently doing
business with the respective Acquired Companies, SuperShuttle or any of its
affiliates for the provision of substantially similar services.

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<PAGE> 59

In addition, the Company holds notes payable to it by PTI and Tamarack at
March 31, 1998, in the amount of $492,978 and $336,630, respectively, related to
the sale of its Orange County and Los Angeles franchises in 1994. At March 31,
1998, PTI and Tamarack also had capital lease liabilities payable to the Company
in the amount of $146,640 and $228,980, respectively.

Messrs. Allan and Koscielak have personally guaranteed certain indebtedness
of PTI. As of March 31, 1998, the balance of such guaranteed indebtedness was
approximately $1.0 million. Upon the consummation of this offering, the Company
has agreed to use its best efforts to obtain release of personal guarantees and
collateral securing such loans.

Gene Hauck has personally guaranteed certain indebtedness of Tamarack. As
of March 31, 1998, the balance of such guaranteed indebtedness was approximately
$1.0 million. Upon the consummation of this offering, the Company has agreed to
use its best efforts to obtain release of personal guarantees and collateral
securing such loans.

Southern leases its Miami facility from Wheaton, Inc., an entity owned by
Robert Siedlecki, a beneficial owner of more than five percent of the Company's
Common Stock. Lease payments made by Southern to Wheaton, Inc. totalled $120,000
in each of the years ended December 31, 1995, 1996 and 1997. The lease agreement
for this facility expires on December 31, 2001. These facilities are also used
by AAA-LSF.

During 1996, 1997 and 1998, Southern made interest-free advances to certain
stockholders and affiliates, including Mark Levitt. The balances due Southern
were $168,000 and $208,000 at December 31, 1996 and December 31, 1997,
respectively. As of March 31, 1998, the balance of such advances of $270,500 was
forgiven by Southern.

Mr. Levitt, Ms. Caputo and Mr. Siedlecki have personally guaranteed
indebtedness of Southern, AAA, and LSF. As of March 31, 1998, the balance of
such loans with Southern Shuttle of approximately $700,000 were guaranteed by
Mr. Levitt and Mr. Siedlecki. The balance of approximately $1.1 million with LSF
at April 15, 1998 was guaranteed by Mr. Levitt and Ms. Caputo. The balance of
approximately $1.2 million with AAA was guaranteed by Ms. Caputo. Mr. Siedlecki
has provided collateral securing a $100,000 letter of credit for the benefit of
Southern and a $200,000 line of credit for the benefit of LSF. Upon the
consummation of this offering, the Company has agreed to use its best efforts to
obtain the release of the personal guarantees, and the collateral securing such
guarantees.

Biscayne Insurance Co. ("Biscayne"), an entity owned by Mr. Siedlecki and
his spouse, provides commercial automobile insurance coverage to Southern, LSF
and AAA. Southern paid premiums under its Biscayne policy of $469,000 for the
year ended December 31, 1997 and $101,000 for the year ended December 31, 1996.
LSF paid premiums under its Biscayne policy of $35,000 for the year ended
December 31, 1997 and $34,000 for the year ended December 31, 1996. AAA paid
premiums under its Biscayne policy of $130,000 for the year ended December 31,
1997 and $81,000 for the year ended December 31, 1996.

AAA also leases a facility in Hollywood, Florida from Mr. Siedlecki. The
lease for the Hollywood property expires in 2001 and provides for lease payments
of $42,000 per year. Ms. Caputo and Mr. Siedlecki have advanced funds to AAA
over a number of years. Ms. Caputo has loaned AAA a total of $592,000, of which
amount $269,000 was repaid to Ms. Caputo in March 1998. The remaining $324,000
of indebtedness was forgiven by Ms. Caputo in March 1998. Mr. Siedlecki loaned
AAA a total of $128,000, the balance of which was outstanding at March 31, 1998,
and was assumed by the Company in connection with the acquisition of AAA. AAA
also leases two sites in Palm Beach County from Ms. Caputo. The lease
agreements, which expire in 2001, provide for annual lease payments to Ms.
Caputo of $42,000 and $9,000, respectively.

The Company's interest in its Baltimore operation, Shuttle Express, is
subject to the terms of a shareholders agreement. The agreement grants the
Company the right to acquire the shares of stock in Shuttle Express not owned by
the Company pursuant to a call option exercisable between September 1, 1997 to
June 1, 1999. This agreement also grants Yellow Holding, Inc. ("Yellow"), a
minority shareholder of Shuttle Express, the right to require the Company to
purchase Yellow's interest in Shuttle Express pursuant to a put option
exercisable between January 1, 1999 and June 1, 1999. The
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<PAGE> 60

strike price for either the call or put is an aggregate amount not less than
$1.0 million. The payment of any strike price in the event of the exercise of a
put or call option is payable, at the option of the purchaser, as follows: 25%
down in cash, with the balance paid in the form of a promissory note payable in
equal monthly installments over a period of 36 months, fully amortized, at a
prime rate of interest. The Company has the right to reject Yellow's put, in
which event either party may immediately offer for sale all but not less than
all of the authorized, issued and outstanding stock or assets of Shuttle Express
for a period of 12 months, to any bona fide third party purchaser.

The Company owns an approximately 15% equity interest in its Washington,
D.C. franchisee, Washington Shuttle, Inc. ("Washington Shuttle"). The Company
has unconditionally guaranteed indebtedness of Washington Shuttle owed to First
Union National Bank of Virginia ("First Union"). As of March 31, 1998,
Washington Shuttle was indebted to First Union in the aggregate amount of
approximately $986,000.

Mr. Rouse, the Chairman of the Board of the Company, and Wilmington Cab Co.
of California, Inc., a company controlled by Mr. Rouse and shareholder of the
Company, have guaranteed indebtedness of the Company owed to Mesa Holding Co. As
of March 31, 1998, the balance of such indebtedness was $500,000.

In December 1996, the Company sold 952,508 shares of its Common Stock to 17
of its stockholders in a rights offering at a purchase price of $2.00 per share.
The directors, executive officers and beneficial owners of more than five
percent of the Company's Common Stock who participated in that offering are as
follows: Mitchell S. Rouse--195,800 shares; Neal Nichols--72,256 shares; David
A. Abel--15,900 shares; Tucker Taylor--53,700 shares; John F. Flanigan--5,600
shares; Frank R. Kline--2,600 shares; R. Brian Wier--15,000 shares; The Union
Labor Life Insurance Company--172,469 shares; Lambda III, L.P.--51,500; and
Lambda CFD '87, L.P.--1,000.

Effective March 1, 1998, the Company entered into a three year employment
agreement with Thomas C. LaVoy, the Company's Chief Financial Officer, providing
for a base annual salary of $140,000, subject to annual increases at the
discretion of the Board of Directors. The agreement provides that, in the event
of a termination of employment by the Company without cause or by Mr. LaVoy for
good reason (as defined in the employment agreement), he will be entitled to
receive from the Company an amount equal to two times either (i) the annual
compensation which was payable to the employee by the Company for the year
immediately preceding the termination date, or (ii) the average of the annual
compensation which was payable to the employee by the Company for the two years
preceding the termination date, whichever is greater. Further, the agreement
provides that, in the event of a termination without cause or for good reason,
all of the employee's vested stock options shall remain exercisable for a period
of one year following the effective date of termination; and for a 24-month
period following the termination date he will continue to receive substantially
the same benefits he received as an employee, and such benefits will be reduced
to the extent he receives comparable benefits from other sources during such
24-month period. The Company has the discretion to pay the severance payment due
under the employment agreement in a lump sum or over a two year period. The
employment agreement also provides that, in the event the Company terminates Mr.
LaVoy or he voluntarily leaves following a change in control, he is entitled to
the cash severance benefits described above plus the acceleration of the vesting
of all of the employee's options, which will then be exercisable for a period of
ninety (90) days following the effective date of termination. In addition, upon
a change of control, the options granted to Mr. LaVoy pursuant to his employment
agreement will become fully vested, and Mr. LaVoy has the right to require the
Company to purchase his vested options at a price that is not less than the
equivalent purchase price of the acquiring company effecting the change of
control. Mr. LaVoy may not compete with the Company anywhere where the Company
is doing business for a period of two years following the term of the employment
agreement.

The Company also has an employment agreement with R. Brian Wier, the
Company's Chief Executive Officer. See "Management--Employment Agreements."

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<PAGE> 61

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering and based on the shares outstanding as of
May 31, 1998, there will be 9,573,617 shares of Common Stock outstanding. Of
these shares, the 3,320,000 shares sold in the offering (assuming no exercise of
the Underwriters' over-allotment option) will be freely tradable without
restriction or further registration unless purchased by "affiliates" of the
Company as that term is defined in Rule 144 under the Securities Act. The
remaining shares will be "restricted securities" as that term is defined under
Rule 144 (the "Restricted Shares"). Sales of Restricted Shares in the public
market, or the availability of such shares for sale, could adversely affect the
market price of the Common Stock.

Of the Restricted Shares, an aggregate of 3,427,765 shares of Common Stock
(including 267,543 shares issuable upon exercise of vested stock options and
warrants to purchase common stock) will be eligible for sale in the public
market subject to Rule 144 and Rule 701 under the Securities Act and the
expiration of a contractual lock-up ending 180 days after the date of the
Prospectus, unless an earlier release is consented to, in whole or in part, by
Hambrecht & Quist LLC. Subject to compliance with the volume limitations and
other requirements of Rule 144, the remaining Restricted Shares will become
eligible for sale under Rule 144 as follows: (i) 40,000 shares as of February 7,
1999; (ii) 3,045,595 shares as of April 1, 1999; and (iii) 7,800 shares as of
April 4, 1999.

In general, under Rule 144, beginning 90 days after the date of this
Prospectus, a person (or persons whose shares are aggregated) who has
beneficially owned Restricted Shares for at least one year, including persons
who may be deemed to be "affiliates" of the Company, would be entitled to sell
within any three-month period a number of shares that does not exceed the
greater of: (i) one percent of the number of shares of Common Stock then
outstanding (which will equal approximately 95,737 shares immediately after the
offering); or (ii) the average weekly trading volume of the Common Stock as
reported through the Nasdaq National Market during the four calendar weeks
preceding the filing of a Form 144 with respect to such sale. Sales under Rule
144 are also subject to certain manner of sale provisions and notice
requirements and to the availability of current public information about the
Company. Under Rule 144(k), a person who is not deemed to have been an affiliate
of the Company at any time during the 90 days preceding a sale, and who has
beneficially owned the Restricted Shares proposed to be sold for at least two
years (including the holding period of any prior owner except an affiliate), is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.

Rule 701 permits resales of shares issued pursuant to certain compensatory
benefit plans and contracts and prior to the date the issuer becomes subject to
the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subject to certain limitations on the aggregate offering
price of a transaction and certain other conditions, commencing 90 days after
the issuer becomes subject to the reporting requirements of the Exchange Act, in
reliance upon Rule 144, but without compliance with certain restrictions,
including the holding period requirements, contained in Rule 144. In addition,
the Securities and Exchange Commission has indicated that Rule 701 will apply to
typical stock options granted by an issuer before it becomes subject to the
reporting requirements of the Exchange Act, along with the shares acquired upon
exercise of such options (including exercises after the date of this
Prospectus). Securities issued in reliance on Rule 701 are restricted securities
and, subject to the contractual lock-up restrictions described above, beginning
90 days after the date of this Prospectus, may be sold by persons other than
affiliates subject only to the manner of sale provisions of Rule 144 and by
affiliates under Rule 144 without compliance with its one-year minimum holding
period requirements.

The Company has agreed that it will not issue, sell or grant options to
purchase or otherwise dispose of any shares of its Common Stock or securities
convertible into or exchangeable for its Common Stock, except in connection with
the exercise of options or other rights outstanding on the date of this
Prospectus or pursuant to the Company's stock option plans, for a period of 180
days after the date of this Prospectus, without the prior written consent of
Hambrecht & Quist LLC.

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<PAGE> 62

The Company intends to register on a Form S-8 registration statement under
the Securities Act, during the 180-day lock-up period, a total of 1,403,975
shares of Common Stock which are subject to outstanding options or reserved for
issuance under the Company's stock option plans and stock purchase plan. Such
registration will permit the resale of shares so registered by non-affiliates in
the public market without restriction under the Securities Act.

Prior to the offering, there has been no public market for the Common
Stock, and any sale of substantial amounts of Common Stock in the open market
may adversely affect the market price of the Common Stock offered hereby. In
addition, beginning 180 days after the date of this Prospectus, the holders of
approximately 4,689,111 shares of Common Stock are entitled to certain rights
with respect to registration of such shares under the Securities Act.
Registration of such shares under the Securities Act would result in such shares
under the Securities Act would result in such shares becoming freely tradeable
without restriction under the Securities Act (except for shares purchased by
affiliates of the Company) immediately upon the effectiveness of such
registration. See "Description of Capital Stock--Registration Rights." If such
holders, by exercising their demand registration rights, cause a large number of
securities to be registered and sold in the public market, such sales could have
a adverse effect on the market price for the Common Stock. If the Company were
to include in a Company-initiated registration, any registrable securities
pursuant to the exercise of piggyback registration rights, such sales may have
an adverse effect on the Company's ability to raise needed capital. See "Risk
Factors--Potential Effects of Shares Eligible for Future Sale on Price of Common
Stock."

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UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below through their Representatives, Hambrecht & Quist LLC
and Piper Jaffray Inc., have severally agreed to purchase from the Company the
following respective numbers of shares of Common Stock:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ---------
<S> <C>
Hambrecht & Quist LLC.......................................
Piper Jaffray Inc. .........................................

---------
Total....................................................... 3,320,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in the Company's business and the receipt of
certain certificates, opinions and letters from the Company, its counsel and
independent auditors. The nature of the Underwriters' obligations is such that
they are committed to purchase all shares of Common Stock offered hereby if any
of such shares are purchased.

The Underwriters propose to offer the shares of Common Stock directly to
the public at the initial public offering price set forth on the cover page of
this Prospectus and to certain dealers at such price less a concession not in
excess of $ per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share to certain other
dealers. After the initial public offering of the shares, the offering price and
other selling terms may be changed by the Representatives of the Underwriters.
The Representatives have advised the Company that the Underwriters do not intend
to confirm discretionary sales in excess of 5% of the shares of Common Stock
offered hereby.

The Company and certain Selling Stockholders have granted to the
Underwriters an option, exercisable no later than 30 days after the date of this
Prospectus, to purchase up to 498,000 additional shares of Common Stock at the
initial public offering price, less the underwriting discount, set forth on the
cover page of this Prospectus. To the extent that the Underwriters exercise this
option, each of the Underwriters will have a firm commitment to purchase
approximately the same percentage thereof which the number of shares of Common
Stock to be purchased by it shown in the above table bears to the total number
of shares of Common Stock offered hereby. The Company and such Selling
Stockholders will be obligated, pursuant to the option, to sell shares to the
Underwriters to the extent the option is exercised. The Underwriters may
exercise such option only to cover over-allotments made in connection with the
sale of shares of Common Stock offered hereby.

The offering of the shares is made for delivery when, as and if accepted by
the Underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The Underwriters reserve the right
to reject an order for the purchase of shares in whole or in part.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments the Underwriters may be required
to make in respect thereof.

61
<PAGE> 64

Certain stockholders of the Company, including the executive officers and
directors, who will own in the aggregate 5,575,537 shares of Common Stock after
the offering, have agreed that they will not, without the prior written consent
of Hambrecht & Quist LLC, offer, sell, or otherwise dispose of any shares of
Common Stock, options or warrants to acquire shares of Common Stock or
securities exchangeable for or convertible into shares of Common Stock owned by
them during the 180-day period following the date of this Prospectus. The
Company has agreed that it will not, without the prior written consent of
Hambrecht & Quist LLC, offer, sell, or otherwise dispose of any shares of Common
Stock, options or warrants or acquire shares of Common Stock or securities
exchangeable for or convertible into shares of Common Stock during the 180-day
period following the date of this Prospectus, except that the Company may issue
shares upon the exercise of options granted prior to the date hereof, and may
grant additional options under its stock option plans, provided, that, without
the prior written consent of Hambrecht & Quist LLC, such additional options
shall not be exercisable during such period.

Prior to the offering, there has been no public market for the Common
Stock. The initial public offering price of the Common Stock will be determined
by negotiation among the Company, the Selling Stockholders and the
Representatives. Among the factors to be considered in determining the initial
public offering price are prevailing market and economic conditions, sales and
earnings of the Company, market valuations of other companies engaged in
activities similar to the Company, estimates of the business potential and
prospects of the Company, the present state of the Company's business
operations, the Company's management and other factors deemed relevant. The
estimated initial public offering price range set forth on the cover of this
preliminary Prospectus is subject to change as a result of market conditions and
other factors.

Certain persons participating in the offering may over allot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the Common Stock at levels above those which might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids. A stabilizing bid means the placing of
any bid or effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of the Common Stock. A syndicate covering transaction
means the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection with
the offering. A penalty bid means an arrangement that permits the Underwriters
to reclaim a selling concession from a syndicate member in connection with the
offering when shares of Common Stock sold by the syndicate member are purchased
in syndicate covering transactions. Such transactions may be effected on the
Nasdaq National Market, in the over-the-counter market, or otherwise. Such
stabilizing, if commenced, may be discontinued at any time.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Squire, Sanders & Dempsey L.L.P., Phoenix, Arizona. Certain legal
matters will be passed upon for the Underwriters by Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP, Menlo Park, California.

EXPERTS

The financial statements as of September 30, 1997 and 1996 and for each of
the years then ended of SuperShuttle International, Inc., the financial
statements as of September 30, 1997 and 1996 and for each of the three years
ended September 30, 1997 of Tamarack Transportation, Inc. dba SuperShuttle Los
Angeles, the financial statements as of December 31, 1997 and 1996 and for each
of the three years ended December 31, 1997 of Preferred Transportation, Inc. dba
SuperShuttle Orange County, the financial statements as of December 31, 1997 and
1996 and for each of the years ended December 31, 1997 of Southern Shuttle
Services, Inc., and the combined financial statements as of December 31, 1997
and 1996 and for each of the years ended December 31, 1997 of AAA Wheelchair
Wagon Services, Inc.
62
<PAGE> 65

and Limousines of South Florida, Inc., included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein and elsewhere in the registration statement, and have
been so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The financial statements as of September 30, 1995 and for the year then
ended, included in this prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
stated in their report with respect thereto, and are included herein in reliance
upon the report of said firm given upon the authority of said firm as experts in
accounting and auditing.

On July 15, 1996, the Company's former auditors resigned and the Company's
Board of Directors decided to retain Deloitte & Touche LLP as its independent
public accountants. The former auditors' report on the Company's financial
statements for the year ended September 30, 1995 did not contain an adverse
opinion or disclaimer of opinion and was not modified as to uncertainty, audit
scope or accounting principles. There were no disagreements with the former
auditors on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure at the time of the change or
with respect to the Company's financial statements for fiscal year 1995, which,
if not resolved to the former auditors' satisfaction, would have caused them to
make reference to the subject matter of the disagreement in connection with
their report. Prior to retaining Deloitte & Touche LLP, the Company had not
consulted with Deloitte & Touche LLP regarding accounting principles.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus constitutes a part of the Registration Statement and
does not contain all of the information set forth therein and in the exhibits
thereto. For further information with respect to the Company and the Common
Stock offered hereby, reference is hereby made to such Registration Statement
and exhibits. Statements contained in this Prospectus as to the contents of any
document are not necessarily complete and in each instance are qualified in
their entirety by reference to the copy of the appropriate document filed with
the Commission. All material elements of such contracts required to be disclosed
in this Prospectus are disclosed. The Registration Statement, including the
exhibits thereto, may be examined without charge at the Commission's public
reference facility at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, copies of any or all part of the
Registration Statement, including such exhibits thereto, may be obtained from
the Commission at its principal office in Washington, D.C., 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, such as the Company, that file
electronically with the Commission.

The Registration Statement and the reports and other information to be
filed by the Company following the Offering in accordance with the Securities
and Exchange Act of 1934, as amended, can be inspected and copied at the
principal office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: 7 World Trade Center, New York, NY 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60601. Copies of
such material may be obtained from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the fees prescribed by the Commission.

63
<PAGE> 66

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUPERSHUTTLE INTERNATIONAL, INC. PRO FORMA
Introduction to Unaudited Pro Forma Combined Statements of
Income................................................. F-2
Unaudited Pro Forma Combined Statements of Income......... F-3
Notes to Unaudited Pro Forma Combined Statements of
Income................................................. F-5

SUPERSHUTTLE INTERNATIONAL, INC.
Independent Auditors' Report.............................. F-7
Report of Independent Public Accountants (predecessor).... F-8
Consolidated Balance Sheets............................... F-9
Consolidated Statements of Income......................... F-11
Consolidated Statements of Stockholders' (Deficit)
Equity................................................. F-12
Consolidated Statements of Cash Flows..................... F-13
Notes to Consolidated Financial Statements................ F-14

ACQUIRED COMPANIES:

PREFERRED TRANSPORTATION, INC. (dba SUPERSHUTTLE ORANGE
COUNTY)
Independent Auditors' Report........................... F-28
Balance Sheets......................................... F-29
Statements of Operations............................... F-30
Statements of Stockholders' Equity..................... F-31
Statements of Cash Flows............................... F-32
Notes to Financial Statements.......................... F-33

TAMARACK TRANSPORTATION, INC. (dba SUPERSHUTTLE LOS
ANGELES)
Independent Auditors' Report........................... F-38
Balance Sheets......................................... F-39
Statements of Operations............................... F-40
Statements of Stockholders' (Deficit) Equity........... F-41
Statements of Cash Flows............................... F-42
Notes to Financial Statements.......................... F-43

SOUTHERN SHUTTLE SERVICES, INC.
Independent Auditors' Report........................... F-47
Balance Sheets......................................... F-48
Statements of Income................................... F-49
Statements of Stockholders' Equity..................... F-50
Statements of Cash Flows............................... F-51
Notes to Financial Statements.......................... F-52

AAA WHEELCHAIR WAGON SERVICES INC. AND LIMOUSINES OF SOUTH
FLORIDA, INC.
Independent Auditors' Report........................... F-57
Combined Balance Sheets................................ F-58
Combined Statements of Income.......................... F-59
Combined Statements of Stockholders' Equity............ F-60
Combined Statements of Cash Flows...................... F-61
Notes to Combined Financial Statements................. F-62
</TABLE>

F-1
<PAGE> 67

SUPERSHUTTLE INTERNATIONAL, INC.

INTRODUCTION TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME

The following Unaudited Pro Forma Combined Statements of Income give effect
to the acquisitions by SuperShuttle International, Inc. ("SuperShuttle") of the
outstanding capital stock of Preferred Transportation, Inc. dba SuperShuttle
Orange County ("Preferred"), Southern Shuttle Services, Inc. ("Southern"),
Tamarack Transportation, Inc. dba SuperShuttle Los Angeles ("Tamarack"), and the
combined companies AAA Wheelchair Wagon Services, Inc. and Limousines of South
Florida ("AAA Wheelchair"), (collectively, the "Acquired Companies"). These
acquisitions were all effective upon the close of business on March 31, 1998 and
have been accounted for using the purchase method of accounting.

The Unaudited Pro Forma Combined Statements of Income reflect the operating
results of SuperShuttle and the Acquired Companies as if they had occurred at
the beginning of the earliest period presented, along with adjustments which
give effect to events that are directly attributable to the Acquired Companies
and which are expected to have a continuing impact. SuperShuttle and Tamarack
have September 30 fiscal year ends while the remaining Acquired Companies have
December 31 fiscal year ends. For purposes of preparing the September 30, 1997
Pro Forma Combined Statements of Income, the operating results of Preferred,
Southern and AAA Wheelchair for the year ended December 31, 1997 were combined
with the operating results of SuperShuttle and Tamarack for the year ended
September 30, 1997. The pro forma operating results for March 31, 1997 and 1998
include six months of activity for SuperShuttle and each of the Acquired
Companies.

The Unaudited Pro Forma Combined Statements of Income give effect to
anticipated adjustments that are expected to arise as a result of the
acquisitions, such as changes to officers' compensation, elimination of
intercompany balances and activity, goodwill amortization, and the related tax
effect of pro forma adjustments. The pro forma adjustments are based upon
estimates, available information and certain assumptions and may be revised as
additional information becomes available. The pro forma financial data does not
purport to represent what the Company's results of operations would actually
have been if such transactions in fact had occurred on those dates or to project
the Company's results of operations for any future period.

These unaudited pro forma statements should be read in conjunction with
other financial statements and notes thereto included elsewhere in this
Prospectus. See "Risk Factors" included elsewhere in this Prospectus.

F-2
<PAGE> 68

SUPERSHUTTLE INTERNATIONAL, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
SIX MONTHS ENDED MARCH 31, 1998

<TABLE>
<CAPTION>
ACTUAL
---------------------------
ACQUIRED PRO FORMA
COMPANY COMPANIES(1) ADJUSTMENTS PRO FORMA
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
NET REVENUES....................... $16,457,704 $21,719,901 $ (234,645)(2) $37,942,960
DIRECT COST OF REVENUES............ 9,597,261 13,885,165 -- 23,482,426
----------- ----------- ---------- -----------
Gross profit..................... 6,860,443 7,834,736 (234,645) 14,460,534
OTHER OPERATING EXPENSES........... 3,574,212 3,384,546 -- 6,958,758
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES......................... 2,649,120 3,540,028 (1,163,647)(2)(3) 5,025,501
AMORTIZATION OF GOODWILL........... -- 48,118 185,939(4) 234,057
----------- ----------- ---------- -----------
INCOME FROM OPERATIONS............. 637,111 862,044 743,063 2,242,218
----------- ----------- ---------- -----------
OTHER INCOME (EXPENSE):
Gain (loss) on sale of fixed
assets........................... 212,052 (20,259) (200,000)(5) (8,207)
Interest and other income-net...... 210,506 (22,486) (82,908)(6) 105,112
Equity in loss of unconsolidated
affiliates....................... (98,038) -- -- (98,038)
Interest expense................... (170,047) (351,422) 82,908(6) (438,561)
----------- ----------- ---------- -----------
Other income (expense)-net....... 154,473 (394,167) (200,000) (439,694)
----------- ----------- ---------- -----------
INCOME BEFORE INCOME TAXES......... 791,584 467,877 543,063 1,802,524
INCOME TAX (PROVISION) BENEFIT..... 2,087,000 (183,210) (310,848)(7) 1,592,942
----------- ----------- ---------- -----------
NET INCOME......................... 2,878,584 284,667 232,215 3,395,466
----------- ----------- ---------- -----------
LESS PREFERRED STOCK ACCRETION..... (35,000) -- -- (35,000)
----------- ----------- ---------- -----------
NET INCOME TO COMMON
STOCKHOLDERS..................... $ 2,843,584 $ 284,667 $ 232,215 $ 3,360,466
=========== =========== ========== ===========
NET INCOME PER SHARE:
Basic............................ $ 0.51(9)
===========
Diluted.......................... $ 0.50(9)
===========
</TABLE>

See Notes to unaudited pro forma combined statements of income.

F-3
<PAGE> 69

SUPERSHUTTLE INTERNATIONAL, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
ACTUAL
---------------------------
ACQUIRED PRO FORMA
COMPANY COMPANIES(1) ADJUSTMENTS PRO FORMA
------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
NET REVENUES........................ $33,398,000 $41,869,313 $ (471,000)(2) $74,796,313
DIRECT COST OF REVENUES............. 19,694,000 26,405,324 -- 46,099,324
----------- ----------- ---------- -----------
Gross profit...................... 13,704,000 15,463,989 (471,000) 28,696,989
OTHER OPERATING EXPENSES............ 7,664,000 7,437,042 -- 15,101,042
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES.......................... 5,421,000 5,945,915 (1,590,960)(2)(3) 9,775,955
AMORTIZATION OF GOODWILL............ -- 96,236 371,878(4) 468,114
----------- ----------- ---------- -----------
INCOME FROM OPERATIONS.............. 619,000 1,984,796 748,082 3,351,878
----------- ----------- ---------- -----------
OTHER INCOME (EXPENSE):
Recognition of deferred gain...... 717,000 -- (717,000)(8) --
Interest and other
income -- net.................. 358,000 (20,511) (297,000)(6) 40,489
Equity in earnings of
unconsolidated affiliate....... 5,000 -- -- 5,000
Interest expense.................. (491,000) (579,351) 347,357(6) (722,994)
----------- ----------- ---------- -----------
Other income (expense) -- net....... 589,000 (599,862) (666,643) (677,505)
----------- ----------- ---------- -----------
INCOME BEFORE INCOME TAXES.......... 1,208,000 1,384,934 81,439 2,674,373
INCOME TAX (PROVISION) BENEFIT...... 353,000 (556,472) (219,821)(7) (423,293)
----------- ----------- ---------- -----------
NET INCOME.......................... 1,561,000 828,462 (138,382) 2,251,080
----------- ----------- ---------- -----------
LESS PREFERRED STOCK ACCRETION...... (70,000) -- -- (70,000)
----------- ----------- ---------- -----------
NET INCOME TO COMMON STOCKHOLDERS... $ 1,491,000 $ 828,462 $ (138,382) $ 2,181,080
=========== =========== ========== ===========
NET INCOME PER SHARE:
Basic............................. $ 0.33(9)
===========
Diluted........................... $ 0.33(9)
===========
</TABLE>

See Notes to unaudited pro forma combined statements of income.

F-4
<PAGE> 70

SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO UNAUDITED PRO FORMA STATEMENTS OF INCOME

(1) A summary of significant historical account balances for the Acquired
Companies is as follows:

SIX MONTHS ENDED MARCH 31, 1998:

<TABLE>
<CAPTION>
TAMARACK PREFERRED SOUTHERN SHUTTLE AAA WHEELCHAIR
TRANSPORTATION, INC. TRANSPORTATION, INC. SERVICES, INC. & LOSF TOTAL
-------------------- -------------------- ---------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Total Assets......... $ 1,938,874 $ 2,212,762 $ 1,696,463 $3,751,534
Total Liabilities.... (1,712,948) (1,729,076) (1,538,094) (2,698,172)
Total Equity......... (225,926) (483,686) (158,369) (1,053,362)
Net Revenue.......... 4,267,322 4,807,356 5,077,081 7,568,142 $21,719,901
Gross Profit......... 1,781,283 1,944,405 2,187,377 1,921,671 7,834,736
Operating Income..... 186,462 7,388 78,920 589,274 862,044
Net Income........... 71,194 (59,758) (7,561) 279,792 284,667
</TABLE>

FISCAL YEARS ENDED:

<TABLE>
<CAPTION>
SOUTHERN SHUTTLE AAA WHEELCHAIR
TAMARACK PREFERRED SERVICES, INC. & LOSF
TRANSPORTATION, INC. TRANSPORTATION, INC. DECEMBER 31, DECEMBER 31,
SEPTEMBER 30, 1997 DECEMBER 31, 1997 1997 1997 TOTAL
-------------------- -------------------- ---------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Net Revenue.......... $8,633,032 $9,240,835 $9,371,629 $14,623,817 $41,869,313
Gross Profit......... 3,608,833 3,970,481 3,967,649 3,917,026 15,463,989
Operating Income..... 160,153 503,287 474,463 846,893 1,984,796
Net Income........... (14,956) 213,169 241,133 389,116 828,462
</TABLE>

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of Tamarack Transportation, Inc. The Company issued 731,621 shares
of common stock valued at approximately $4,756,000 as consideration for the
acquisition which is accounted for as a purchase.

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of Preferred Transportation, Inc. The Company issued 915,570 shares
of common stock valued at approximately $5,951,000 as consideration for the
acquisition which is accounted for as a purchase.

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of Southern Shuttle Services, Inc. The Company issued 978,882
shares of common stock as consideration for the acquisition which is accounted
for as a purchase. The stock issued to effect the transaction has been valued at
approximately $6,363,000.

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of the combined companies AAA Wheelchair Wagon Services, Inc. and
Limousines of South Florida, Inc. The Company issued 419,522 shares of common
stock as consideration for the acquisition which is accounted for as a purchase.
The stock issued to effect the transaction has been valued at approximately
$2,726,000.

(2) Eliminates franchise fees paid to SuperShuttle by the Acquired Companies.

F-5
<PAGE> 71

(3) For the six months ended March 31, 1998 and the fiscal year ended September
30, 1997, primarily represents adjustments to reduce management and
officers' compensation to levels that the stockholders of the Acquired
Companies have agreed to receive subsequent to the acquisitions of $835,000
and $906,000, reduced franchise fees of $235,000 and $471,000, reduced
professional fees of $70,000 and $148,000, additional rent of $50,000 and
$0, and other expenses of $74,000 and $66,000 as well as adjustments to
rent, and other expenses which are expected to be different on a combined
basis.

(4) Adjustment to reflect the amount of goodwill amortization that would be
recognized relating to the goodwill arising as a result of the acquisitions
net of approximately $100,000 annual goodwill amortization included in the
historical operating results of Preferred. The Company is amortizing
goodwill over a 40 year life. With the number of airline passengers
growing, airport traffic congestion, limited parking facilities and
expensive parking and taxi rates, the Company believes that the ground
transportation industry has an expected life in excess of forty years and
that the industry will continue as long as the motor vehicle is an accepted
method of transportation.

(5) Elimination of the gain recognized on the sale of a radio frequency license
by SuperShuttle to Tamarack.

(6) Eliminates interest income and offsetting interest expense relating to the
SuperShuttle notes receivable from Preferred and Tamarack, as well as
interest paid to a shareholder of one of the Acquired Companies.

(7) Adjustment to the income tax provision to reflect the amount of income tax
expense computed based upon the pro forma income before income taxes and
including the effect of non-deductible goodwill amortization.

(8) To eliminate the deferred gain arising from the 1994 sale of the Los
Angeles operations to Preferred.

(9) Net income per share has been computed using the weighted average number of
common shares and common share equivalents outstanding during each period
after considering all stock options granted subsequent to May 31, 1997 as
outstanding for all periods. The retroactive outstanding common shares
applicable to the stock options granted subsequent to May 31, 1997 have
been calculated utilizing the treasury stock method. Stock options and
stock warrants prior to May 31, 1997 have been included in the computations
using the treasury stock method only when their effect would be dilutive.
The treasury stock method has been applied utilizing an estimated initial
public offering price of $9.00 per share as the market price for all
periods.

The calculation of basic pro forma net income per share at March 31, 1998
includes: (i) 2,760,862 basic weighted average common shares outstanding,
(ii) 3,045,595 shares issued to the stockholders of the Acquired Companies
in connection with such acquisitions and (iii) 767,160 common shares that
will be issued to convert the Series B Convertible Preferred Stock into
Common Stock upon completion of the offering. Diluted pro forma net income
per share at March 31, 1998 includes (i), (ii) and (iii) above as well as
(iv) 96,417 incremental shares calculated under the treasury stock method
relating to stock options granted to employees and consultants, since May
31, 1997, with exercise prices below the estimated offering price.

F-6
<PAGE> 72

INDEPENDENT AUDITORS' REPORT

Board of Directors
SuperShuttle International, Inc.
Phoenix, Arizona

We have audited the accompanying consolidated balance sheets of
SuperShuttle International, Inc. and subsidiaries (the "Company") as of
September 30, 1996 and 1997, and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. These
consolidated 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. The financial statements of the Company for the
year ended September 30, 1995 were audited by other auditors whose report, dated
February 2, 1996, expressed an unqualified opinion on those financial
statements.

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 1996 and 1997 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of SuperShuttle International, Inc. and subsidiaries as of September
30, 1996 and 1997, and the results of their operations and their cash flows for
the years then ended in conformity with generally accepted accounting
principles.

As discussed in Note 11, the accompanying 1997 financial statements have
been restated.

[/s/ DELOITTE & TOUCHE LLP]
Phoenix, Arizona
December 2, 1997 (March 31, 1998 with respect to

certain information in Note 1 and July 10, 1998

with respect to information in Note 11)

F-7
<PAGE> 73

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
SuperShuttle International, Inc.:

We have audited the accompanying consolidated balance sheet of SuperShuttle
International, Inc. (a Delaware corporation) and subsidiaries as of September
30, 1995 and the related consolidated statements of operations, stockholders'
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 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 consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SuperShuttle International,
Inc. and subsidiaries as of September 30, 1995 and the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Phoenix, Arizona
February 2, 1996.

F-8
<PAGE> 74

SUPERSHUTTLE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
1996 1997 1998
----------- ------------- -------------
(AS RESTATED, (AS RESTATED,
SEE NOTE 11) SEE NOTE 11)
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................... $ 1,471,000 $ 798,000 $ 2,263,000
Restricted cash (Note 1).......................... 775,000 702,000 641,000
Trade accounts receivable -- net of allowance for
doubtful accounts of $190,000, $126,000 and
$110,000 in 1996, 1997 and 1998................ 883,000 468,000 2,453,000
Current portion of notes receivable (Notes 3 and
9)............................................. 1,523,000 1,394,000 47,000
Prepaid expenses and other........................ 541,000 775,000 1,490,000
Deferred income tax assets (Note 4)............... -- 360,000 700,000
----------- ----------- -----------
Total current assets...................... 5,193,000 4,497,000 7,594,000
----------- ----------- -----------
PROPERTY AND EQUIPMENT -- At cost:
Vehicles.......................................... 6,784,000 8,119,000 12,210,000
Equipment......................................... 1,916,000 2,500,000 2,863,000
Computer software................................. 327,000 116,000 116,000
Leasehold improvements............................ 718,000 732,000 921,000
----------- ----------- -----------
Total..................................... 9,745,000 11,467,000 16,110,000
Less accumulated depreciation and amortization.... 5,333,000 7,060,000 7,971,000
----------- ----------- -----------
Property and equipment -- net............. 4,412,000 4,407,000 8,139,000
----------- ----------- -----------
NOTES RECEIVABLE -- Net of current portion (Notes 3
and 9)............................................ 1,978,000 688,000 49,000
----------- ----------- -----------
DEFERRED TAX ASSETS (Note 4)........................ -- -- 1,747,000
----------- ----------- -----------
DEPOSITS AND OTHER ASSETS........................... 438,000 677,000 2,027,000
----------- ----------- -----------
GOODWILL (Note 12).................................. -- -- 18,725,000
----------- ----------- -----------
TOTAL............................................... $12,021,000 $10,269,000 $38,281,000
=========== =========== ===========
</TABLE>

See notes to consolidated financial statements.
F-9
<PAGE> 75
SUPERSHUTTLE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

<TABLE>
<CAPTION>
PROFORMA
1996 1997 1998 (NOTE 12)
----------- ------------- ------------- -----------
(AS RESTATED,
(AS RESTATED, SEE NOTE 11)
SEE NOTE 11) (UNAUDITED)
<S> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable.................... $ 1,914,000 $ 1,463,000 $ 1,867,000 $
Accrued wages, benefits and other... 1,727,000 1,251,000 2,794,000
Accrued workers' compensation (Notes
5 and 6)......................... 1,210,000 705,000 779,000
Advertising fund liability (Note
1)............................... 626,000 664,000 612,000
Current portion of long-term debt
(Note 3)......................... 2,525,000 2,225,000 3,915,000
Other current liabilities........... 289,000 261,000 1,231,000
----------- ----------- -----------
Total current liabilities... 8,291,000 6,569,000 11,198,000
LONG-TERM DEBT -- Net of current
portion (Note 3).................... 1,967,000 1,089,000 1,763,000
DEFERRED GAIN (Note 9)................ 717,000 -- --
OTHER LIABILITIES (Note 6)............ 430,000 293,000 326,000
----------- ----------- -----------
Total liabilities........... 11,405,000 7,951,000 13,287,000
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes
2, 3, 5 and 6)
SERIES B CONVERTIBLE PREFERRED
STOCK -- $.01 par
value -- authorized 479,475 shares;
issued and outstanding, 479,475
shares -- net of unaccreted issuance
costs of $260,000, $190,000 and
$155,000 in 1996, 1997 and 1998..... 4,000,000 4,070,000 4,105,000 --
----------- ----------- ----------- -----------
STOCKHOLDERS' (DEFICIT) EQUITY (Notes
7 and 8):
Preferred Stock -- $.01 par value --
authorized 5,000,000 shares, no
shares issued and outstanding
Common stock, $.01 par value:
Class A authorized, 20,000,000
shares; issued and outstanding,
2,725,792, 2,760,862, 5,806,457
actual shares and 6,573,617
proforma shares................ 27,000 28,000 58,000 66,000
Class B authorized, 1,000,000
shares; none issued............
Capital in excess of par value...... 5,927,000 5,903,000 25,634,000 29,731,000
Accumulated deficit................. (9,244,000) (7,683,000) (4,803,000) (4,803,000)
----------- ----------- ----------- -----------
Total....................... (3,290,000) (1,752,000) 20,889,000 24,994,000
Notes receivable from
stockholders..................... (94,000) -- -- --
----------- ----------- ----------- -----------
Stockholders' (deficit)
equity.................... (3,384,000) (1,752,000) 20,889,000 24,994,000
----------- ----------- ----------- -----------
TOTAL................................. $12,021,000 $10,269,000 $38,281,000 $38,281,000
=========== =========== =========== ===========
</TABLE>

See notes to consolidated financial statements.
F-10
<PAGE> 76

SUPERSHUTTLE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED SEPTEMBER 30, MARCH 31,
-------------------------------------------- -----------------------------
1995 1996 1997 1997 1998
----------- ----------- -------------- ----------- --------------
(AS RESTATED,
(AS RESTATED, SEE NOTE 11)
SEE NOTE 11) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET REVENUES.............................. $28,873,000 $32,304,000 $33,398,000 $16,320,000 $16,458,000
DIRECT COST OF REVENUES................... 16,731,000 18,760,000 19,694,000 9,699,000 9,597,000
----------- ----------- ----------- ----------- -----------
Gross profit.......................... 12,142,000 13,544,000 13,704,000 6,621,000 6,861,000
OTHER OPERATING EXPENSES.................. 6,973,000 7,281,000 7,664,000 3,947,000 3,574,000
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES................................ 5,243,000 7,364,000 5,421,000 2,742,000 2,649,000
UNUSUAL INCOME ITEMS (Note 6)............. (754,000) (745,000) -- -- --
----------- ----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS............. 680,000 (356,000) 619,000 (68,000) 638,000
----------- ----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Recognition of deferred gain (Note 9)... 35,000 237,000 717,000 717,000
Interest and other income -- net........ 685,000 680,000 358,000 252,000 423,000
Equity in earnings (loss) of
unconsolidated affiliate (Note 2)....... -- -- 5,000 -- (98,000)_
Interest expense........................ (558,000) (514,000) (491,000) (267,000) (170,000)
----------- ----------- ----------- ----------- -----------
Other income -- net................... 162,000 403,000 589,000 702,000 155,000
----------- ----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES................ 842,000 47,000 1,208,000 634,000 793,000
INCOME TAX (PROVISION) BENEFIT (Note 4)... (7,000) (7,000) 353,000 -- 2,087,000
----------- ----------- ----------- ----------- -----------
NET INCOME................................ 835,000 40,000 1,561,000 634,000 2,880,000
LESS PREFERRED STOCK ACCRETION............ -- (91,000) (70,000) (35,000) (35,000)
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) TO COMMON
STOCKHOLDERS............................ $ 835,000 $ (51,000) $ 1,491,000 $ 599,000 $ 2,845,000
=========== =========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE:
Basic................................... $ 0.48 $ (0.03) $ 0.54 $ 0.22 $ 1 .03
=========== =========== =========== =========== ===========
Diluted................................. $ 0.38 $ (0.03) $ 0.42 $ 0.17 $ 0.81
=========== =========== =========== =========== ===========
SHARES USED IN CALCULATION OF NET INCOME
PER SHARE:
Basic................................... 1,748,492 1,852,660 2,753,556 2,746,250 2,760,862
=========== =========== =========== =========== ===========
Diluted................................. 2,175,304 1,949,077 3,511,649 3,504,343 3,518,955
=========== =========== =========== =========== ===========
</TABLE>

See notes to consolidated financial statements.
F-11
<PAGE> 77

SUPERSHUTTLE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 AND
SIX-MONTH PERIOD ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
-------------------
CLASS A
------------------- NOTES
NUMBER CAPITAL IN RECEIVABLE STOCKHOLDERS'
OF PAR EXCESS OF ACCUMULATED FROM (DEFICIT)
SHARES VALUE PAR VALUE DEFICIT STOCKHOLDERS EQUITY
--------- ------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 1, 1994.......... 1,738,284 $17,000 $ 4,112,000 $(10,119,000) $(57,000) $(6,047,000)
Notes receivable from
stockholders................. -- -- -- -- (18,000) (18,000)
Accrued interest on notes
receivable from
stockholders................. -- -- -- -- (16,000) (16,000)
Principal payments of notes
receivable from
stockholders................. -- -- -- -- 28,000 28,000
Options exercised into common
stock........................ 35,000 1,000 17,000 -- -- 18,000
Net income...................... -- -- -- 835,000 -- 835,000
--------- ------- ----------- ------------ -------- -----------
BALANCE, SEPTEMBER 30, 1995....... 1,773,284 18,000 4,129,000 (9,284,000) (63,000) (5,200,000)
Issuance of common stock (Note
8)........................... 952,508 9,000 1,889,000 -- (83,000) 1,815,000
Principal payments of notes
receivable from
stockholders................. -- -- -- -- 52,000 52,000
Preferred stock accretion....... -- -- (91,000) -- -- (91,000)
Net income...................... -- -- -- 40,000 40,000
--------- ------- ----------- ------------ -------- -----------
BALANCE, SEPTEMBER 30, 1996....... 2,725,792 27,000 5,927,000 (9,244,000) (94,000) (3,384,000)
Repurchase of common stock (Note
8)........................... (196,039) (2,000) (390,000) -- -- (392,000)
Issuance of common stock (Notes
7 and 8)..................... 231,109 3,000 451,000 -- -- 454,000
Principal payments of notes
receivable from stockholders
and other.................... -- -- (15,000) -- 94,000 79,000
Preferred stock accretion....... -- -- (70,000) -- -- (70,000)
Net income...................... -- -- -- 1,561,000 -- 1,561,000
--------- ------- ----------- ------------ -------- -----------
BALANCE, SEPTEMBER 30, 1997....... 2,760,862 28,000 5,903,000 (7,683,000) -- (1,752,000)
Preferred stock accretion
(unaudited).................. -- -- (35,000) -- -- (35,000)
Issuance of common stock for
Acquired Companies
(unaudited) (Notes 11 and
12).......................... 3,045,595 30,000 19,766,000 19,796,000
Net income (unaudited).......... -- -- -- 2,880,000 -- 2,880,000
--------- ------- ----------- ------------ -------- -----------
BALANCE, MARCH 31, 1998 as
restated (Unaudited)............ 5,806,457 $58,000 $25,634,000 $ (4,803,000) $ -- $20,889,000
========= ======= =========== ============ ======== ===========
</TABLE>

See notes to consolidated financial statements.
F-12
<PAGE> 78

SUPERSHUTTLE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED SEPTEMBER 30, MARCH 31,
----------------------------------------- ----------------------------
1997 1998
(AS RESTATED, (AS RESTATED,
1995 1996 SEE NOTE 11) 1997 SEE NOTE 11)
---------- ----------- -------------- ----------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................... $ 835,000 $ 40,000 $ 1,561,000 $ 634,000 $ 2,880,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization.................. 1,160,000 1,578,000 1,812,000 899,000 928,000
Recognition of deferred gain................... (35,000) (237,000) (717,000) (717,000) --
Gain on sale of property and equipment......... (2,000) (38,000) (58,000) (24,000) (212,000)
Deferred tax benefit........................... -- -- (360,000) -- (2,087,000)
Changes in operating assets and liabilities:
Restricted cash.............................. (389,000) (211,000) 73,000 -- 61,000
Trade accounts receivable -- net............. (545,000) (247,000) 415,000 104,000 (106,000)
Other receivables............................ -- 794,000 -- (45,000) 0
Prepaid expenses and other................... (477,000) 204,000 (234,000) (98,000) (126,000)
Other assets................................. (13,000) (127,000) (239,000) 213,000 (397,000)
Accounts payable............................. 685,000 (461,000) (451,000) 71,000 (493,000)
Accrued liabilities.......................... (14,000) (1,690,000) (1,080,000) (990,000) 36,000
Other current liabilities.................... (217,000) 32,000 (28,000) (138,000) 11,000
---------- ----------- ----------- ----------- -----------
Net cash provided by (used in) operating
activities................................... 988,000 (363,000) 694,000 (91,000) 495,000
---------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.............. (4,357,000) (1,262,000) (1,003,000) (773,000) (44,000)
Proceeds from sale of property and equipment..... 141,000 189,000 225,000 -- 300,000
Collection of notes receivable................... 106,000 464,000 1,419,000 704,000 815,000
---------- ----------- ----------- ----------- -----------
Net cash (used in) provided by investing
activities................................... (4,110,000) (609,000) 641,000 (69,000) 1,071,000
---------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital
leases ........................................ (1,083,000) (3,412,000) (2,889,000) (1,055,000) (1,599,000)
Proceeds from borrowings on long-term debt....... 3,298,000 1,409,000 740,000 348,000 152,000
Net proceeds from issuance of preferred stock.... 2,649,000 -- -- -- --
Proceeds from issuance of common stock........... -- 1,815,000 454,000 454,000 --
Repurchase of common stock....................... -- -- (392,000) (392,000) --
Redemption of preferred stock.................... -- (13,000) -- -- --
Principal and interest collected on stockholders'
notes receivable............................... 12,000 52,000 79,000 32,000 --
---------- ----------- ----------- ----------- -----------
Net cash provided by (used in) financing
activities................................... 4,876,000 (149,000) (2,008,000) (613,000) (1,447,000)
---------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS...................................... 1,754,000 (1,121,000) (673,000) (773,000) 119,000
Cash of acquired companies (Notes 11 and 12)..... 1,346,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..... 838,000 2,592,000 1,471,000 1,471,000 798,000
---------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD........... $2,592,000 $ 1,471,000 $ 798,000 $ 698,000 $ 2,263,000
========== =========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest....................................... $ 589,000 $ 514,000 $ 491,000 $ 267,000 $ 185,000
========== =========== =========== =========== ===========
Taxes.......................................... $ 17,000 $ 80,000
========== ===========
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Purchase of vans through capital leases.......... $ 971,000 $ 643,000 $ 771,000
=========== =========== ===========
Notes receivable from stockholder for purchase of
common stock................................... $ 18,000 $ 83,000
========== ===========
Preferred stock conversion from Series A to
Series B....................................... $1,260,000
==========
</TABLE>

See notes to consolidated financial statements.
F-13
<PAGE> 79

SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 AND
SIX-MONTH PERIOD ENDED MARCH 31, 1998 (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- SuperShuttle International, Inc. (the "Company") commenced
operations in October 1985, and is incorporated in the State of Delaware. The
Company operates in one reportable operating segment, as defined in Statement of
Financial Accounting Standards No. 131. The Company, through its subsidiaries,
provides door-to-door passenger ground transportation primarily to and from
airports and has licensed the right to use its name, procedures and methods to
franchisees who will also provide door-to-door ground transportation primarily
to and from airports. During all the periods presented in the accompanying
financial statements, the Company owned 100 percent of the SuperShuttle
transportation operations in San Francisco and Sacramento, California; Phoenix,
Arizona; and Dallas, Texas. On September 1, 1997, the Company acquired a 50
percent interest in Shuttle Express, Inc., the SuperShuttle franchise in
Baltimore, Maryland. In addition, the Company owns an approximately 15 percent
interest and manages the operations of the Company's Washington, D.C. franchise.

On March 31, 1998, the Company acquired three of its franchises in Los
Angeles, Orange County and Miami, and related operations in southern Florida, in
transactions which were accounted for as purchases. See Note 12 -- Note to
Unaudited Consolidated Financial Statements for the Six Month Periods Ended
March 31, 1997 and 1998.

The Company has no individual customer which accounted for more than 10
percent of net revenues.

Providing ground transportation in most cities and states is regulated and
requires approval by governmental agencies.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of SuperShuttle International, Inc. and its subsidiaries,
including SuperShuttle Franchise Corporation. All significant intercompany
balances and transactions are eliminated in consolidation.

CASH AND CASH EQUIVALENTS include all cash and highly liquid investment
securities with original maturities of three months or less.

RESTRICTED CASH -- Through one of its subsidiary companies, SuperShuttle
Franchise Corporation, the Company collects a royalty amount per vehicle per
week from each franchisee to be used for national advertising. These funds are
placed in a restricted cash account to be used solely for this purpose.
Reimbursements to the Company's general cash account for approved advertising
expenditures are made on a monthly basis, at a minimum, or as needed. In
addition, at September 30, 1997, the Company has pledged approximately $25,000
for various purposes.

PROPERTY AND EQUIPMENT are stated at cost. Depreciation and amortization of
property and equipment are provided for on the straight-line method over the
following estimated useful lives:

<TABLE>
<S> <C>
Vehicles......................................... 3 to 4 years
Office equipment................................. 3 to 7 years
Computer software................................ 3 to 5 years
Leasehold improvements........................... Shorter of the useful life or
remaining term of lease
</TABLE>

The Company capitalizes expenditures that materially increase asset lives
and charges ordinary maintenance and repairs to operations as incurred. When
assets are disposed of, the costs and related

F-14
<PAGE> 80
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

accumulated depreciation and amortization are removed from the accounts and any
resulting gain or loss is included in income.

LONG-LIVED ASSETS and certain identifiable intangibles are reviewed for
impairment whenever events or circumstances indicate the carrying amount of an
asset may not be recoverable.

OTHER ASSETS -- The Company capitalizes amounts paid to outside consultants
in obtaining governmental agency approval to operate in new locations. These
costs are amortized over the term of the related license from the respective
governmental agency.

SELF-INSURANCE -- Through January 1, 1995, the Company was self-insured for
the first $50,000 for each incident for coverage of all general liability
accident claims involving vehicles in all Company-owned locations other than
Dallas. As of September 30, 1996 and 1997, the Company had provided for
self-insurance reserves of approximately $224,000 and $128,000, respectively,
for its estimated remaining insurance claims which management, after
consultations with its insurance specialist, believes are adequate.

REVENUES are recognized at the time services are provided.

FRANCHISE FEE INCOME -- The Company generally charges an initial franchise
fee that varies based on a formula utilizing airport passenger volume numbers.
The initial franchise fee is recognized as revenue when received because the
Company has performed most of its preopening obligations and has no substantial
remaining obligations to perform. The Company also is entitled to receive $50
per week for each vehicle owned by the franchisees. Of this $50 per week, $40 is
a weekly royalty fee and $10 is a weekly advertising fund fee. The $10 per week
per vehicle collected by the Company for advertising fund fees are placed in a
restricted cash account. Within six months of the end of the Company's fiscal
year, these restricted funds are to either be expended for approved advertising
or allocated for approved future advertising expenditures. Total franchise fee
income was $757,000, $792,000 and $649,000 in 1995, 1996 and 1997, respectively.

INCOME TAXES are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis and operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon generation of future taxable income during the periods in which
those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment.

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 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.

RECLASSIFICATIONS -- Certain prior year amounts have been reclassified to
conform with the current year and interim period presentation.

NET INCOME PER SHARE -- Basic has been computed using the weighted average
number of common shares outstanding during each period. Net income per
share -- diluted has been computed by

F-15
<PAGE> 81
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

increasing the weighted average number of common shares outstanding during each
period for the incremental dilutive effects of stock options, warrants and
convertible preferred shares and after considering all stock options granted
subsequent to May 31, 1997 as outstanding for all periods. The retroactive
outstanding common shares applicable to the stock options granted subsequent to
May 31, 1997 have been calculated utilizing the treasury stock method. Stock
options and stock warrants granted prior to May 31, 1997 have been included in
the computations using the treasury stock method only when their effect would be
dilutive. The treasury stock method has been applied utilizing an estimated
initial public offering price of $9.00 per share as the market price for all
periods.

The calculation of actual income per common share at March 31, 1998
includes: (i) 2,760,862 basic weighted average common shares outstanding, (ii)
96,417 incremental shares calculated under the treasury stock method relating to
stock options granted to employees and consultants, since May 31, 1997, with
exercise prices below the estimated offering price and (iii) 661,676 common
shares relating to the conversion of the Series B Convertible Preferred Stock at
the then effective conversion rate.

2. INVESTMENT IN SHUTTLE EXPRESS

On September 1, 1997, the Company acquired 50 percent of the issued and
outstanding shares of Shuttle Express, Inc., a Baltimore-based SuperShuttle
franchise. The investment in Shuttle Express, Inc. is included in other assets
and is accounted for using the equity method of accounting. As consideration for
the 50 percent interest in Shuttle Express, Inc., the Company agreed to assume
daily operations management, contribute capital on an as needed basis not to
exceed $700,000 and assume outstanding indebtedness on vehicles of $134,000. In
addition, the Company agreed to pay the minority shareholder consideration of
$175,000 in the event that the Maryland Aviation Administration awards a new
contract upon expiration of the current contract on December 31, 2002. As of
September 30, 1997, the Company has contributed approximately $112,000 in
capital under the agreement.

The Company has a call option and the minority interest shareholder, Yellow
Holding, Inc. ("Yellow"), has a put option on the shares of stock not owned by
the Company. The Company may exercise its call option at any time after
September 1, 1997 until June 1, 1999. Yellow may exercise its put option during
the period between January 1, 1999 and June 1, 1999. The strike price for either
the call or put is equal to 4.5 times one-half ( 1/2) of the earnings before
interest and taxes of the Company for the 12-month period ending the calendar
month immediately preceding the exercise of the put or call option, but in no
event less than $1,000,000. The payment amount from the exercise of the put or
call option may be paid as follows: 25 percent down in cash, with the balance
paid in the form of a promissory note payable by the Company in equal monthly
installments over a period of thirty-six (36) months, fully amortized, at a
prime rate of interest.

The Company has the right to reject Yellow's put, in which event either
party may immediately offer for sale all but not less than all of the issued and
outstanding stock or assets of the Company, for a period of 12 months, to any
bona fide third party purchaser. Upon receipt of a bona fide offer from a third
party purchaser acceptable to the party obtaining the offer, the other party
shall have the right of first refusal to match the offer or shall not
unreasonably withhold its consent to the sale of its stock to the third party
purchaser. In addition, if the Company rejects the put option of Yellow, then
control of the Board of Directors would shift to Yellow.

F-16
<PAGE> 82
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following summarizes the net assets of Shuttle Express, Inc. at
September 30, 1997 and its operations for the one-month period ended September
30, 1997.

<TABLE>
<S> <C>
Total Assets...................................... $519,000
========
Total Liabilities................................. $509,000
========
Net Assets........................................ $ 0
========
Net Revenues...................................... $269,000
========
Operating Income.................................. $ 17,000
========
Net Income........................................ $ 10,000
========
</TABLE>

3. LONG-TERM DEBT

Long-term debt consists of the following at September 30, 1996 and 1997:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Borrowings from commercial lenders, monthly payments of
principal plus interest at 8% to 18%, maturing through
2000, collateralized by vehicles.......................... $2,289,000 $1,356,000
Borrowings from commercial lenders, monthly payments of
principal plus interest at 12%, maturing through 1999,
collateralized by vehicles in use by Orange County and Los
Angeles franchises........................................ 1,935,000 920,000
Capital lease obligations (Note 5).......................... 164,000 882,000
Other....................................................... 104,000 156,000
---------- ----------
Total....................................................... 4,492,000 3,314,000
Less current portion........................................ 2,525,000 2,225,000
---------- ----------
Long-term debt -- net....................................... $1,967,000 $1,089,000
========== ==========
</TABLE>

Subsequent maturities are $2,225,000 in 1998, $806,000 in 1999 and $283,000
in 2000.

Certain of the borrowings from commercial lenders are collateralized by
certain Company-purchased vans, Company sold franchises, proceeds and
receivables generated by the vans and common stock of the Company's
subsidiaries. The outstanding borrowings under these loans were $2,891,000 and
$1,204,000 at September 30, 1996 and 1997, respectively.

OTHER -- During 1995, the Company financed the purchase of $2,160,000 of
vans and simultaneously leased these vans to the Orange County and Los Angeles
franchises. The Company has recorded notes receivable from the buyers and notes
payable to the finance company of approximately $1,935,000 and $920,000 at
September 30, 1996 and 1997, respectively, with identical repayment terms. The
Company remains liable for the loan until repaid.

F-17
<PAGE> 83
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. INCOME TAXES

For the years ended September 30 1995, 1996 and 1997, the income tax
(provision) benefit consists of the following:

<TABLE>
<CAPTION>
1995 1996 1997
------- ------- ---------
<S> <C> <C> <C>
Current............................................. $(7,000) $(7,000) $ (7,000)
Deferred............................................ -- -- 360,000
------- ------- ---------
Total............................................... $(7,000) $(7,000) $ 353,000
======= ======= =========
</TABLE>

The current income tax provision in each of the years presented consists of
alternative minimum income taxes. The Company did not have any other income tax
expense during the years presented due to utilization of net operating loss
carryforwards. The Company's 1997 deferred income tax benefit of $360,000
results from the establishment of a deferred tax asset through adjustment in the
valuation allowance.

The tax effects of temporary differences which give rise to deferred tax
assets and liabilities as of September 30, 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Deferred gain on sale of subsidiary....................... $ 277,000 --
Deferred revenue.......................................... 90,000 $ 32,000
Accrued expenses.......................................... 1,400,000 877,000
Property and equipment.................................... (83,000) (68,000)
Net operating loss carryforwards.......................... 1,742,000 1,984,000
Other..................................................... 34,000 11,000
Valuation allowance....................................... (3,460,000) (2,476,000)
----------- -----------
Total deferred tax assets................................. $ -- $ 360,000
=========== ===========
</TABLE>

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon generation of future taxable income during the periods in which
those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Based upon projections of
future taxable income, management believes it is more likely than not that the
Company will realize the benefits of these deductible differences, net of the
valuation allowance.

The decrease in the valuation allowance for fiscal 1997 resulted primarily
from the Company's re-evaluation of the realizability of the remaining net
operating loss ("NOL") carryforwards. The Company has NOL carryforwards for
federal income tax purposes of approximately $5,136,000 at September 30, 1997.
These NOLs begin to expire in the year 2002.

5. COMMITMENTS AND CONTINGENCIES

LEASES -- The Company leases certain facilities, vehicles and computer
equipment under operating leases and vehicles and equipment acquired under
capital leases. These leases expire at various dates through 2002.

The related assets under capital leases are reflected in property and
equipment in the accompanying consolidated balance sheets.

F-18
<PAGE> 84
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments (exclusive of property taxes and insurance)
for capital and operating leases for the years ending September 30 are as
follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
---------- ----------
<S> <C> <C>
1998................................................ $ 403,000 $ 402,000
1999................................................ 406,000 307,000
2000................................................ 200,000 148,000
2001................................................ -- 125,000
2002................................................ -- 111,000
---------- ----------
Total............................................... 1,009,000 $1,093,000
==========
Less amount representing interest................... 127,000
----------
Net present value of minimum lease payments......... $ 882,000
==========
</TABLE>

Rent expense was $492,000, $436,000 and $437,000 in 1995, 1996 and 1997,
respectively. Certain of the Company's leases include periodic cost of living
increases and also require the Company to pay its pro rata share of property
taxes and common area expenses.

LITIGATION -- The Company filed a $1,000,000 claim against an insurance
company which previously provided workers' compensation coverage from 1987
through 1991. The Company claims that the insurance company mishandled and
overreserved the Company's workers' compensation claims which increased the
Company's insurance premiums. The insurance company has filed a cross-complaint
in this matter seeking recapture of $652,000, which was paid in dividends to the
Company plus legal fees. The insurance company is in receivership. The Company
intends to vigorously pursue its complaint and defend against the insurance
company's cross-complaint. As of September 30, 1995, the Company had accrued
$652,000 relating to this case. In 1997, the Department of Insurance in
California took over the operation of the insurance company. All litigation
against the insurance company has been stayed and the commissioner has enacted a
formal procedure for processing claims through February 1998. The Company has
submitted its claim and has had limited discussions regarding the resolution of
the case. During 1997, the Company reduced its estimated liability to $500,000;
settlement is anticipated sometime in fiscal 1998.

In 1997, an individual filed a complaint against the Company for an auto
accident in Texas in 1994. The claim amount is estimated to be for up to
$5,000,000. In March 1997, the claimant requested that the Company's insurance
carrier settle for a sum of $500,000, the insurance limits of the policy. The
Company's insurance representative does not believe the claim warrants a
$500,000 settlement, therefore, they have refused to settle the case at the
present time. The Company has not recorded any liability for the claim and
believes it has no liability beyond insurance policy limits.

In addition to the above matters, the Company is subject to various legal
proceedings and claims which arise in the ordinary course of its business.

In the opinion of management, based in part upon the discussions with legal
counsel, the ultimate liability with respect to these actions will not
materially affect the financial position or results of operations of the
Company.

6. OTHER LIABILITIES

During 1995, the Company received a refund of $754,000 for adjusted
workers' compensation premiums from its previous insurance carrier. This amount
has been classified as an unusual item in the fiscal year 1995 financial
statements.

F-19
<PAGE> 85
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In addition to the workers' compensation matter discussed in Note 5,
another claim was outstanding against the Company which alleged premiums owed
under the Company's workers' compensation insurance policy with a second
insurance carrier. On October 22, 1996, the Court signed a stipulation and order
recognizing the agreed-upon settlement between the two parties and setting a
further status conference on May 1, 2000, at which time the settlement between
the two parties will be completed. Under the settlement agreement, the Company
agreed to pay $750,000, of which $100,000 was paid in November 1996. The Company
must pay the remaining sum of $650,000 in 40 equal monthly installments of
$16,250 beginning on or before December 15, 1996 and ending on March 15, 2000.
If the Company misses any of the 40 equal installments, the insurance carrier
may enter judgment against the Company for the entire amount of the $1,213,000
alleged premium owed, plus interest. The Company had accrued $1,213,000 for this
matter as of September 30, 1995. Effective September 30, 1996, the Company
discounted the future payments using a 10 percent interest rate and reduced the
accrual to $650,000 resulting in the recognition of $563,000 of income in 1996
relating to the change in estimated liability. The Company has made all the
required monthly payments since November 1996. In addition to the required
payments, the Company has prepaid one month in advance to insure that no
payments will be missed to avoid the penalty judgement in the settlement.

During 1996, the Company reached a settlement with the City of Los Angeles
relating to a disputed business tax assessment on the Company's operations
within the City. The final tax assessment of $68,000 is payable in 12 monthly
installments, without interest. The lawsuit by the City of Los Angeles has not
been dismissed, but has been removed from the civil calendar pending full
payment of the settlement, at which time the lawsuit will then be dismissed. The
Company had accrued $250,000 for this matter as of September 30, 1995. The
reduction in the accrual as a result of the settlement resulted in the
recognition of $182,000 of income in 1996.

7. EMPLOYEE BENEFIT PLANS

The Company has a non-qualified stock option plan (the "1995 Option Plan")
which provides for the granting of options for up to 445,900 shares of its
common stock to selected directors, officers and employees. At September 30,
1997, the Company had 300,142 options available for grant. A summary of stock
option activity related to the 1995 Option Plan is as follows:

<TABLE>
<CAPTION>
NUMBER
NUMBER OF
OF SHARES EXERCISE
SHARES VESTED PRICE
-------- -------- --------------
<S> <C> <C> <C>
Outstanding, October 1, 1994................... 377,999 302,999 $0.50 - $10.00
Granted/vested............................... 172,000 54,271 5.00 - 9.00
Exercised.................................... (35,000) (35,000) .50
Canceled/expired............................. (90,000) (90,000) 0.50 - 6.00
-------- -------- --------------
Outstanding, September 30, 1995................ 424,999 232,270 5.00 - 10.00
Granted/vested............................... 29,000 14,604 5.00 - 6.00
Canceled/expired............................. (200,000) (35,417) 5.00 - 9.00
-------- -------- --------------
Outstanding, September 30, 1996................ 253,999 211,457 5.00 - 10.00
Granted/vested............................... 29,500 10,750 6.00
Exercised.................................... (6,925) (6,925) .50
Canceled/expired............................. (172,741) (152,199) .50 - 6.50
-------- -------- --------------
Outstanding, September 30, 1997................ 103,833 63,083 $6.00 - $10.00
======== ======== ==============
</TABLE>

In management's opinion, all of these options were issued at or above the
estimated fair value at the date of grant, 68,833 of which have exercise prices
of $6.00 per share.

F-20
<PAGE> 86
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company applies Accounting Principles Board ("APB") No. 25, Accounting
for Stock Issued to Employees, and related interpretations in accounting for its
stock option plan. Accordingly, no compensation expense has been recognized for
its stock-based compensation plan. Had compensation cost for the Company's stock
option plan been determined based upon the fair value at the grant date for
awards under this plan consistent with the methodology prescribed in Statement
of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation, the Company's net income and earnings per share for the years
ended September 30, 1996 and 1997 would have been reduced by approximately
$35,000 and $25,000, respectively, or $.02 and $.01 per share. The fair value of
the options granted during 1996 and 1997 are estimated as $49,000 and $33,000 on
the date of grant using an option-pricing model with the following assumptions:
dividend yield 0 percent, volatility 0 percent and average risk-free interest
rate of 6 percent, assumed forfeiture rate of 0 percent and an average expected
life of four and five years, respectively. The remaining weighted average
contractual life of the options is approximately eight years.

RETIREMENT SAVINGS PLAN -- The Company implemented a 401(k) plan (the
"Plan") during fiscal year 1997 which covers all employees 21 years of age and
over who have completed 6 months of service. Employees may voluntarily
contribute up to 20 percent of pre-tax earnings to the Plan, subject to the
maximum Internal Revenue Service limit. The Company may contribute additional
amounts at its sole discretion. There were no Company contributions during
fiscal year 1997.

8. PREFERRED AND COMMON STOCK

During September 1996, the Company offered for sale up to 1,000,000 shares
of the Company's Class A Common Stock, on a pro rata basis to all of the
Company's stockholders of record of both Class A Common Stock and Series B
Convertible Preferred Stock ("Series B Stock") on September 10, 1996 at a
purchase price of $2.00 per share. During September 1996, a total of 952,508
shares of Class A Common Stock were sold.

The stockholders received the right to rescind, until December 18, 1996,
their purchase of Class A Common Stock. Effective December 18, 1996, the Company
paid approximately $392,000 to four stockholders who elected their right to
rescind the purchase of 196,039 shares of Class A Common Stock in September
1996. The rescinded shares were offered to other stockholders on a pro rata
basis; on December 18, 1996, the Company sold 224,184 shares of Class A Common
Stock for gross proceeds of approximately $450,000.

On June 15, 1995, the Company sold 339,477 shares of Series B Stock for
cash of approximately $2,649,000, net of issuance related expenses of $351,000.
Also, on June 15, 1995, the holders of 82,678 shares of Series A convertible
redeemable preferred stock exchanged their shares for a total of 139,998 shares
of Series B Stock. The Series B Stock is convertible at the option of the holder
at any time into Class A Common Stock at a conversion price of approximately
$6.4025 per share as of September 30, 1997, subject to adjustment under certain
conditions. In addition, the Series B Stock is subject to conversion upon a
public offering and sale of common stock meeting certain offering price
requirements. The Company has reserved 661,676 shares of its common stock for
issuance upon conversion of Series B Stock.

The holders of the Series B Stock may, under certain circumstances, require
the registration of their shares under the Securities Act of 1933. The Series B
Stock is redeemable at the option of the holders upon written receipt from a
majority of the holders at any time after June 15, 2000, at a redemption price
of $8.8371 per share, to be paid in three equal annual installments. Series B
Stock does not accrue dividends. However, the Company is prohibited from paying
a dividend on its common stock without also paying an equivalent dividend on the
Series B Stock.

F-21
<PAGE> 87
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In connection with the issuance of the Series B Stock discussed above, the
Company issued warrants to purchase a total of 106,356 shares of common stock in
connection with the offering. The warrants are exercisable at a price of $6 per
share. Warrants to purchase 56,356 shares of Common Stock are exercisable at any
time until May 1, 2010. Warrants to purchase 50,000 shares of Common Stock are
exercisable at any time until May 1, 2005. The Company has reserved 106,356
shares of its common stock for issuance upon exercise of these warrants.

9. SALE OF OPERATIONS

The Company sold the net assets of its Orange County operation in June 1994
for a note receivable of $1,309,000 and a 4 percent interest in the acquiring
corporation. Terms of the note are for monthly payments of interest only at a
rate of 8.5 percent through June 1995, thereafter the note is payable in 48
equal monthly installments of $32,000, including principal and interest. The
unpaid balance at September 30, 1996 and 1997 was $922,000 and $628,000,
respectively. All unpaid principal and interest is due May 1999. The buyer
concurrently executed a franchise agreement with the Company for Orange County
including service to and from Los Angeles International Airport. The note is
collateralized by substantially all of the assets of the Orange County
operations, the SuperShuttle franchise and the stock of the buyer. The Company
recorded a deferred gain of $989,000 that was recognized on the installment
method. During fiscal year 1996, approximately $237,000 of the deferred gain was
recognized as other income. During fiscal year 1997, the Company determined that
collectibility of the remaining note receivable balance was reasonably assured
and therefore recognized as income the remaining deferred gain balance of
$717,000.

The Company sold the stock of SuperShuttle Los Angeles in September 1994
for a note receivable of $810,000. Terms of the note are for monthly payments of
interest only at a rate of 8.5 percent through September 1995, thereafter the
note is payable in 48 equal monthly installments of $20,000, including principal
and interest. The unpaid balance at September 30, 1996 and 1997 was $617,000 and
$440,000, respectively. All unpaid principal and interest is due September 1,
1999. The buyer concurrently executed a franchise agreement with the Company for
portions of the Los Angeles area including Los Angeles International Airport.
The note is collateralized by the stock of SuperShuttle Los Angeles, and
substantially all the assets and the SuperShuttle franchise of the buyer.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107, Disclosures
About Fair Value of Financial Instruments, requires that the Company disclose
estimated fair values for its financial instruments. Fair value estimates are
made at a specific point in time and are based on relevant market information
and information about the financial instrument; they are subjective in nature
and involve uncertainties, matters of judgement and, therefore, cannot be
determined with precision. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the Company's
entire holdings of a particular instrument. Since the fair value is estimated as
of September 30, 1997, the amounts that will actually be realized or paid in
settlement of the instruments could be significantly different.

For the Company's cash and cash equivalents, the carrying amount is assumed
to be the fair value because of the liquidity of these instruments. The carrying
amount is assumed to be the fair value for accounts receivable, accounts payable
and other accrued expenses because of the short maturity of the portfolios. The
fair value of the Company's notes receivable and long-term debt approximates the
terms in the marketplace under which they could be replaced. Therefore, the fair
value approximates the carrying value of these financial instruments.

F-22
<PAGE> 88
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. RESTATEMENT

Subsequent to the issuance of financial statements for the year ended
September 30, 1997 and for the six-month period ended March 31, 1998
(unaudited), management determined that the Company's investment in Shuttle
Express, Inc. should be accounted for using the equity method rather than
presented as a consolidated subsidiary. In addition, the previously reported
March 31, 1998 unaudited balance sheet has been revised to include the assets
and liabilities of the entities acquired by the Company effective March 31, 1998
(see Note 12). Accordingly, the accompanying financial statements for the year
ended September 30, 1997 and the six-month period ended March 31, 1998
(unaudited), have been restated as follows (in thousands):

<TABLE>
<CAPTION>
MARCH 31, 1998
SEPTEMBER 30, 1997 (UNAUDITED)
---------------------------- ----------------------------
AS PREVIOUSLY AS PREVIOUSLY
BALANCE SHEET REPORTED AS RESTATED REPORTED AS RESTATED
------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Current Assets............................ $ 4,655 $ 4,497 $ 5,230 $ 7,594
Property and Equipment -- net............. 4,876 4,407 3,946 8,139
All Other Assets.......................... 1,119 1,365 3,280 3,823
Goodwill.................................. 0 0 0 18,725
Current Liabilities....................... 6,756 6,569 5,896 11,198
Long Term Debt and other Liabilities...... 1,576 1,382 1,362 2,089
Stockholders' Equity...................... (1,752) (1,752) 1,093 20,889
</TABLE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED MARCH 31, 1998
STATEMENT OF INCOME SEPTEMBER 30, 1997 (UNAUDITED)
------------------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Net Revenues.............................. $33,677 $33,398 $18,225 $16,458
Income from Operations.................... 636 619 636 638
Other Income -- Net....................... 577 589 238 155
Net Income................................ 1,561 1,561 2,880 2,880
</TABLE>

12. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH
PERIODS ENDED MARCH 31, 1997 AND 1998

ORGANIZATION AND BASIS OF PRESENTATION -- The accompanying interim
consolidated financial statements have been prepared by the Company in
accordance with generally accepted accounting principles. Certain disclosures
and information normally included in financial statements have been condensed or
omitted. In the opinion of the management of the Company, these financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation for the interim periods. These
statements should be read in conjunction with the financial statements and notes
thereto for the three years ended September 30, 1997.

a. ACQUISITIONS -- Effective March 31, 1998, the Company acquired all of
the outstanding common stock of Tamarack Transportation, Inc., dba
SuperShuttle Los Angeles ("Tamarack") which is engaged in the business
of providing door-to-door passenger ground transportation in the greater
Los Angeles area, primarily to and from airports. Tamarack was a
SuperShuttle licensee prior to the acquisition. The Company issued
731,621 shares of common stock valued at approximately $4,756,000 as
consideration for the acquisition which is accounted for as a purchase.

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of Preferred Transportation, Inc. dba SuperShuttle Orange
County ("Preferred") which is engaged in the business of providing
door-to-door passenger ground transportation primarily to and from
airports in the Los Angeles and Orange County areas. Preferred was a
SuperShuttle licensee prior to the acquisition. The Company issued
915,570 shares of common stock valued at

F-23
<PAGE> 89
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $5,951,000 as consideration for the acquisition which is
accounted for as a purchase.

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of Southern Shuttle Services, Inc. ("Southern") which is
engaged in the business of providing door-to-door passenger ground
transportation primarily to and from airports in the Miami, Florida
area. Southern was a SuperShuttle licensee of the Company prior to the
acquisition. The Company issued 978,882 shares of common stock as
consideration for the acquisition which is accounted for as a purchase.
The acquisition agreement includes certain provisions which allow the
purchase transaction to be rescinded by the seller if the Company does
not file a registration statement for an initial public offering with
the Securities and Exchange Commission ("SEC") by June 5, 1998, or if
the SEC does not declare the registration statement effective by August
17, 1998, or if the underwritten initial registration statement does not
close by August 31, 1998 at a minimum offering price of $6.50 per share.
The stock issued to effect the transaction has been valued at
approximately $6,363,000 for purchase accounting purposes.

Effective March 31, 1998, the Company acquired all of the outstanding
common stock of the combined companies AAA Wheelchair Wagon Services,
Inc. and Limousines of South Florida, Inc. which are engaged in the
business of providing door-to-door passenger ground transportation
primarily to handicapped individuals and shuttle services to airport
parking facilities and other locations in the Miami and Ft. Lauderdale,
Florida area. The Company issued 419,522 shares of common stock as
consideration for the acquisition which is accounted for as a purchase.
The acquisition agreement includes certain provisions which allows the
purchase transaction to be rescinded by the seller if the Company does
not file a registration statement for an initial public offering with
the SEC by June 5, 1998, or if the SEC does not declare the registration
statement effective by August 17, 1998, or if the underwritten initial
registration statement does not close by August 31, 1998 at a minimum
offering price of $6.50 per share. The stock issued to effect the
transaction has been valued at approximately $2,726,000.

The purchase price of each respective acquisition was allocated based
upon the estimated fair values of net assets and liabilities acquired at
the date of acquisition. Total consideration comprised of 3,045,595
shares of Company common stock was valued at $19,796,000. This resulted
in an excess of purchase price over net assets acquired of $18,725,000,
which is being amortized on a straight-line basis over 40 years. With
the number of airline passengers growing, airport traffic congestion,
limited parking facilities and expensive parking and taxi rates, the
Company believes that the ground transportation industry has an expected
life in excess of 40 years and that the industry will continue as long
as the motor vehicle is an accepted method of transportation. The
Company is still gathering certain information regarding the fair value,
of the vehicles acquired and the possible existence of other assets,
required in order to complete the allocation of the purchase price of
the acquisitions, the Company believes that it is unlikely that there
will be a material change from the preliminary estimates to the final
amounts.

F-24
<PAGE> 90
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Net consideration given, assets acquired and debt and other liabilities
assumed are shown in the table below.

<TABLE>
<S> <C>
Net assets acquired:
Current assets, including $1,346,000 of cash.............. $ 3,662,000
Property and equipment.................................... 4,591,000
Other assets.............................................. 496,000
Goodwill.................................................. 18,725,000
Debt and other liabilities assumed........................ (7,678,000)
-----------
Purchase price.............................................. $19,796,000
===========
</TABLE>

Included in the balance of debt and other liabilities assumed is
$1,172,000 of notes payable and capital lease obligations to the Company,
which were eliminated on the acquisition date.

The following unaudited pro forma information for the periods set forth
below give effect to the transactions as if they had occurred at the
beginning of each period and include adjustments which give effect to
events that are directly attributable to the transactions and which are
expected to have continuing impact. The pro forma information is
presented for informational purposes and is not necessarily indicative of
the results of operations that actually would have been achieved had the
acquisitions been consummated as of that time:

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30, MARCH 31,
1996 1997 1998
------------- ------------- ------------------
(SIX-MONTHS ENDED)
<S> <C> <C> <C>
Net revenues..................... $69,511,000 $74,796,000 $37,943,000
Net income attributable to common
shareholders................... 19,000 2,181,000 3,360,000
Net income per share:
Basic.......................... $ 0.00 $ 0.33 $ 0.51
Diluted........................ $ 0.00 $ 0.33 $ 0.50
</TABLE>

b. STOCK OPTIONS -- A summary of stock option activity related to the 1995
Option Plan is as follows:

<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES EXERCISE
SHARES VESTED PRICE
--------- --------- --------------
<S> <C> <C> <C>
Outstanding, October 1, 1997......... 103,833 63,083 $6.00 - $10.00
Granted/vested..................... 305,000 30,000 6.00
Exercised.......................... -- -- --
Canceled/expired................... (16,583) -- 6.00
-------- ------ --------------
Outstanding, March 31, 1998.......... 392,250 93,083 $6.00 - $10.00
======== ====== ==============
</TABLE>

The 1998 Stock Option Plan (the "1998 Option Plan") was adopted by the
Company's Board of Directors on February 4, 1998. The maximum number of
shares of common stock subject to options that may be outstanding at any
time under the 1998 Option Plan is 1,000,000 shares. As of March 31,
1998, no options have been granted under the 1998 Option Plan.

The Company applies Accounting Principles Board ("APB") No. 25,
Accounting for Stock Issued to Employees, and related interpretations in
accounting for its stock option plans. Accordingly, no compensation
expense has been recognized for its stock-based compensation

F-25
<PAGE> 91
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

plan. Had compensation cost for the Company's stock option plan been
determined based upon the fair value at the grant date for awards under
this plan consistent with the methodology prescribed in Statement of
Financial Accounting Standards ("SFAS") No. 123, Accounting for
Stock-Based Compensation, the Company's net income and earnings per
share for the six month period ended March 31, 1998 would have been
reduced by approximately $240,000 or $.09 per share. The fair value of
the options granted during the six month period ended March 31, 1998 is
estimated as $400,000 or approximately $.06 per share, on the date of
grant using an option-pricing model with the following assumptions:
dividend yield 0 percent, volatility 0 percent, average risk-free
interest rate of 6 percent, assumed forfeiture rate of 0 percent and an
average expected life of four and five years respectively. The remaining
weighted average contractual life of the options is approximately eight
years at March 31, 1998.

c. INCOME TAXES -- The components of the (provision) benefit for income
taxes are as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
---------------------
1997 1998
------- ----------
<S> <C> <C>
Current............................................... $(9,000) $ (389,000)
Deferred.............................................. 9,000 2,476,000
------- ----------
Total................................................. $ -- $2,087,000
======= ==========
</TABLE>

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon generation of future taxable
income during the periods in which those temporary differences become
deductible. In the second quarter of 1998, the Company eliminated its
valuation allowance resulting in net deferred tax assets of $2,447,000.
The valuation allowance was eliminated because the Company has been able
to generate favorable operating results on a more consistent basis and
management believes that it was more likely than not that future taxable
income will be sufficient to permit the Company to utilize the entire
accumulated net operating losses, prior to their expiration, to offset
current and future taxable income.

On March 31, 1998, the Company experienced a change in ownership, as
defined, under Section 382 of the Internal Revenue Code. The effect of
this change in ownership is to place an annual limit of approximately
$700,000 on the use of historic net operating losses accumulated through
March 31, 1998. To the extent that this limit exceeds the actual net
operating loss carryforward used in any taxable year, such excess may be
carried forward to the following year.

d. COMMITMENTS AND CONTINGENCIES -- A claim was filed against the Company
in 1997 with respect to a 1994 auto accident in Texas for which the
Company had not recorded any liability as it believed that there would
be no exposure in excess of insurance policy limits. During 1998, the
Company settled the claim with a cost to the Company of approximately
$60,000, which is recorded in selling, general and administrative
expenses for the six months ended March 31, 1998.

In March 1997, the Company entered into an agreement to sell a radio
frequency that it owned to Tamarack for $200,000 contingent upon
Tamarack obtaining FCC approval to use the frequency. Gain on the sale
was not recognized at the time of agreement because the sale was
contingent upon receiving FCC approval. During the second quarter of
1998, FCC approval was obtained and the transaction was completed
resulting in a gain on sale of

F-26
<PAGE> 92
SUPERSHUTTLE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $200,000 which is included in other income for the six
months ended March 31, 1998.

The Company owns an approximately 15% equity interest in its Washington
D.C. franchisee, Washington Shuttle, Inc. The Company has
unconditionally guaranteed indebtedness of Washington Shuttle, Inc. owed
to First Union National Bank of Virginia with an outstanding balance of
approximately $986,000 at March 31, 1998.

e. LONG-TERM DEBT -- In March 1998, the Company established a secured
revolving line of credit with Imperial Bank of Arizona. The bank line
is for $1.2 million and is secured by the Company's notes receivable
and trade accounts receivable, as well as all other unsecured assets.
The line of credit may be used for acquisitions and working capital.
Loans made under the line of credit shall bear interest at the bank's
prime lending rate plus one percent. The term of the line of credit is
one year and the Company has no borrowings on the line at March 31,
1998. Terms of the line of credit require the Company to maintain
specified net worth and debt coverage ratio.

Since September 30, 1997, the Company has established additional
vehicle and equipment lease lines. The Company established an $800,000
equipment financing line to finance certain capital expenditures. The
finance line includes 48 monthly lease payments which bear interest at
approximately 8 percent per annum.

f. PROFORMA -- In June 1998, the Company entered into an agreement with
the holders of the Series B Convertible Preferred Stock to convert
such stock. The parties have agreed to convert the 479,475 outstanding
Series B Convertible Preferred Stock into 767,160 shares of Common
Stock in accordance with the terms of the Series B Convertible
Preferred Stock. Proforma financial statement information has been
included to reflect the conversion of the 479,475 shares of
outstanding Series B Convertible Preferred Stock into 767,160 shares
of Common Stock.

g. COMMON STOCK -- In February 1998, the Company's stockholders approved
the amendment and restatement of the Company's Certificate of
Incorporation to, among other things, reclassify the Company's Class A
and Class B Common Stock into Common Stock. At such time, there were
no shares of Class B Common Stock outstanding.

h. EMPLOYMENT AGREEMENTS -- Effective March 1, 1998 the Company entered
into three year employment agreements with its president and its chief
financial officer. The agreements include, among other things, certain
salary, severance and non compete provisions.

i. INVESTMENT IN SHUTTLE EXPRESS -- The Company has a 50% interest in
Shuttle Express, Inc. The following summarizes the net assets of
Shuttle Express, Inc. at March 31, 1998, and its operations for the
six-month period ended March 31, 1998.

<TABLE>
<S> <C>
Total Assets................................................ $ 628,000
Total Liabilities........................................... $ 814,000
----------

Net Deficit................................................. $ (186,000)
==========
Net Revenues................................................ $1,767,000
==========
Operating Loss.............................................. $ (181,000)
==========
Net Loss.................................................... $ (196,000)
==========
</TABLE>

F-27
<PAGE> 93

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Preferred Transportation, Inc.
dba SuperShuttle Orange County

We have audited the accompanying balance sheets of Preferred
Transportation, Inc. dba SuperShuttle Orange County (the "Company") as of
December 31, 1996 and 1997, and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1997. 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 audits 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, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1997 and 1996
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 1997, in conformity with generally accepted
accounting principles.

[DELOITTE & TOUCHE LLP]
Phoenix, Arizona
March 20, 1998

F-28
<PAGE> 94

PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

BALANCE SHEETS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)
-----------
<S> <C> <C> <C>
ASSETS (NOTE 4)
CURRENT ASSETS:
Cash and cash equivalents............................ $ 356,229 $ 57,883 $ 242,293
Accounts receivable, net of allowance for doubtful
accounts of $16,463, $17,819 and $20,123 in 1996,
1997 and 1998..................................... 257,504 229,993 131,755
Prepaid expenses and other current assets............ 101,950 192,006 150,233
---------- ---------- ----------
Total current assets......................... 715,683 479,882 524,281
PROPERTY AND EQUIPMENT -- Net (Notes 3, 5 and 6)....... 1,095,760 995,511 852,620
INTANGIBLE ASSETS -- Net of accumulated amortization of
$233,961, $330,196 and $354,256 in 1996, 1997 and
1998................................................. 816,407 720,172 696,112
OTHER ASSETS (Note 9).................................. 73,220 111,592 139,749
---------- ---------- ----------
TOTAL.................................................. $2,701,070 $2,307,157 $2,212,762
========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of notes payable to SuperShuttle
International, Inc. (Note 4)...................... $ 550,453 $ 392,185 $ 397,339
Current portion of capital lease obligations (Note
5)................................................ 515,864 360,185 368,450
Current portion of other notes payable (Note 6)...... 26,984 27,090 28,350
Accounts payable..................................... 292,709 273,545 211,454
Accrued liabilities and deferred revenue............. 304,113 276,056 525,238
Income taxes payable (Note 7)........................ 20,787 32,912 --
---------- ---------- ----------
Total current liabilities.................... 1,710,910 1,361,973 1,530,831
LONG-TERM LIABILITIES:
Notes payable to SuperShuttle International, Inc.
(Note 4).......................................... 334,973 158,268 95,639
Capital lease obligations (Note 5)................... 285,515 231,166 59,275
Other notes payable (Note 6)......................... 78,600 51,509 43,331
---------- ---------- ----------
Total liabilities............................ 2,409,998 1,802,916 1,729,076
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY:
Common stock -- no par value; 1,000,000 shares
authorized; 5,000 shares issued and outstanding... 5,000 5,000 5,000
Retained earnings.................................... 286,072 499,241 478,686
---------- ---------- ----------
Total stockholders' equity................... 291,072 504,241 483,686
---------- ---------- ----------
TOTAL.................................................. $2,701,070 $2,307,157 $2,212,762
========== ========== ==========
</TABLE>

See notes to financial statements.
F-29
<PAGE> 95

PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------ -----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET REVENUES..................... $7,635,847 $8,856,043 $9,240,835 $1,994,389 $2,341,331
DIRECT COST OF REVENUES (Note
8)............................. 4,482,186 4,908,760 5,270,354 1,145,574 1,399,208
---------- ---------- ---------- ---------- ----------
Gross profit.............. 3,153,661 3,947,283 3,970,481 848,815 942,123
OTHER OPERATING EXPENSES......... 1,370,055 1,718,004 1,649,309 379,127 384,134
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES (Note
8)............................. 1,421,749 1,816,772 1,817,885 450,357 515,739
---------- ---------- ---------- ---------- ----------
OPERATING INCOME................. 361,857 412,507 503,287 19,331 42,250
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense............ (174,572) (214,750) (154,761) (43,644) (34,360)
Interest income............. 575 6,571 3,247 949 334
Miscellaneous income
(expenses)................ 25,360 72,361 5,896 1,900 (42,483)
---------- ---------- ---------- ---------- ----------
Other expense -- net...... (148,637) (135,818) (145,618) (40,795) (76,509)
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES............... 213,220 276,689 357,669 (21,464) (34,259)
INCOME TAX (PROVISION) BENEFIT
(Note 7)....................... (86,248) (111,704) (144,500) 8,586 13,704
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS)................ $ 126,972 $ 164,985 $ 213,169 $ (12,878) $ (20,555)
========== ========== ========== ========== ==========
</TABLE>

See notes to financial statements.
F-30
<PAGE> 96

PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND
THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
---------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- --------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1995............................ 5,000 $5,000 $ (5,885) $ (885)
Net income........................................ -- -- 126,972 126,972
----- ------ -------- --------
BALANCE, DECEMBER 31, 1995.......................... 5,000 5,000 121,087 126,087
Net income........................................ -- -- 164,985 164,985
----- ------ -------- --------
BALANCE, DECEMBER 31, 1996.......................... 5,000 5,000 286,072 291,072
Net income........................................ -- -- 213,169 213,169
----- ------ -------- --------
BALANCE, DECEMBER 31, 1997.......................... 5,000 5,000 499,241 504,241
Net loss (unaudited).............................. -- -- (20,555) (20,555)
----- ------ -------- --------
BALANCE, MARCH 31, 1998 (unaudited)................. 5,000 $5,000 $478,686 $483,686
===== ====== ======== ========
</TABLE>

See notes to financial statements.
F-31
<PAGE> 97

PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------- --------------------
1995 1996 1997 1997 1998
---------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income...................................... $ 126,972 $164,985 $213,169 $(12,878) $(20,555)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization........................ 321,885 626,741 546,757 128,490 146,507
(Gain) loss on disposal of property and equipment.... (12,365) 11,520 (5,896) (1,900) 42,483
Changes in operating assets and liabilities:
Accounts receivable................................ (50,687) (43,472) 27,511 41,786 98,238
Prepaid expenses and other current assets.......... 2,295 (20,426) (90,056) 57,603 41,773
Other assets....................................... (24,787) (6,213) (38,372) (5,754) (28,156)
Accounts payable................................... 22,942 35,457 (19,164) 3,982 (62,091)
Accrued liabilities and deferred revenue........... 21,549 54,427 (28,057) 32,781 249,182
Income taxes payable............................... 101,048 (80,261) 12,125 (20,787) (32,912)
---------- -------- -------- -------- --------
Net cash provided by operating activities........ 508,852 742,758 618,017 223,323 434,469
---------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.................... (68,954) (180,109) (12,117) -- (34,143)
Proceeds from disposal of property and equipment....... 26,850 -- 12,011 1,900 12,103
---------- -------- -------- -------- --------
Net cash used in investing activities............ (42,104) (180,109) (106) 1,900 (22,040)
---------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable............................ 63,601 110,910 -- -- --
Principal payments on notes payable.................... (171,041) (327,508) (361,958) (87,970) (64,443)
Principal payments on capital lease obligations........ (135,767) (440,224) (554,299) (123,245) (163,576)
---------- -------- -------- -------- --------
Net cash used in financing activities............ (243,207) (656,822) (916,257) (211,215) (228,019)
---------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..... 223,541 (94,173) (298,346) 14,008 184,410
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR............. 226,861 450,402 356,229 356,229 57,883
---------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR................... $ 450,402 $356,229 $ 57,883 $370,237 $242,293
========== ======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid.......................................... $ 174,318 $214,750 $154,761 $ 27,897 $ 34,360
========== ======== ======== ======== ========
Income taxes paid...................................... $ 800 $159,535 $111,588 $ -- $ 11,013
========== ======== ======== ======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Capital lease obligations.............................. $1,213,033 $248,054 $344,271 $ -- $ --
========== ======== ======== ======== ========
</TABLE>

See notes to financial statements.
F-32
<PAGE> 98

PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND
THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)

1. ORGANIZATION

Preferred Transportation, Inc. dba SuperShuttle Orange County (the
"Company") was incorporated in June 1994 as a California corporation. The
Company is engaged in the business of providing door-to-door passenger ground
transportation to the general public, primarily to and from airports in the Los
Angeles and Orange County areas. Providing ground transportation in most cities
is regulated and requires approval from certain governmental agencies. The
Company uses the SuperShuttle name under a license agreement with SuperShuttle
International, Inc. ("SSI") (Note 8). SSI owns 4 percent of the Company. Revenue
is generated primarily from the general public, and there is no concentration of
sales with any one customer.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS -- The Company considers all highly liquid investments
with original maturities of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT are stated at cost. Depreciation and amortization
are provided for using the straight-line method over the lesser of the estimated
useful lives of the related assets or the lease terms.

INTANGIBLE ASSETS consists of goodwill resulting from the acquisition of
the business in June 1994 and the original franchise fee paid to SSI (Note 8).
Amortization is provided for using the straight-line method over the estimated
useful lives of the related assets, which has been determined to be 10 years.

LONG-LIVED ASSETS and certain identifiable intangibles are reviewed for
impairment whenever events or circumstances indicate the carrying amount of an
asset may not be recoverable.

DEFERRED REVENUE -- Advance payments received for transportation of
passengers are presented in the financial statements as deferred revenue.

INCOME TAXES -- Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes, and
operating loss and tax credit carryforwards. A valuation allowance is provided
when it is more likely than not that some portion or all of the deferred income
tax assets will not be realized.

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 at the date of
the financial statements. Estimates also affect the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

REVENUE RECOGNITION -- Revenues are recognized at the time services are
provided.

F-33
<PAGE> 99
PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

NOTES TO FINANCIAL STATEMENTS -- (Continued)

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 1996 and
1997:

<TABLE>
<CAPTION>
USEFUL
LIVES
(YEARS) 1996 1997
------------- ---------- ----------
<S> <C> <C> <C>
Vehicles and improvements................... 3-5 $ 216,386 $ 205,726
Vehicles under capital leases............... 3 1,461,087 1,805,358
Leasehold improvements...................... Life of Lease 67,840 70,528
Office and computer equipment............... 5-7 72,030 78,138
Shop equipment and car wash................. 5-10 89,617 90,155
Dispatch equipment.......................... 7 17,914 18,534
---------- ----------
Total....................................... 1,924,874 2,268,439
Less accumulated depreciation and
amortization (including $434,184 and
$774,216 for vehicles under capital
leases)................................... 829,114 1,272,928
---------- ----------
Property and equipment -- net............... $1,095,760 $ 995,511
========== ==========
</TABLE>

The lease agreements are personally guaranteed by the stockholders of the
Company.

4. NOTES PAYABLE TO SUPERSHUTTLE INTERNATIONAL, INC.

Notes payable to SSI at December 31, 1996 and 1997 consist of the
following:

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Notes payable to SSI, collateralized by all the Company's
assets and the stock of the stockholders. Interest is
payable at 8.5% per annum. Payable in monthly installments
of principal and interest of $32,339 with the final
installment due in May 1999............................... $843,884 $515,786
Note payable to SSI. The note is due on demand. Interest is
payable at 8.5% per annum................................. 34,667 34,667
Other note payable to SSI................................... 6,875 --
-------- --------
Total....................................................... 885,426 550,453
Less current maturities..................................... 550,453 392,185
-------- --------
Notes payable to SSI, less current portion.................. $334,973 $158,268
======== ========
</TABLE>

Notes payable to SSI at December 31, 1997 are due as follows:

The notes payable are personally guaranteed by the stockholders of the
Company.

F-34
<PAGE> 100
PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

NOTES TO FINANCIAL STATEMENTS -- (Continued)

5. CAPITAL LEASE OBLIGATIONS

The Company leases certain of its vehicles under capital leases which are
payable over three-year terms. Of the total capital lease balance, $285,515 is
payable to SSI. The capital lease obligations are payable as follows at December
31, 1997:

<TABLE>
<S> <C>
1998...................................................... $402,435
1999...................................................... 168,067
2000...................................................... 82,725
--------
Total minimum lease payments.............................. 653,227
Less amount representing interest......................... 61,876
--------
Total..................................................... 591,351
Less current maturities................................... 360,185
--------
Capital lease obligations, less current portion........... $231,166
========
</TABLE>

The lease agreements are personally guaranteed by the stockholders.

6. OTHER NOTES PAYABLE

Other notes payable at December 31, 1996 and 1997 consist of the following:

<TABLE>
<CAPTION>
1996 1997
-------- -------
<S> <C> <C>
Note payable to a bank, collateralized by a vehicle. Payable
in monthly installments of principal and interest of
approximately $1,400, with the final installment due in
April 2001. Interest is payable at the prime rate plus 1%
per annum................................................. $ 53,473 $40,891
Note payable to a bank, collateralized by a vehicle. Payable
in monthly installments of principal and interest of
approximately $1,100, with the final installment due in
May 2001. Interest is payable at the prime rate plus 1%
per annum................................................. 42,401 32,801
Note payable, collateralized by a vehicle. Payable in
monthly installments of principal and interest of $470
with the final installment due in November 1998. Interest
is payable at the rate of 11.5% per annum................. 9,710 4,907
-------- -------
Total....................................................... 105,584 78,599
Less current maturities..................................... 26,984 27,090
-------- -------
Other notes payable, less current portion................... $ 78,600 $51,509
======== =======
</TABLE>

Notes payable at December 31, 1997 are due as follows:

The notes payable are personally guaranteed by the stockholders.

F-35
<PAGE> 101
PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

NOTES TO FINANCIAL STATEMENTS -- (Continued)

7. INCOME TAXES

The components of the Company's provision for income taxes at December 31
consist of the following:

<TABLE>
<CAPTION>
1995 1996 1997
-------- --------- ---------
<S> <C> <C> <C>
Current.......................................... $(98,248) $(118,704) $(146,500)
Deferred......................................... 12,000 7,000 2,000
-------- --------- ---------
Total provision for income taxes................. $(86,248) $(111,704) $(144,500)
======== ========= =========
</TABLE>

The following is a reconciliation, stated as a percentage of pre-tax
income, of the U.S. statutory federal income tax rate to the effective tax rate:

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Federal statutory income tax rate........................... 34.0% 34.0% 34.0%
Increase in taxes resulting from:
State taxes, net of federal benefit....................... 6.2% 6.2% 6.2%
Other..................................................... 0.3% 0.2% 0.2%
---- ---- ----
Effective tax rate.......................................... 40.5% 40.4% 40.4%
==== ==== ====
</TABLE>

The tax effects of temporary differences giving rise to deferred tax assets
are as follows:

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Deferred tax assets:
Accounts receivable....................................... $ 6,500 $ 7,000
Other..................................................... 16,500 18,000
------- -------
Net deferred tax assets..................................... $23,000 $25,000
======= =======
</TABLE>

8. COMMITMENTS AND CONTINGENCIES

LEASES -- The Company leases office space for its corporate office under a
noncancelable operating lease. The lease expires in March 2003. Rent expense for
the years ended December 31, 1995, 1996 and 1997 totaled $138,062, $136,080 and
$146,964, respectively.

The Company has one operating lease for copier equipment. The lease for the
copier expires in February 2002. Lease payments under this equipment lease
totaled $3,662 and $5,711 for the years ended December 31, 1996 and 1997,
respectively.

As of December 31, 1997, future annual minimum lease payments under these
leases are as follows:

<TABLE>
<S> <C>
1998.............................................. $135,473
1999.............................................. 146,732
2000.............................................. 149,972
2001.............................................. 151,052
2002.............................................. 152,340
Thereafter........................................ 38,192
--------
$773,761
========
</TABLE>

FRANCHISE FEES -- The Company pays franchise fees to SSI for the right to
operate using the SuperShuttle name. The Company pays a fee based on the number
of vehicles it operates on a weekly

F-36
<PAGE> 102
PREFERRED TRANSPORTATION, INC.
dba SUPERSHUTTLE ORANGE COUNTY

NOTES TO FINANCIAL STATEMENTS -- (Continued)

basis. Franchise fees totaled $158,578, $181,493 and $184,700, and for the years
ended December 31, 1995, 1996 and 1997, respectively.

LITIGATION -- In the normal course of business, the Company occasionally
becomes a party to litigation. Management believes that the ultimate resolution
of these matters will not have a significant impact on the financial position
and results of operations of the Company.

9. OTHER RELATED PARTY

The balance of other assets at December 31, 1997 includes $25,000 of
prepaid expenses paid to a related party during 1997 and a $10,000 loan made to
a stockholder during 1997. The loan is due upon demand.

10. NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 1997 AND 1998

Effective March 31, 1998, SSI acquired all of the outstanding common stock
of the Company. SSI issued 915,570 shares of common stock valued at
approximately $5,951,000 as consideration for the acquisition which is accounted
for as a purchase. The accompanying unaudited balance sheet at March 31, 1998
reflects the financial position of the Company immediately prior to the
acquisition by SSI.

Franchise fees paid to SSI totaled $46,421 and $46,300 for the three months
ended March 31, 1997 and 1998, respectively.

Notes payable to SSI were $492,978 at March 31, 1998, and capital lease
obligations payable to SSI were $146,640 at March 31, 1998.

In March 1998, bonuses of $150,000 were paid to certain officers.

The stockholders have personally guaranteed certain indebtedness of the
Company. As of March 31, 1998, the balance of such guaranteed indebtedness was
approximately $1.0 million.

In connection with the acquisition, SSI entered into a three-year
employment agreement, effective March 31, 1998 with the President of the Company
pursuant to which the President will be employed by SSI as President of
Preferred. The agreement includes, among other things, certain salary, severance
and noncompete provisions.

F-37
<PAGE> 103

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of
Tamarack Transportation, Inc. dba SuperShuttle Los Angeles

We have audited the accompanying balance sheets of Tamarack Transportation,
Inc. dba SuperShuttle Los Angeles (the "Company") as of September 30, 1996 and
1997 and the related statements of operations, stockholder's equity, and cash
flows for each of the three years in the period ended September 30, 1997. 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.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of September 30, 1996 and
1997, and the results of its operations and its cash flows for each of the three
years in the period ended September 30, 1997, in conformity with generally
accepted accounting principles.

[DELOITTE & TOUCHE LLP]
Los Angeles, California
March 23, 1998

F-38
<PAGE> 104

TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

BALANCE SHEETS
SEPTEMBER 30, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS (NOTE 4)
CURRENT ASSETS:
Cash and cash equivalents (Note 2)................... $ 595,949 $ 578,107 $ 453,642
Accounts receivable, less allowance for doubtful
accounts of $1,151, $0 and $2,787 in 1996, 1997
and 1998.......................................... 225,930 206,427 202,943
Prepaid expenses and other current assets............ 152,858 167,619 171,232
---------- ---------- ----------
Total current assets......................... 974,737 952,153 827,817
PROPERTY AND EQUIPMENT, Net (Notes 2, 3, 5 and 6)...... 1,480,098 1,401,012 1,084,355
INTANGIBLE ASSETS, Net of accumulated amortization of
$3,474, $5,142 and $5,976 in 1996, 1997 and 1998
(Note 2)............................................. 21,526 19,858 19,024
OTHER ASSETS........................................... 25,491 14,895 7,678
---------- ---------- ----------
TOTAL.................................................. $2,501,852 $2,387,918 $1,938,874
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of notes payable to SuperShuttle
International, Inc. (Note 4)...................... $ 208,273 $ 210,341 $ 210,341
Current portion of capital lease obligations (Note
5)................................................ 508,275 557,082 557,082
Current portion of notes payable (Note 6)............ 4,747 19,194 19,194
Accounts payable..................................... 180,114 273,365 201,369
Accrued liabilities and deferred revenue (Note 2).... 352,904 449,136 415,631
Income taxes payable (Notes 2 and 7)................. 139,457 -- 48,129
---------- ---------- ----------
Total current liabilities.................... 1,393,770 1,509,118 1,451,746
LONG-TERM LIABILITIES:
Notes payable to SuperShuttle International, Inc.
(Note 4).......................................... 439,543 229,202 126,289
Capital lease obligations (Note 5)................... 499,851 432,618 81,059
Notes payable (Note 6)............................... -- 59,793 50,399
Deferred taxes (Note 7).............................. -- 3,455 3,455
---------- ---------- ----------
Total liabilities............................ 2,333,164 2,234,186 1,712,948
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDER'S EQUITY:
Common stock -- no par value; 100,000 shares
authorized; 5,000 shares issued and outstanding... 4,500 4,500 4,500
Retained earnings.................................... 164,188 149,232 221,426
---------- ---------- ----------
Total stockholder's equity................... 168,688 153,732 225,926
---------- ---------- ----------
TOTAL.................................................. $2,501,852 $2,387,918 $1,938,874
========== ========== ==========
</TABLE>

See notes to financial statements.
F-39
<PAGE> 105

TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED SEPTEMBER 30, MARCH 31,
------------------------------------ -----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET REVENUES......................... $8,823,017 $8,818,292 $8,633,032 $4,092,301 $4,267,322
DIRECT COST OF REVENUES.............. 5,108,667 4,812,009 5,024,199 2,411,038 2,486,039
---------- ---------- ---------- ---------- ----------
GROSS PROFIT......................... 3,714,350 4,006,283 3,608,833 1,681,263 1,781,283
OTHER OPERATING EXPENSES............. 1,899,921 1,666,004 1,887,689 906,277 880,771
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 1,704,157 1,847,415 1,560,991 606,120 714,051
---------- ---------- ---------- ---------- ----------
OPERATING INCOME..................... 110,272 492,864 160,153 168,866 186,461
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense (Notes 4 and 6)... (159,982) (175,941) (163,217) (75,576) (68,902)
Interest income.................... 798 2,565 5,280 2,098 2,764
Miscellaneous (expense) income..... 50,507 (25,440) (27,200) -- --
---------- ---------- ---------- ---------- ----------
Total other expense........ (108,677) (198,816) (185,137) (73,478) (66,138)
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES....................... 1,595 294,048 (24,984) 95,388 120,323
(BENEFIT) PROVISION FOR INCOME TAXES
(Notes 2 and 7).................... 1,996 118,025 (10,028) 38,155 48,129
---------- ---------- ---------- ---------- ----------
NET (LOSS) INCOME.................... $ (401) $ 176,023 $ (14,956) $ 57,233 $ 72,194
========== ========== ========== ========== ==========
</TABLE>

See notes to financial statements.
F-40
<PAGE> 106

TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

STATEMENTS OF STOCKHOLDER'S (DEFICIT) EQUITY
YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 AND
SIX MONTHS ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
(ACCUMULATED
COMMON STOCK DEFICIT)
---------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ ------------ --------
<S> <C> <C> <C> <C>
BALANCES, OCTOBER 1, 1994......................... 5,000 $4,500 $(11,434) $ (6,934)
Net loss........................................ -- -- (401) (401)
----- ------ -------- --------
BALANCES, SEPTEMBER 30, 1995...................... 5,000 4,500 (11,835) (7,335)
Net income...................................... -- -- 176,023 176,023
----- ------ -------- --------
BALANCES, SEPTEMBER 30, 1996...................... 5,000 4,500 164,188 168,688
Net loss........................................ -- -- (14,956) (14,956)
----- ------ -------- --------
BALANCES, SEPTEMBER 30, 1997...................... 5,000 4,500 149,232 153,732
Net income (unaudited).......................... -- -- 72,194 72,194
----- ------ -------- --------
BALANCES, MARCH 31, 1998 (Unaudited).............. 5,000 $4,500 $221,426 $225,926
===== ====== ======== ========
</TABLE>

See notes to financial statements.
F-41
<PAGE> 107

TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED SEPTEMBER 30, MARCH 31,
--------------------------------- ---------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $ (401) $ 176,023 $ (14,956) $ 57,233 $ 72,194
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation and amortization................ 465,305 585,031 692,387 227,394 320,968
Provision for deferred taxes................. (5,604) (18,255) 31,542 -- --
Loss (gain) on sale of property and
equipment.................................. (41,975) 25,438 27,200 -- --
Changes in operating assets and liabilities:
Accounts receivable........................ (41,376) (33,462) 19,503 66,502 3,484
Prepaid expenses and other current
assets.................................. 75,282 (63,158) (46,303) (124,055) (3,613)
Other assets............................... (20,000) (2,744) 10,596 8,474 7,217
Accounts payable........................... 37,098 40,652 93,251 660 (71,996)
Accrued liabilities and deferred revenue... 100,267 (81,951) 96,232 (22,061) (33,505)
Income taxes............................... 3,283 131,260 (136,002) (91,328) 48,129
--------- --------- --------- --------- ---------
Net cash provided by operating
activities............................ 571,879 758,834 773,450 122,819 342,878
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............ (202,788) (157,130) (101,518) (7,592) (3,477)
Proceeds from sale of property and equipment... 119,355 105,939 6,479 2,320 --
--------- --------- --------- --------- ---------
Net cash used in investing activities... (83,433) (51,191) (95,039) (5,272) (3,477)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable..................... 84,996
Principal payments on notes payable............ (202,141) (314,518) (219,029) (109,685) (112,307)
Principal payments on capital lease
obligations.................................. (119,534) (342,607) (562,220) (231,414) (351,559)
--------- --------- --------- --------- ---------
Net cash used in financing activities... (321,675) (657,125) (696,253) (341,099) (463,866)
--------- --------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................... 166,771 50,518 (17,842) (223,552) (124,465)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR..... 378,660 545,431 595,949 595,949 578,107
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR........... $ 545,431 $ 595,949 $ 578,107 $ 372,397 $ 453,642
========= ========= ========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid.................................. $ 146,418 $ 189,403 $ 163,217 $ 75,576 $ 68,902
========= ========= ========= ========= =========
Income taxes paid.............................. $ 26,637 $ 3,360 $ 125,000 $ 125,000 $ 800
========= ========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES -- Capital lease
obligations.................................... $ 946,166 $ 524,101 $ 543,794 $ -- $ --
========= ========= ========= ========= =========
</TABLE>

See notes to financial statements.
F-42
<PAGE> 108

TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 AND
SIX MONTHS ENDED MARCH 30, 1998 (UNAUDITED)

1. ORGANIZATION

Tamarack Transportation, Inc. dba SuperShuttle Los Angeles (the "Company")
was incorporated in April 1994 as a California corporation. The Company is
engaged in the business of providing door-to-door passenger ground
transportation in the greater Los Angeles area, primarily to and from airports.
Providing ground transportation in most cities is regulated and requires
approval from certain governmental agencies. The Company uses the SuperShuttle
name under a license agreement with SuperShuttle International, Inc. ("SSI")
(see Note 8). Revenue is generated from the general public, and there is no
concentration of sales with any one customer.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid
investments with remaining maturities at the time of purchase of three months or
less to be cash equivalents.

PROPERTY AND EQUIPMENT -- Property and equipment are stated at cost.
Depreciation and amortization are provided for using accelerated and
straight-line methods over the lesser of the estimated useful lives of the
related assets or the lease terms.

INTANGIBLE ASSETS -- Intangible assets consist of the original franchise
fee paid to SSI (see Note 8). Amortization is provided for using the
straight-line method over the life of the franchise license, which is 15 years.

DEFERRED REVENUE -- Advance payments received for transportation of
passengers are presented in the financial statements as deferred revenue.

REVENUE RECOGNITION -- Revenues are recognized at the time services are
performed.

RECLASSIFICATIONS -- Certain reclassifications have been made to the prior
year's financial statements to conform to the 1997 presentation.

F-43
<PAGE> 109
TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
USEFUL LIVES 1996 1997
------------- ---------- ----------
<S> <C> <C> <C>
Vehicles and improvements.................... 3 - 5 $ 480,928 $ 508,431
Vehicles under capital leases................ 3 1,470,267 2,014,061
Leasehold improvements....................... Life of lease 213,542 215,245
Office and computer equipment................ 5 82,515 90,679
Shop equipment and car wash.................. 5 122,072 125,102
Dispatch equipment........................... 5 52,501 56,226
---------- ----------
2,421,825 3,009,744
Less accumulated depreciation and
amortization (including $517,164 and
$1,021,754 for vehicles under capital
leases).................................... 941,727 1,608,732
---------- ----------
$1,480,098 $1,401,012
========== ==========
</TABLE>

4. NOTES PAYABLE TO SUPERSHUTTLE INTERNATIONAL, INC.

Notes payable to SSI consist of the following:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Note payable to SSI, secured by all of the Company's assets
and the stock of the stockholder. Interest is payable at
8.5% per annum. Payable in monthly installments of
principal and interest of $20,003 with the final
installment due in September 1999......................... $ 647,816 $ 439,543
Less current maturities..................................... 208,273 210,341
---------- ----------
Note payable -- long-term................................... 439,543 229,202
========== ==========
</TABLE>

Notes payable to SSI at September 30, 1997 are due as follows:

The notes payable are personally guaranteed by the stockholder.

5. CAPITAL LEASE OBLIGATIONS

The Company leases certain of its vehicles from SSI and Felco Commercial
Services under capital leases that are payable over three-year terms. The
capital lease obligations are payable as follows at September 30, 1997:

<TABLE>
<S> <C>
1998............................................. $ 640,508
1999............................................. 336,209
2000............................................. 134,162
----------
Total minimum lease payments..................... 1,110,879
Less amount representing interest................ 121,179
----------
Present value of minimum lease payments.......... 989,700
Less current portion............................. 557,082
----------
$ 432,618
==========
</TABLE>

The lease agreements are personally guaranteed by the stockholder.

F-44
<PAGE> 110
TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
1996 1997
------ -------
<S> <C> <C>
Note payable, secured by vehicles. Payable in monthly
installments of principal and interest of $2,111 with the
final installment due in May 2001. Interest accrues at
8.75% per annum........................................... -- $78,987
Note payable, secured by equipment. Payable in monthly
installments of principal and interest of $634 with the
final installments due in May 1997. Interest accrued at
18.14% per annum.......................................... $4,747 --
------ -------
4,747 78,987
Less current maturities..................................... 4,747 19,194
------ -------
$ -- $59,793
====== =======
</TABLE>

The notes payable are personally guaranteed by the stockholder.

7. INCOME TAXES

The components of the Company's provision (benefit) for income taxes
consist of the following:

<TABLE>
<CAPTION>
1995 1996 1997
------- -------- --------
<S> <C> <C> <C>
Current:
Federal........................................... $ 5,852 $106,813 $(33,573)
State............................................. 1,749 29,467 (7,997)
------- -------- --------
Total current....................................... 7,601 136,280 (41,570)
------- -------- --------
Deferred:
Federal........................................... (4,318) (16,134) 25,869
State............................................. (1,287) (2,121) 5,673
------- -------- --------
Total deferred...................................... (5,605) (18,255) 31,542
------- -------- --------
Total............................................... $ 1,996 $118,025 $(10,028)
======= ======== ========
</TABLE>

The following is a reconciliation, stated as a percentage of pretax income,
of the statutory federal income tax rate to the effective tax rate:

<TABLE>
<CAPTION>
1995 1996 1997
----- ---- -----
<S> <C> <C> <C>
Federal statutory income tax rate........................... 35.0% 35.0% (35.0)%
Increases (reductions) in taxes resulting from:
State taxes, net of federal benefit....................... 19.1% 6.1% (6.1)%
Other..................................................... 71.0% (1.0)% 1.0%
----- ---- -----
Effective tax rate.......................................... 125.1% 40.1% (40.1)%
===== ==== =====
</TABLE>

The tax effects of temporary differences giving rise to deferred income tax
(liabilities) assets are as follows:

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Deferred income tax assets:
Accounts receivable....................................... $ 498 --
Capital leases............................................ 23,825 $(1,128)
State income taxes........................................ 7,983 (2,327)
Property and equipment.................................... (4,220) --
------- -------
Net deferred income tax (liabilities) assets................ $28,086 $(3,455)
======= =======
</TABLE>

F-45
<PAGE> 111
TAMARACK TRANSPORTATION, INC.
dba SUPERSHUTTLE LOS ANGELES

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

8. COMMITMENTS AND CONTINGENCIES

LEASES -- The Company leases office space and equipment for its corporate
office under noncancelable operating leases. As of September 30, 1997, future
annual minimum lease payments under these leases are $73,138.

Rent expense for the years ended September 30, 1995, 1996 and 1997 totaled
$157,121, $163,812 and $163,812, respectively.

FRANCHISE FEES -- The Company pays franchise fees to SSI for the right to
operate using the SuperShuttle name. The Company pays a fee based on the number
of vehicles it operates on a weekly basis. Franchise fees totaled $240,159,
$242,029 and $244,836 in 1995, 1996 and 1997, respectively.

9. NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIODS ENDED
MARCH 31, 1997 AND 1998

Effective March 31, 1998, SSI acquired all of the outstanding common stock
of the Company. SSI issued 731,621 shares of common stock valued at
approximately $4,756,000 as consideration for the acquisition which is accounted
for as a purchase. The accompanying unaudited balance sheet at March 31, 1998
reflects the financial position of the Company immediately prior to the
acquisition by SSI.

Franchise fees paid to SSI totaled $123,850 and $116,620 for the six months
ended March 31, 1997 and 1998, respectively.

Notes payable to SSI were $336,630 at March 31, 1998 and capital leases
obligations payable to SSI were $228,980 at March 31, 1998.

In March 1998, bonuses of $100,000 were paid to management.

The President has personally guaranteed certain indebtedness of the
Company. As of March 31, 1998, the balance of such guaranteed indebtedness was
approximately $1.0 million.

In connection with the acquisition, SSI entered into a three-year
employment agreement, effective March 31, 1998, with the President of the
Company pursuant to which the President will be employed by SSI as President of
Tamarack. The agreement includes, among other things, certain salary, severance
and noncompete provisions.

F-46
<PAGE> 112

INDEPENDENT AUDITORS' REPORT

Board of Directors
Southern Shuttle Services, Inc.
Miami, Florida

We have audited the accompanying balance sheets of Southern Shuttle
Services, Inc. (the "Company") as of December 31, 1996 and 1997, and the related
statements of income, stockholders' equity, and cash flows for the years 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 audits.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1996 and 1997,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

[DELOITTE & TOUCHE LLP]
Phoenix, Arizona
March 17, 1998

F-47
<PAGE> 113

SOUTHERN SHUTTLE SERVICES, INC.

BALANCE SHEETS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................ $ 363,369 $ 256,471 $ 147,551
Trade accounts receivable............................ 218,259 130,796 162,858
Advances due from affiliates (Note 7)................ -- 60,000 69,000
Prepaid expenses and other........................... 2,024 48,211 48,359
---------- ---------- ----------
Total current assets......................... 583,652 495,478 427,768
---------- ---------- ----------
PROPERTY AND EQUIPMENT (Note 2):
Vehicles............................................. 2,157,627 2,573,640 2,573,640
Equipment............................................ 366,560 428,761 433,127
Leasehold improvements............................... 339,062 348,703 348,703
---------- ---------- ----------
Total........................................ 2,863,249 3,351,104 3,355,470
Less accumulated depreciation and amortization....... 2,143,414 2,435,691 2,539,367
---------- ---------- ----------
Property and equipment -- net................ 719,835 915,413 816,103
---------- ---------- ----------
PROPERTY HELD FOR SALE (Notes 2 and 7)................. 106,200 106,200
DEFERRED INCOME TAXES (Note 3)......................... 150,000 85,000 65,000
INTANGIBLES AND OTHER ASSETS........................... 368,644 297,124 281,392
---------- ---------- ----------
TOTAL.................................................. $1,822,131 $1,899,215 $1,696,463
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable..................................... $ 77,531 $ 34,126 $ 40,715
Accrued wages, benefits and other.................... 203,100 224,069 346,577
Current portion of long-term debt (Note 2)........... 421,933 510,041 446,807
Income taxes payable................................. 464,000 528,022 458,722
---------- ---------- ----------
Total current liabilities.................... 1,166,564 1,296,258 1,292,821
LONG-TERM DEBT -- Net of current portion (Note 2)...... 133,298 314,355 245,273
OTHER LIABILITY (Note 4)............................... 380,000 -- --
---------- ---------- ----------
Total liabilities............................ 1,679,862 1,610,613 1,538,094
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)
STOCKHOLDERS' EQUITY (Note 6):
Common stock, $1.00 par value; authorized, 500
shares; issued and outstanding, 100 shares........ 100 100 100
Retained earnings.................................... 310,169 496,502 158,269
---------- ---------- ----------
Total stockholders' equity................... 310,269 496,602 158,369
Advances due from stockholders (Notes 7 and 9)....... (168,000) (208,000) --
---------- ---------- ----------
Stockholders' equity -- net.................. 142,269 288,602 158,369
---------- ---------- ----------
TOTAL.................................................. $1,822,131 $1,899,215 $1,696,463
========== ========== ==========
</TABLE>

See notes to financial statements.

F-48
<PAGE> 114

SOUTHERN SHUTTLE SERVICES, INC.

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------ ------------------------
1996 1997 1997 1998
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET REVENUES.............................. $9,486,327 $9,371,629 $2,248,477 $2,452,739
DIRECT COST OF REVENUES (Notes 4 and 7)... 5,466,074 5,403,980 1,310,250 1,436,196
---------- ---------- ---------- ----------
Gross profit......................... 4,020,253 3,967,649 938,227 1,016,543
OTHER OPERATING EXPENSES.................. 1,660,489 1,858,057 492,960 427,191
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (Note 7)....................... 1,576,102 1,635,129 378,334 690,694
LITIGATION EXPENSE (Note 4)............... 380,000 -- -- --
---------- ---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS............. 403,662 474,463 66,933 (101,342)
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest and other income (expense) --
net.................................. 9,050 (7,734) -- 4,433
Interest expense........................ (110,786) (64,596) (23,678) (14,124)
---------- ---------- ---------- ----------
Other expense -- net................. (101,736) (72,330) (23,678) (9,691)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES......... 301,926 402,133 43,255 (111,033)
PROVISION (BENEFIT) FOR INCOME TAXES (Note
3)...................................... 121,000 161,000 17,000 (43,300)
---------- ---------- ---------- ----------
NET INCOME (LOSS)......................... $ 180,926 $ 241,133 $ 26,255 $ (67,733)
========== ========== ========== ==========
</TABLE>

See notes to financial statements.

F-49
<PAGE> 115

SOUTHERN SHUTTLE SERVICES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1997 AND
THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
---------------
NUMBER
OF PAR RETAINED STOCKHOLDERS'
SHARES VALUE EARNINGS EQUITY
------ ----- --------- -------------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996.......................... 100 $100 $ 129,243 $ 129,343
Net income...................................... -- -- 180,926 180,926
--- ---- --------- ---------
BALANCE, DECEMBER 31, 1996........................ 100 100 310,169 310,269
Distribution (Note 7)........................... -- -- (54,800) (54,800)
Net income...................................... 241,133 241,133
--- ---- --------- ---------
BALANCE, DECEMBER 31, 1997........................ 100 100 496,502 496,602
Distribution (Note 9) (unaudited)............... -- -- (270,500) (270,500)
Net income (loss) (unaudited)................... -- -- (67,733) (67,733)
--- ---- --------- ---------
BALANCE, MARCH 31, 1998 (unaudited)............... 100 $100 $ 158,269 $ 158,369
=== ==== ========= =========
</TABLE>

See notes to financial statements.

F-50
<PAGE> 116

SOUTHERN SHUTTLE SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
----------------------- ----------------------
1996 1997 1997 1998
---------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $ 180,926 $ 241,133 $ 26,255 $ (67,733)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization......................... 602,398 531,267 79,745 119,408
(Gain) loss on sale of property and equipment......... (9,050) 13,558 -- --
Deferred income taxes................................. (150,000) 65,000 -- 20,000
Changes in operating assets and liabilities:
Trade accounts receivable.......................... 19,685 87,463 (50,856) (32,062)
Prepaid expenses and other......................... 25,473 (46,187) (18,775) (148)
Other assets....................................... (10,500) 7,634 -- --
Accounts payable................................... 27,531 (43,405) 1,562 6,589
Accrued liabilities................................ 2,100 21,700 22,956 (122,508)
Income taxes payable............................... 233,913 64,022 (19,478) (69,300)
Other liability.................................... 380,000 -- -- --
---------- --------- --------- ---------
Net cash provided by operating activities........ 1,302,476 942,185 41,409 99,262
---------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to stockholders and affiliates................. (823,000) (225,000) (25,000) (106,500)
Repayment of stockholder advances....................... 655,000 125,000 100,000 35,000
Purchases of property and equipment..................... (75,171) (792,717) (638,064) (4,366)
Proceeds from sale of property and equipment............ 11,075 10,000 -- --
---------- --------- --------- ---------
Net cash used in investing activities............ (232,096) (882,717) (563,064) (75,866)
---------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt.................... (899,251) (741,407) (140,914) (132,316)
Proceeds from borrowings on long-term debt.............. -- 629,841 543,000 --
Distributions paid...................................... -- (54,800) -- --
---------- --------- --------- ---------
Net cash (used in) provided by financing
activities..................................... (899,251) (166,366) 402,086 (132,316)
---------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...... 171,129 (106,898) (119,569) (108,920)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............ 192,240 363,369 363,369 256,471
---------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................. $ 363,369 $ 256,471 $ 243,800 $ 147,551
========== ========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION -- Cash
paid during the period for:
Interest................................................ $ 110,786 $ 59,596 $ 23,678 $ 14,124
========== ========= ========= =========
Taxes................................................... $ 54,732 $ 31,978 $ -- $ --
========== ========= ========= =========
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Forgiveness of advances due from stockholder............ $ 270,500
=========
Other liability converted to note payable............... $ 380,000 $ -- $ --
========= ========= =========
</TABLE>

See notes to financial statements.
F-51
<PAGE> 117

SOUTHERN SHUTTLE SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND
THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- Southern Shuttle Services, Inc. (the "Company"), a Florida
corporation, commenced operations in March 1993 when the Company purchased
certain assets from an airport shuttle operation in Miami, Florida.

The Company is engaged in the business of providing door-to-door passenger
ground transportation to the general public, primarily in Miami, Florida.
Providing ground transportation in most cities is regulated and requires
approval from certain governmental agencies. The Company uses the SuperShuttle
name under a license agreement with SuperShuttle International, Inc. ("SSI")
(Note 4). Revenue is generated primarily from the general public, and there is
no concentration of sales with any one customer.

CASH AND CASH EQUIVALENTS include all cash and highly liquid investment
securities with original maturities of three months or less.

PROPERTY AND EQUIPMENT are stated at cost. Depreciation and amortization of
property and equipment are provided for on the double declining balance method
over the following estimated useful lives:

<TABLE>
<S> <C>
Vehicles.................................................... 3 years
Equipment................................................... 5 to 7 years
Leasehold improvements...................................... Term of lease
</TABLE>

The Company capitalizes expenditures that materially increase asset lives
and charges ordinary maintenance and repairs to operations as incurred. When
assets are disposed of, the costs and related accumulated depreciation and
amortization are removed from the accounts and any resulting gain or loss is
included in income.

PROPERTY HELD FOR SALE is stated at the lower of cost or estimated
realizable value.

INTANGIBLES AND OTHER ASSETS consist of a $100,000 bond required by the
Airport Contract with Dade County Aviation Department (Note 4) and intangible
assets (primarily relating to the Airport Contract) purchased in 1993 when the
Company was formed. Intangible assets are being amortized on the straight-line
basis over eight years.

LONG-LIVED ASSETS and certain identifiable intangibles are reviewed for
impairment whenever events or circumstances indicate the carrying amount of an
asset may not be recoverable.

REVENUES are recognized at the time services are performed.

F-52
<PAGE> 118
SOUTHERN SHUTTLE SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

2. LONG-TERM DEBT

Long-term debt consists of the following at December 31:

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Borrowings from commercial lender, monthly payments of
principal plus interest at 7.5% to 9.25%, maturing through
2000, collateralized by vehicles.......................... $446,681 $524,521
Settlement note payable (Note 4), interest imputed at 8.5%,
with monthly principal and interest payments of $16,667
through February 1999..................................... -- 214,063
Borrowings from commercial lender, monthly payments of
principal plus interest at prime plus 1%, maturing through
2011, collateralized by land and building held for sale... -- 85,812
Note payable, repaid during 1997............................ 48,883 --
Borrowings from stockholder, repaid during 1997............. 59,667 --
-------- --------
Total....................................................... 555,231 824,396
Less current portion........................................ 421,933 510,041
-------- --------
Long-term debt -- net....................................... $133,298 $314,355
======== ========
</TABLE>

Annual maturities of long-term debt are $510,041 (1998), $224,478 (1999),
$23,133 (2000), $6,356 (2001), $6,356 (2002) and $54,032 thereafter.

Certain shareholders have personally guaranteed the indebtedness of the
Company.

3. INCOME TAXES

For the years ended December 31, the income tax (benefit) provision
consists of the following:

<TABLE>
<CAPTION>
1996 1997
--------- --------
<S> <C> <C>
Current............................................... $ 271,000 $ 96,000
Deferred.............................................. (150,000) 65,000
--------- --------
Total................................................. $ 121,000 $161,000
========= ========
</TABLE>

Deferred income taxes of $150,000 and $85,000 at December 31, 1996 and
1997, respectively, consist of the difference between the tax basis of the
settlement note payable (Note 2) and its financial reporting amount.

The following is a reconciliation, stated as a percentage of pre-tax
income, of the U.S. statutory federal income tax rate to the effective tax rate:

<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Federal statutory income tax rate........................... 35.0% 35.0%
Increase in taxes resulting from state taxes -- net of
federal benefit........................................... 5.1% 5.0%
---- ----
Effective tax rate.......................................... 40.1% 40.0%
==== ====
</TABLE>

F-53
<PAGE> 119
SOUTHERN SHUTTLE SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. COMMITMENTS AND CONTINGENCIES

LEASES -- The Company leases certain facilities (Note 7) and vehicles under
noncancelable operating leases. These leases expire at various dates through
2001.

Future minimum lease payments (exclusive of property taxes and insurance)
for operating leases for the years ending December 31 are approximately as
follows:

<TABLE>
<S> <C>
1998.............................................. $180,000
1999.............................................. 169,000
2000.............................................. 140,000
2001.............................................. 120,000
--------
Total............................................. $609,000
========
</TABLE>

Rent expense for facilities was $158,000 and $159,000 in 1996 and 1997,
respectively. Certain of the Company's leases include periodic cost of living
increases and also require the Company to pay its pro rata share of property
taxes and common area expenses.

FRANCHISE FEES -- The Company pays franchise fees to SSI for the right to
operate using the SuperShuttle name. The Company pays a fee based on the number
of vehicles it operates on a weekly basis. Franchise fees totaled $154,000 and
$158,000 in 1996 and 1997, respectively.

AIRPORT CONTRACT -- The Company has an exclusive agreement with the Dade
County Aviation Department ("Dade County") to provide shuttle services to the
Miami International Airport. The term of the contract is for four years expiring
December 31, 1996, with four one year renewal options. The options to extend
service are at the option of Dade County. The agreement includes a revenue
sharing provision with Dade County. Under the provision, the Company is required
to pay a percentage of certain monthly revenues with a guaranteed monthly
minimum payment based upon passenger volume. The Company paid $562,000 and
$557,000 in 1996 and 1997, respectively.

LITIGATION -- In 1993, an individual filed a complaint against the Company
for an auto accident in Florida. During 1996, the Company recorded a $380,000
liability for amounts expected to be paid by the Company in excess of insurance
policy limits. In August 1997, the Company reached a settlement agreement under
which the Company and the Company's insurance carrier each paid $100,000. In
addition, the Company is required to make monthly payments of $16,667 beginning
in September 1997 through February 1999. The future payments were discounted
using an interest rate of 8.5 percent and the discounted amount of approximately
$280,000 was reclassified to a note payable during the year ended December 31,
1997.

The Company is subject to various other legal proceedings and claims which
arise in the ordinary course of its business, including one claim where the
plaintiffs are seeking a settlement that could substantially exceed the
Company's insurance coverage limits. In the opinion of management, based in part
upon the discussions with legal counsel, the ultimate liability with respect to
these actions will not materially affect the financial position, liquidity or
results of operations of the Company.

F-54
<PAGE> 120
SOUTHERN SHUTTLE SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. EMPLOYEE BENEFIT PLANS

The Company leases all its employees from Vincam Human Resources, Inc.
("Vincam"). Under the agreement, Vincam provides all employee benefits as well
as worker's compensation insurance for the Company. Vincam implemented a 401(k)
plan (the "Plan") during fiscal year 1997 which covers all employees 21 years of
age and over who have completed six months of service. Employees may voluntarily
contribute up to 15 percent of pre-tax earnings to the Plan, subject to the
maximum Internal Revenue Service limit. The Company may contribute additional
amounts at its sole discretion. The Company contributed $9,896 in 1997.

6. EQUITY

Under an agreement made in December 1993, three stockholders were each
granted the option to purchase 133 1/3 shares of common stock for $1 per share.
The options are exercisable and expire in March 2003.

7. RELATED PARTIES

In connection with the formation of the Company in 1993, the Company
borrowed $527,000 from a stockholder at an annual interest rate of 18 percent.
The loan balance at December 31, 1996 was $59,667, which was paid in full during
1997 (Note 2). The Company paid interest of $41,600 and $2,300 for the years
ended December 31, 1996 and 1997, respectively.

During 1996 and 1997, the Company leased certain facilities from a
stockholder at an annual rate of $120,000 (Note 4). The lease expires December
31, 2001.

Directors' fees totaling $72,000 were paid to certain stockholders in 1997.
There were no directors' fees paid during 1996.

During 1997 and a portion of 1996, the Company's vehicle insurance provider
was owned by a certain stockholder and spouse. Insurance premiums paid were
$101,000 and $469,000 for the years ended December 31, 1996 and 1997,
respectively.

In August 1997, the Company acquired land and building for $161,000 from a
partnership controlled by certain stockholders. The land and building were
recorded at the partnership's basis with the amount paid in excess of the
stockholders' basis of $54,800 recorded as a distribution. The land and building
are recorded as property held for sale at December 31, 1997.

During 1996 and 1997, the Company made noninterest bearing advances to
stockholders and affiliates of $823,000 and $225,000, respectively. The balance
of advances due from stockholders and affiliates was $168,000 and $268,000 at
December 31, 1996 and 1997, respectively. These advances are due on demand.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107, Disclosures
About Fair Value of Financial Instruments, requires that the Company disclose
estimated fair values for its financial instruments. Fair value estimates are
made at a specific point in time and are based on relevant market information
and information about the financial instrument; they are subjective in nature
and involve uncertainties, matters of judgment and, therefore, cannot be
determined with precision. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the Company's
entire holdings of a particular instrument. Because the fair value is estimated
as of December 31, 1997, the amounts that will actually be realized or paid in
settlement of the instruments could be significantly different.

F-55
<PAGE> 121
SOUTHERN SHUTTLE SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

For the Company's cash and cash equivalents, the carrying amount is assumed
to be the fair value because of the liquidity of these instruments. The carrying
amount is assumed to be the fair value for accounts receivable, accounts payable
and other accrued expenses because of the short maturity of the portfolios. The
fair value of the Company's long-term debt approximates the terms in the
marketplace under which they could be replaced. Therefore, the fair value
approximates the carrying value of these financial instruments.

9. NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 1997 AND 1998

Effective March 31, 1998, SSI acquired all of the outstanding common stock
of the Company. SSI issued 978,882 shares of common stock as consideration for
the acquisition which is accounted for as a purchase. The acquisition agreement
includes certain provisions which allow the purchase transaction to be rescinded
if SSI does not file a registration statement for an initial public offering
with the Securities and Exchange Commission by June 5, 1998, or if the
Securities and Exchange Commission does not declare the registration statement
effective by August 17, 1998 or if the underwritten initial registration
statement does not close by August 31, 1998 at a minimum offering price of $6.50
per share. The stock issued to effect the transaction is valued at approximately
$6,363,000 for purchase accounting purposes. The accompanying unaudited balance
sheet at March 31, 1998 reflects the financial position of the Company
immediately prior to the acquisition by SSI.

In March 1998, the stock options held by three stockholders (Note 6) were
terminated in connection with the sale of the Company.

In March 1998, the Company forgave advances due from stockholders of
$270,500.

Franchise fees paid to SSI totaled $78,800 and $84,000 for the six months
ended March 31, 1997 and 1998, respectively.

In March 1998, bonuses of $200,000 were paid to certain members of
management.

Certain shareholders have personally guaranteed the indebtedness of the
Company. As of March, the balance of such loans was approximately $700,000.

In connection with the acquisition, SSI entered into a three-year
employment agreement, effective March 31, 1998, with the President of the
Company pursuant to which the President will be employed by SSI as President of
Southern. The agreement includes, among other things, certain salary, severance
and noncompete provisions.

F-56
<PAGE> 122

INDEPENDENT AUDITORS' REPORT

Board of Directors
AAA Wheelchair Wagon Services, Inc. and
Limousines of South Florida, Inc.

We have audited the accompanying combined balance sheets of AAA Wheelchair
Wagon Services, Inc. and Limousines of South Florida, Inc. (the "Companies"),
both of which are under common ownership and common management, as of December
31, 1996 and 1997, and the related combined statements of income, stockholder's
equity, and cash flows for the for the years then ended. These combined
financial statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, such combined financial statements referred to above
present fairly, in all material respects, the combined financial position of the
Companies as of December 31, 1996 and 1997, and the results of their operations
and their cash flows for the years then ended in conformity with generally
accepted accounting principles.

[DELOITTE & TOUCHE LLP]
Phoenix, Arizona
March 17, 1998

F-57
<PAGE> 123

AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

COMBINED BALANCE SHEETS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................ $ 102,976 $ 544,955 $ 501,555
Trade accounts receivable............................ 901,484 1,592,612 1,380,997
---------- ---------- ----------
Total current assets......................... 1,004,460 2,137,567 1,882,552
---------- ---------- ----------
PROPERTY AND EQUIPMENT (Notes 2 and 4)
Vehicles............................................. 7,019,357 7,263,625 7,263,625
Equipment............................................ 269,725 300,272 305,933
Leasehold improvements............................... 53,596 67,651 67,651
---------- ---------- ----------
Total........................................ 7,342,678 7,631,548 7,637,209
Less accumulated depreciation and amortization....... (3,874,562) (5,411,771) (5,798,867)
---------- ---------- ----------
Property and equipment -- net................ 3,468,116 2,219,777 1,838,342
DEFERRED INCOME TAXES (Note 3)......................... 72,000 -- --
OTHER ASSETS........................................... 2,590 30,640 30,640
---------- ---------- ----------
TOTAL.................................................. $4,547,166 $4,387,984 $3,751,534
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable..................................... $ 315,931 $ 445,609 $ 442,715
Accrued wages, benefits and other.................... 259,114 568,077 244,336
Income taxes payable (Note 3)........................ 52,000 211,000 324,566
Deferred income taxes (Note 3)....................... -- 40,000 40,000
Advances from affiliates (Note 7).................... -- 35,000 35,000
Lines of credit...................................... 185,000 169,575 169,530
Current portion of long-term debt (Note 2)........... 548,201 514,964 510,503
Current portion of capital lease obligations (Notes 2
and 4)............................................ 813,318 733,962 635,945
---------- ---------- ----------
Total current liabilities.................... 2,173,564 2,718,187 2,402,595
LONG-TERM DEBT -- Net of current portion (Note 2)...... 752,082 304,523 167,577
CAPITAL LEASE OBLIGATIONS -- Net of current portion
(Notes 2 and 4)...................................... 682,679 85,473 --
ADVANCES FROM STOCKHOLDER (Note 7)..................... 768,920 720,764 128,000
---------- ---------- ----------
Total liabilities............................ 4,377,245 3,828,947 2,698,172
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 6)
STOCKHOLDER'S EQUITY (Notes 9 and 10):
Common stock (Note 9)................................ 20 20 20
Additional paid-in capital........................... 15,480 15,480 339,453
Retained earnings.................................... 154,421 543,537 713,889
---------- ---------- ----------
Total stockholder's equity................... 169,921 559,037 1,053,362
---------- ---------- ----------
TOTAL.................................................. $4,547,166 $4,387,984 $3,751,534
========== ========== ==========
</TABLE>

See notes to combined financial statements.

F-58
<PAGE> 124

AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
-------------------------- ------------------------
1996 1997 1997 1998
----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET REVENUES (Note 5)................... $10,623,295 $14,623,817 $3,082,663 $3,912,058
DIRECT COST OF REVENUES (Note 7)........ 7,983,457 10,706,791 2,299,738 2,913,953
----------- ----------- ---------- ----------
Gross profit....................... 2,639,838 3,917,026 782,925 998,105
OTHER OPERATING EXPENSES................ 1,444,539 2,041,987 475,280 233,043
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (Note 7)..................... 675,457 1,028,146 232,781 437,041
----------- ----------- ---------- ----------
INCOME FROM OPERATIONS.................. 519,842 846,893 74,864 328,021
INTEREST EXPENSE........................ 235,425 196,777 45,692 44,103
----------- ----------- ---------- ----------
INCOME BEFORE INCOME TAX PROVISION...... 284,417 650,116 29,172 283,918
INCOME TAX PROVISION (Note 3)........... 116,000 261,000 11,000 113,566
----------- ----------- ---------- ----------
NET INCOME.............................. $ 168,417 $ 389,116 $ 18,172 $ 170,352
=========== =========== ========== ==========
</TABLE>

See notes to combined financial statements.

F-59
<PAGE> 125

AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

COMBINED STATEMENTS OF STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1997, AND
THREE-MONTH PERIOD ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK
---------------
NUMBER ADDITIONAL RETAINED
OF PAR PAID-IN EARNINGS STOCKHOLDER'S
SHARES VALUE CAPITAL (DEFICIT) EQUITY
------ ----- ---------- --------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996............... 1,100 $20 $ 15,480 $(13,996) $ 1,504
Net income........................... -- -- -- 168,417 168,417
----- --- -------- -------- ----------
BALANCE, DECEMBER 31, 1996............. 1,100 20 15,480 154,421 169,921
Net income........................... -- -- -- 389,116 389,116
----- --- -------- -------- ----------
BALANCE, DECEMBER 31, 1997............. 1,100 20 15,480 543,537 559,037
Capital contributions -- forgiveness
of advances from stockholder
(unaudited)....................... -- -- 323,973 -- 323,973
Net income (unaudited)............... -- -- -- 170,352 170,352
----- --- -------- -------- ----------
BALANCE, MARCH 31, 1998 (unaudited).... 1,100 $20 $339,453 $713,889 $1,053,362
===== === ======== ======== ==========
</TABLE>

See notes to combined financial statements.

F-60
<PAGE> 126

AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
-------------------------- ----------------------
1996 1997 1997 1998
----------- ----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................... $ 168,417 $ 389,116 $ 18,172 $ 170,352
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 1,316,157 1,548,378 274,264 387,096
Deferred income taxes.......................... 64,000 112,000 1,000 --
Loss on sale of property and equipment......... -- 5,825 -- --
Changes in operating assets and liabilities:
Trade accounts receivable.................... (397,798) (691,128) 159,485 211,615
Other assets................................. -- (28,050) -- --
Accounts payable............................. 108,779 129,678 (46,681) (2,894)
Accrued wages, benefits and other............ 59,614 308,962 (2,516) (323,741)
Income taxes payable......................... 52,000 159,000 10,000 113,566
----------- ----------- --------- ---------
Net cash provided by operating
activities.............................. 1,371,169 1,933,781 413,724 555,994
----------- ----------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.............. (1,421,245) (147,018) (137,350) (5,661)
Proceeds from sale of property and equipment..... -- 12,100 -- --
----------- ----------- --------- ---------
Net cash used in investing activities..... (1,421,245) (134,918) (137,350) (5,661)
----------- ----------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on lines of credit.................. (15,000) (15,425) (45) (45)
Principal payments on long-term debt and capital
leases......................................... (1,002,127) (1,925,262) (297,973) (324,897)
Proceeds from borrowings on long-term debt....... 1,159,801 596,959 -- --
Net payment on advances from stockholder......... (6,757) (48,156) (21,614) (268,791)
Advances from affiliates -- net.................. -- 35,000 -- --
----------- ----------- --------- ---------
Net cash provided by (used in) financing
activities.............................. 135,917 (1,356,884) (319,632) (593,733)
----------- ----------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS...................................... 85,841 441,979 (43,258) (43,400)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR....... 17,135 102,976 102,976 544,955
----------- ----------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR............. $ 102,976 $ 544,955 $ 59,718 $ 501,555
=========== =========== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
Interest....................................... $ 235,425 $ 196,777 $ 45,692 $ 79,693
=========== =========== ========= =========
Taxes.......................................... $ (8,700) $ 8,581 $ -- $ --
=========== =========== ========= =========
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTMENT
ACTIVITIES:
Acquisition of vehicles through capital leases... $ 1,365,000 $ 171,000 $ 171,000 $ --
=========== =========== ========= =========
Capital contribution -- forgiveness of advances
from stockholder............................... $ 323,973
=========
</TABLE>

See notes to combined financial statements.

F-61
<PAGE> 127

AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION -- AAA Wheelchair Wagon Services, Inc. ("AAA") dba County
Transportation, Ambulette of the Palm Beaches, and Wheelchair Ambulance of
Hollywood, Inc., a Florida corporation, commenced operations in September 1984.
AAA provides door-to-door passenger ground transportation to handicapped
individuals. Limousines of South Florida, Inc. ("LOSF"), a Florida corporation,
commenced operations in February 1985. LOSF provides shuttle services to airport
parking facilities and other locations for the city of Fort Lauderdale, in
addition to door-to-door passenger ground transportation. Providing ground
transportation in most cities is regulated and requires approval from certain
governmental agencies.

AAA and LOSF (collectively, the "Companies") have been combined for
financial reporting purposes due to common ownership and common management.

CASH AND CASH EQUIVALENTS include all cash and highly-liquid investment
securities with original maturities of three months or less.

PROPERTY AND EQUIPMENT are stated at cost. Depreciation and amortization of
property and equipment are provided for on the straight line and accelerated
methods over the following estimated useful lives:

<TABLE>
<S> <C>
Vehicles.................................................... 3 to 5 years
Equipment................................................... 5 to 7 years
Leasehold improvements...................................... Term of lease
</TABLE>

The Companies capitalize expenditures that materially increase asset lives
and charge ordinary maintenance and repairs to operations as incurred. When
assets are disposed of, the costs and related accumulated depreciation and
amortization are removed from the accounts and any resulting gain or loss is
included in income.

LONG-LIVED assets are reviewed for impairment whenever events or
circumstances indicate the carrying amount of an asset may not be recoverable.

REVENUES are recognized at the time of performance of the service. Revenues
from service contracts are recognized as services are provided over the contract
term.

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 disclosures 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.

F-62
<PAGE> 128
AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations consist of the following at
December 31:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Borrowings from commercial lender, monthly payments of
principal plus interest at 8.5% to 9.9% maturing through
2000, collateralized by vehicles.......................... $1,300,283 $ 819,487
Capital lease obligations, interest at 9% to 10% (Note 4)... 1,495,997 819,435
---------- ----------
Total....................................................... 2,796,280 1,638,922
Less current portion........................................ 1,361,519 1,248,926
---------- ----------
Long-term debt -- net....................................... $1,434,761 $ 389,996
========== ==========
</TABLE>

Subsequent maturities are $1,248,926 (1998), $361,599 (1999) and $28,397
(2000). The Company's shareholders have personally guaranteed the indebtedness
of the Company.

3. INCOME TAXES

For the years ended December 31, the income tax provision consists of the
following:

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Current................................................ $ 52,000 $149,000
Deferred............................................... 64,000 112,000
-------- --------
Total.................................................. $116,000 $261,000
======== ========
</TABLE>

Deferred income taxes arise primarily from the tax effects of cash to
accrual adjustments and net operating loss carryforwards. The Companies utilized
the net operating loss carryforwards in full in 1997.

The following is a reconciliation, stated as a percentage of pre-tax income
of the U.S. statutory federal income tax rate to the effective tax rate for the
years ended December 31:

<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Federal statutory income tax rate........................... 35.0% 35.0%
Increase in taxes resulting from state taxes -- net of
federal benefit........................................... 5.8 5.1
---- ----
Effective tax rate.......................................... 40.8% 40.1%
==== ====
</TABLE>

4. COMMITMENTS AND CONTINGENCIES

Leases -- The Companies lease certain facilities and vehicles under capital
leases and operating leases. These leases expire at various dates through 1999.

Vehicles include capitalized lease assets of approximately $2,622,000 and
$2,793,000 at December 31, 1996 and 1997, respectively. Accumulated depreciation
on the vehicles was approximately $1,126,000 and $1,974,000 at December 31, 1996
and 1997, respectively.

F-63
<PAGE> 129
AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments for vehicle operating leases for the years
ending December 31 are approximately as follows:

<TABLE>
<S> <C>
1998............................................... $46,000
1999............................................... 17,000
-------
Total.............................................. $63,000
=======
</TABLE>

Rent expense for facilities was $66,000 and $34,000 in 1996 and 1997,
respectively. Certain of the facilities are used rent free. All facilities are
rented from affiliates and no formal lease agreements exist.

The Companies are subject to various legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of management, the
ultimate liability with respect to these actions will not materially affect the
financial position, liquidity or results of operations of the Companies.

5. REVENUES

The Companies' revenues are largely derived from contracts negotiated with
individual governmental organizations and jurisdictions.

LOSF has a contract with Broward County to provide shuttle bus services for
the Fort Lauderdale -- Hollywood International Airport. The current three-year
contract expires in September 2000 and has three one-year extensions which can
be exercised at the option of Broward County. The contract accounted for
approximately 20 percent and 14 percent of the Companies' total revenues in 1996
and 1997, respectively.

AAA has contracted with COMSIS to provide paratransit services in Dade
County. The current contract expires in September 1998. The contract accounted
for approximately 26 percent and 17 percent of the Companies' total revenues in
1996 and 1997, respectively.

AAA has contracted with Palm Beach County to provide "Spectran dial-a-ride"
door-to-door paratransit transportation. The current contract extension expires
in June 1998. The contract accounted for approximately 20 and 21 percent of the
Companies' total revenues in 1996 and 1997, respectively.

In 1996, AAA contracted with Broward County to provide paratransit services
in the County with services beginning in December 1996. The current contract
expires in December 1999 and has two one-year extensions which can be exercised
at the option of Broward County. The contract accounted for approximately 22
percent of the Companies' total revenues in 1997.

AAA has contracted with the State of Florida to provide paratransit
services in the South Florida region. The current contract has no fixed
expiration date. The contract accounted for approximately 26 percent and 14
percent of the Companies' total revenues in 1996 and 1997, respectively.

6. EMPLOYEE BENEFIT PLANS

The Companies lease all their employees from Vincam Human Resources, Inc.
("Vincam"). Under the agreement, Vincam provides all employee benefits as well
as worker's compensation insurance for the Companies. Vincam implemented a
401(k) plan (the "Plan") during fiscal year 1997 which covers all employees 21
years of age and over who have completed six months of service. Employees may
voluntarily contribute up to 15 percent of pre-tax earnings to the Plan, subject
to the maximum Internal Revenue Service limit. The Companies may contribute
additional amounts at their sole discretion. The Companies made no contributions
to the Plan in 1997.

F-64
<PAGE> 130
AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7. RELATED PARTIES

The Companies lease certain facilities from the stockholder. No formal
lease agreements exist and certain of the facilities are used rent free.
Payments of $38,417 and $8,213 were made in 1996 and 1997, respectively.

Payments totaling $6,757 and $48,516 were paid on amounts due to the
stockholder in 1996 and 1997, respectively.

The Companies' insurance carrier is owned by an affiliate. Insurance
premiums were $165,000 and $115,000 for the years ended December 31, 1996 and
1997, respectively.

The Companies received noninterest-bearing advances from an affiliate of
$60,000 in 1997. The balance unpaid at December 31, 1997 was $35,000 and is due
on demand.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107, Disclosures
About Fair Value of Financial Instruments, requires that the Companies disclose
estimated fair values for its financial instruments. Fair value estimates are
made at a specific point in time and are based on relevant market information
and information about the financial instrument; they are subjective in nature
and involve uncertainties, matters of judgment and, therefore, cannot be
determined with precision. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the Companies'
entire holdings of a particular instrument. Because the fair value is estimated
as of December 31, 1997, the amounts that will actually be realized or paid in
settlement of the instruments could be significantly different.

For the Companies' cash and cash equivalents, the carrying amount is
assumed to be the fair value because of the liquidity of these instruments. The
carrying amount is assumed to be the fair value for accounts receivable,
accounts payable and other accrued expenses because of the short maturity of the
portfolios. The fair value of the Companies' long-term debt approximates the
terms in the marketplace under which they could be replaced. Therefore, the fair
value approximates the carrying value of these financial instruments.

9. COMMON STOCK

Common stock included in the combined balance sheets consists of the
following:

<TABLE>
<S> <C>
AAA Wheelchair Wagon Services, Inc., $.01 par
value -- authorized, 1,000 shares; issued and outstanding,
1,000 shares.............................................. $10
Limousines of South Florida, Inc., $.10 par
value -- authorized, 100 shares; issued and outstanding,
100 shares................................................ 10
---
Total....................................................... $20
===
</TABLE>

10. NOTES TO UNAUDITED FINANCIAL STATEMENTS FOR THE THREE-MONTH
PERIODS ENDED MARCH 31, 1997 AND 1998

ORGANIZATION AND BASIS OF PRESENTATION -- The accompanying interim
consolidated financial statements have been prepared by the Companies in
accordance with generally accepted accounting principles. Certain disclosures
and information normally included in financial statements have been condensed or
omitted. In the opinion of the management of the Companies, these financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary for a fair

F-65
<PAGE> 131
AAA WHEELCHAIR WAGON SERVICES, INC. AND
LIMOUSINES OF SOUTH FLORIDA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

presentation for the interim periods. These statements should be read in
conjunction with the financial statements and notes thereto for the two years
ended December 31, 1997.

Effective March 31, 1998, SSI acquired all of the outstanding common stock
of the combined companies AAA Wheelchair Wagon Services, Inc. and Limousines of
South Florida, Inc. SSI issued 419,521 shares of common stock as consideration
for the acquisition which is accounted for as a purchase. The acquisition
agreement includes certain provisions which allow the purchase transaction to be
rescinded if SSI does not file a registration statement for an initial public
offering with the Securities and Exchange Commission by June 5, 1998, or if the
Securities and Exchange Commission does not declare the registration statement
effective by August 17, 1998 or if the underwritten initial registration
statement does not close by August 31, 1998 at a minimum offering price of $6.50
per share. The stock issued to effect the transaction is valued at approximately
$2,726,000, for purchase accounting purposes. The accompanying unaudited balance
sheet at March 31, 1998 reflects the financial position of the Companies
immediately prior to the acquisition by SSI.

Over a number of years, the stockholders have advanced funds to the
Companies. In March 1998, advances to the Company of $268,791 were repaid to a
stockholder and $323,973 were forgiven by a stockholder. The remaining $128,000
was assumed by SSI in connection with the acquisition of the Company.

In March 1998, the Companies signed lease agreements with affiliates for
three facilities. The leases expire in 2001 and provide for annual lease
payments of $93,000.

In connection with the acquisition, SSI entered into a three-year
employment agreement, effective March 31, 1998, with the President of the
Companies pursuant to which the president will be employed as President of AAA.
The agreement includes, among other things, certain salary, severance and
noncompete provisions.

F-66
<PAGE> 132

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER
OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE 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............................... 6
Use of Proceeds............................ 16
Dividend Policy............................ 16
Capitalization............................. 17
Dilution................................... 18
Selected Consolidated Financial Data....... 19
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 21
Business................................... 30
Management................................. 42
Principal and Selling Stockholders......... 50
Description of Capital Stock............... 53
Certain Transactions....................... 56
Shares Eligible for Future Sale............ 59
Underwriting............................... 61
Legal Matters.............................. 62
Experts.................................... 62
Additional Information..................... 63
Index to Financial Statements.............. F-1
</TABLE>

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

UNTIL , 1998 (25 CALENDAR DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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

3,320,000 SHARES

[SUPERSHUTTLE LOGO]

COMMON STOCK

------------------------
PROSPECTUS
------------------------

HAMBRECHT & QUIST

PIPER JAFFRAY INC.
, 1998

- ------------------------------------------------------------
- ------------------------------------------------------------
<PAGE> 133

PART II TO FORM S-1

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated costs and expenses of the
Company in connection with the Offering other than underwriting discounts and
commissions. All amounts are estimates except the SEC registration fee, the NASD
filing fee and the Nasdaq listing fee.

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 11,264
NASD Filing Fee............................................. 4,318
Nasdaq Listing Fee.......................................... 81,625
Transfer Agent and Registrar's Fees and Expenses............ 10,000
Legal Fees and Expenses..................................... 250,000
Accounting Fees and Expenses................................ 125,000
Printing and Engraving Expenses............................. 125,000
Miscellaneous............................................... 92,793
--------
Total............................................. $700,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Articles sixth and seventh of the Company's Amended and Restated
Certificate of Incorporation provide as follows:

1. The Corporation shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, as the same may be amended and
supplemented from time to time, indemnify directors, and may indemnify in the
discretion of the Board of Directors of the Corporation any and all persons whom
it shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

Furthermore, to the extent applicable, the Corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the California
Corporations Code) for breach of duty to the Corporation and its stockholders
through bylaw provisions or through agreements with the agents, or both, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the California Corporations Code.

2. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that this Article shall not eliminate or limit a
director's liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders of this
Article to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended from time to time.

II-1
<PAGE> 134

Any repeat or modification of this Article shall not increase the personal
liability of any director of the Corporation for any act or occurrence taking
place prior to such repeal or modification, or otherwise adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification. The provisions of this Article shall not be deemed
to limit or preclude indemnification of a director by the Corporation for any
liability of a director which has not been eliminated by the provisions of this
Article.

Furthermore, to the extent that the Corporation is found to be subject to
the laws of the State of California the liability of directors of the
Corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On a number of different dates since April 15, 1995, the Company granted
options to purchase a total of 474,976 shares of Common Stock to various
employees or consultants of the Company pursuant to the Company's 1995 Stock
Option Plan and 1986 Stock Option Plan. Of those options granted, options to
purchase a total of 127,726 shares have expired. The exercise price for 317,250
of the options that remain exercisable is $6.00 per share. The exercise price
for the remaining 30,000 options is equal to the initial public offering price
per share of Common Stock.

On June 15, 1995, the Company issued 339,477 shares of Series B Preferred
Stock to ULLICO, Inc. ("ULLICO") for $2,999,992. In addition, the Company issued
a warrant to ULLICO to purchase 56,356 shares of its Common Stock at an exercise
price of $6.00 per share. The warrant may be exercised at any time before May 1,
2010.

On June 15, 1995, Lambda III, L.P. and Lambda CFD '87, L.P. (collectively,
"Lambda") exchanged 82,678 shares of the Company's Series A Convertible
Preferred Stock ("Series A Preferred Stock") for 139,998 shares of the Company's
Series B Preferred Stock. Lambda acquired these shares of Series A Preferred
Stock on September 24, 1987, for total consideration of $1,050,010.

On June 15, 1995, the Company issued warrants to purchase 25,000 shares of
its Common Stock at an exercise price of $6.00 per share to the Kline Living
Trust and warrants to purchase 25,000 shares of its Common Stock at an exercise
price of $6.00 per share to Hawkes, Carlton, Sanchez & Co. The warrants may be
exercised at any time before May 1, 2005.

In September 1996, the Company sold 952,508 shares of its Common Stock to
17 of its stockholders in a rights offering at a purchase price of $2.00 per
share, resulting in proceeds to the Company before expenses of approximately
$1,905,016. On December 18, 1996, four purchasers elected to rescind their
purchase of a total of 196,039 shares of the Common Stock in exchange for
approximately $392,079. The Company completed the rights offering by selling
224,184 shares of its Common Stock for a purchase price of $2.00 per share,
yielding gross proceeds to the Company of approximately $448,000.

Unless otherwise noted herein, the issuances of securities in the
transactions described above were deemed to be exempt from registration under
the Securities Act either pursuant to the exemption from registration contained
in Section 3(a)(9) and Section 4(2) thereof, or under the provisions of
Regulation D or Rule 701 promulgated under the Act. Such sales were made solely
to investors who represented that they were accredited investors and to not more
than 35 non-accredited investors, all of whom purchased such securities for
investment and not with a view to the distribution thereof. All sales were made
without any general solicitation or general advertising. Restrictions have been
imposed on the resale of such securities, including the placement of legends
thereon noting such restrictions, and written disclosure of such restrictions
were made prior to issuance of the securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The Exhibits and Financial Statement Schedules to the Registration
Statement are listed in the Exhibit Index which appears elsewhere in this
Registration Statement and is hereby incorporated herein by reference.
II-2
<PAGE> 135

All other schedules are omitted because of the absence of a condition under
which they are required or because the information is included in the
consolidated financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Underwriter pursuant to Rule 424(b)(1) or
(4) or Rule 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.

(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.

The undersigned registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

Insofar as the Company may be permitted to indemnify directors, officers
and controlling persons of the Company for liabilities arising under the
Securities Act pursuant to the provisions described under Item 14 above or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer, or controlling person in connection with
the securities being registered, the Company 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.

II-3
<PAGE> 136

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Phoenix and
State of Arizona on July 13, 1998.

SUPERSHUTTLE INTERNATIONAL, INC.
a Delaware corporation

By: /s/ R. BRIAN WIER
------------------------------------
R. Brian Wier
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ R. BRIAN WIER Director, President and Chief July 13, 1998
- --------------------------------------------- Executive Officer (Principal
R. Brian Wier Executive Officer)

/s/ THOMAS C. LAVOY Chief Financial Officer July 13, 1998
- --------------------------------------------- (Principal Financial Officer)
Thomas C. LaVoy

/s/ * Chairman of the Board July 13, 1998
- ---------------------------------------------
Mitchell S. Rouse

/s/ * Director July 13, 1998
- ---------------------------------------------
David A. Abel

Director July 13, 1998
- ---------------------------------------------
John C. Flanigan

/s/ * Director July 13, 1998
- ---------------------------------------------
Anthony M. Lamport

/s/ * Director July 13, 1998
- ---------------------------------------------
Neal C. Nichols

/s/ * Director July 13, 1998
- ---------------------------------------------
Frank R. Kline

/s/ * Director July 13, 1998
- ---------------------------------------------
Tucker Taylor

/s/ * Director July 13, 1998
- ---------------------------------------------
Stephen Allan

/s/ * Director July 13, 1998
- ---------------------------------------------
Gene Hauck

/s/ * Director July 13, 1998
- ---------------------------------------------
Mark Levitt

By: /s/ THOMAS C. LAVOY
--------------------------------------------
Thomas C. LaVoy
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 137

EXHIBITS

<TABLE>
<CAPTION>
PAGE NUMBER
EXHIBIT OR METHOD
NUMBER DESCRIPTION OF FILING
- ------- ----------- -----------
<C> <S> <C>
1 Form of Underwriting Agreement. ............................ *
2.1 Amended and Restated Agreement and Plan of Reorganization
and Merger, dated March 31, 1998, by and among the Company,
SuperShuttle Acquisition Co. I, Preferred Transportation,
Inc. ("PTI") and the shareholders of PTI. .................. *
2.2 Amended and Restated Agreement and Plan of Reorganization
and Merger, dated March 31, 1998, by and among the Company,
SuperShuttle Acquisition Co. II, Tamarack Transportation,
Inc. ("Tamarack") and the shareholders of Tamarack. ........ *
2.3 Amended and Restated Stock Purchase Agreement, dated April
30, 1998, by and among the Company, AAA Wheelchair Wagon
Services, Inc., Wheelchair Ambulance of Hollywood,
Limousines of South Florida, Inc., A1A Snowbird Leasing,
Inc. and Karen N. Caputo. .................................. *
2.3a Amendment No. 1 to the Amended and Restated Stock Purchase
Agreement dated April 30, 1998, by and among the Company,
AAA Wheelchair Wagon Services, Inc., Wheelchair Ambulance of
Hollywood, Limousines of South Florida, Inc., A1A Snowbird
Leasing, Inc. and Karen N. Caputo. ......................... *
2.4 Amended and Restated Stock Purchase Agreement, dated April
30, 1998, by and among the Company, Southern Shuttle
Services, Inc., and the shareholders of Southern
Shuttle. ................................................... *
2.4a Amendment No. 1 to the Amended and Restated Stock Purchase
Agreement dated April 30, 1998, by and among the Company,
Southern Shuttle Services, Inc., and the shareholders of
Southern Shuttle.
2.5 Subscription and Stock Purchase Agreement, dated September
1, 1997, by and among the Company, Shuttle Express, Inc. and
Yellow Holding, Inc. ....................................... *
3.1 Amended and Restated Certificate of Incorporation of the
Company. ................................................... *
3.2 Amended and Restated Bylaws of the Company.................. *
4.1 Form of Common Stock Certificate............................ **
4.2 Registration Rights Agreement, dated March 31, 1998, by and
among the Company and Preferred Transportation, Inc. ....... *
4.3 Registration Rights Agreement, dated March 31, 1998, by and
among the Company and Tamarack Transportation, Inc. ........ *
4.4 Registration Rights Agreement, dated March 31, 1998, by and
among the Company, the stockholders of Southern Shuttle
Services, Inc., and the stockholder of AAA Wheelchair Wagon
Services, Inc., Limousines of South Florida, Inc., A1A
Snowbird Leasing, Inc. and Wheelchair Ambulance of
Hollywood, Inc. ............................................ *
4.5 Escrow Agreement, dated March 31, 1998, by and among the
Company, SuperShuttle Acquisition Co. II, Tamarack
Transportation, Inc., Gene Hauck and Robert Splinter. ...... *
4.6 Escrow Agreement, dated March 31, 1998, by and among the
Company, SuperShuttle Acquisition Co. I, Preferred
Transportation, Inc., Steve Allan, Dave Koscielak and Robert
Splinter. .................................................. *
</TABLE>

II-5
<PAGE> 138

<TABLE>
<CAPTION>
PAGE NUMBER
EXHIBIT OR METHOD
NUMBER DESCRIPTION OF FILING
- ------- ----------- -----------
<C> <S> <C>
4.7 Escrow Agreement, dated March 31, 1998, by and among the
Company, Southern Shuttle Services, Inc., AAA Wheelchair
Wagon Services, Inc., Wheelchair Ambulance of Hollywood,
Inc., Limousines of South Florida, Inc., A1A Snowbird
Leasing, Inc., Mark Levitt, Karen Caputo, Robert Siedlecki
and Akerman, Senterfitt & Eidson, P.A. ..................... *
4.7a Amendment No. 1 to the Escrow Agreement dated March 31,
1998, by and among the Company, Southern Shuttle Services,
Inc., AAA Wheelchair Wagon Services, Inc., Wheelchair
Ambulance of Hollywood, Inc., Limousines of South Florida,
Inc., A1A Snowbird Leasing, Inc., Mark Levitt, Karen Caputo,
Robert Siedlecki and Akerman, Senterfitt & Eidson, P.A. .... *
5.1 Opinion of Squire, Sanders & Dempsey L.L.P. ................ *
10.1 SuperShuttle International, Inc., 1995 Stock Option
Plan. ...................................................... *
10.2 SuperShuttle International, Inc., 1998 Stock Option
Plan. ...................................................... *
10.3 Preferred Stock Purchase Agreement, dated June 15, 1995,
between the Company and ULLICO, Inc. ....................... *
10.4 Convertible Preferred Stock Purchase Agreement, dated
September 24, 1987, among the Company, Lambda III L.P.,
Lambda CFD '87 L.P. and Bradford Allen. .................... *
10.5 Preferred Stock Exchange Agreement, dated June 15, 1995, by
and among Lambda III, L.P., Lambda CFD '87, L.P. and the
Company. ................................................... *
10.6 Executive Compensation Agreement, dated March 1, 1998,
between SuperShuttle and R. Brian Wier. .................... *
10.7 Executive Compensation Agreement, dated March 1, 1998,
between SuperShuttle and Thomas C. LaVoy. .................. *
10.8 Employment Agreement, dated March 31, 1998, between the
Company and Steve Allan. ................................... *
10.9 Employment Agreement, dated March 31, 1998, between the
Company and Gene Hauck. .................................... *
10.10 Employment Agreement, dated March 31, 1998, between Southern
Shuttle Services, Inc. and Mark Levitt. .................... *
10.11 Employment Agreement, dated March 31, 1998, between AAA
Wheelchair Wagon Services, Inc. and Limousines of South
Florida, Inc., and Karen Caputo. ........................... *
10.12 Phoenix Sky Harbor International Airport Exclusive Time
Scheduled Van Service, Agreement No. 73527 between the City
of Phoenix and SuperShuttle Arizona, Inc., dated May 31,
1996. ...................................................... *
10.13 Van Service Agreement between County of Sacramento and
SuperShuttle of San Francisco, Inc., dated September 5,
1995. ...................................................... *
10.14 Commercial Ground Transportation Operating Permit from
Airports Commission, City and County of San Francisco,
effective January 15, 1994. ................................ *
10.15 Concession Contract between Maryland Aviation
Administration, Department of Transportation and
SuperShuttle, Inc., dated December 21, 1994. ............... *
10.16 Dallas/Fort Worth International Airport Shared Ride
Operating Authority issued to SuperShuttle DFW, Inc.,
effective October 1, 1995. ................................. *
</TABLE>

II-6
<PAGE> 139

<TABLE>
<CAPTION>
PAGE NUMBER
EXHIBIT OR METHOD
NUMBER DESCRIPTION OF FILING
- ------- ----------- -----------
<C> <S> <C>
10.17 Dallas/Fort Worth International Airport Limousine Operating
Authority issued to SuperShuttle DFW dba ExecuCar, effective
October 1, 1995. ........................................... *
10.18 Concession Contract between The Metropolitan Washington
Airports Authority and Washington Shuttle, Inc., effective
February 1, 1996. .......................................... *
10.19 Permit from Port Authority of New York and New Jersey to
Shuttle Associates, LLC, effective May 1, 1998. ............ *
10.20 Agreement between Broward County and Limousines of South
Florida, Inc., effective July 1, 1997. ..................... *
10.21 Exclusive Demand Ground Transportation Service Franchise
Agreement, dated October 13, 1992, between Dade County and
Miami Shuttle, Inc. dba SuperShuttle. ...................... *
10.22 Commercial Ground Transportation Operating Permit between
Orange County and Preferred Transportation, Inc., effective
July 7, 1997. .............................................. *
10.23 Non-Exclusive License Agreement between the City of Los
Angeles and Preferred Transportation, Inc., dated July 1,
1997. ...................................................... *
10.24 Non-Exclusive License Agreement between the City of Los
Angeles and Tamarack Transportation, Inc., dated October 23,
1995. ...................................................... *
10.25 Dallas Market Center Service Agreement, dated February 1,
1997, between Market Center Management Co., Ltd. and the
Company. ................................................... *
10.26 Agreement for Cast Member Shuttle Services, dated October
30, 1997, between Disneyland and Preferred Transportation,
Inc. ....................................................... *
10.27 Agreement between Broward County and AAA Wheelchair Wagon
Services, Inc. for Paratransit Services, dated October 18,
1996. ...................................................... *
10.28 Restated and Amended Shareholders Agreement among Washington
Shuttle, Inc. and its Shareholders, dated March, 1997. ..... *
10.29 Blue Van Joint Venture Agreement, by and between Tamarack
Transportation, Inc., Preferred Transportation, Inc.,
Arcadia Transit, Inc., and Mini-Bus Systems, Inc., dated
July 21, 1997. ............................................. *
10.30 Current form of SuperShuttle Franchise Corporation License
Agreement. ................................................. **
10.31 Purchase Agreement of Shared Ride Dispatch Systems between
Digital Dispatch Systems, Inc. and SuperShuttle Franchise
Corporation, dated June 28, 1995. .......................... *
10.32 Lease Agreement, dated September 8, 1989, between Donald L.
Mori and SuperShuttle Arizona, Inc. regarding the Company's
Phoenix, Arizona operation. ................................ *
10.33 Loan Agreement, dated August 15, 1994, between Mesa Holding
Co. and the Company. ....................................... *
10.34 Credit Agreement, dated March 17, 1998, between the Company
and Imperial Bank Arizona. ................................. *
10.35 Shareholders Agreement, dated September 1, 1997 by and among
the Company, Shuttle Express, Inc. and Yellow Holding,
Inc. ....................................................... *
10.36 Warrant Agreement, dated June 15, 1995, between the Company
and Frank R. Kline, Jr., co-trustee of the Kline Living
Trust....................................................... **
10.37 Warrant Agreement, dated June 15, 1995, between the Company
and ULLICO, Inc............................................. **
</TABLE>

II-7
<PAGE> 140

<TABLE>
<CAPTION>
PAGE NUMBER
EXHIBIT OR METHOD
NUMBER DESCRIPTION OF FILING
- ------- ----------- -----------
<C> <S> <C>
10.38 Warrant Agreement, dated June 15, 1995, between the Company
and Hawkes, Carlton Sanchez & Co., Ltd. .................... **
21 List of Subsidiaries of the Company......................... *
23.1 Consent of Deloitte & Touche LLP............................ **
23.2 Consent of Arthur Andersen LLP.............................. **
23.3 Consent of Squire, Sanders & Dempsey L.L.P. (contained in
Exhibit 5).................................................. *
24 Power of Attorney (contained in signature page)............. *
27 Financial Data Schedule..................................... *
</TABLE>

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

* Previously filed

** Filed herewith

II-8

<PAGE> 1
Ex 4.1

NUMBER
SSI

SEE REVERSE FOR
CERTAIN DEFINITIONS

CUSIP 868506 10 6

SUPERSHUTTLE(R)
---------------

SUPERSHUTTLE INTERNATIONAL, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
SUPERSHUTTLE INTERNATIONAL, INC.

transferable upon the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed or assigned. This Certificate and the shares represented hereby are
issued under and subject to the laws of the State of Delaware and the Amended
and Restated Certificate of Incorporation and Amended and Restated By-laws of
the Corporation, all as in effect from time to time.

This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated:

SuperShuttle International, Inc.
Thomas C. LaVoy 1985 R. Brian Wier
SECRETARY DELAWARE CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

<PAGE> 2

SUPERSHUTTLE INTERNATIONAL, INC.

THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. UPON
WRITTEN REQUEST MADE BY THE HOLDER OF THE CERTIFICATE, THE CORPORATION WILL
FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER A COPY OF THE FULL TEXT OF THE
DESIGNATIONS, VOTING POWERS, PREFERENCES, QUALIFICATIONS AND SPECIAL AND
RELATIVE RIGHTS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common

UNIF GIFT MIN ACT - Custodian
----------- -----------
(Cust) (Minor)

under Uniform Gift to Minors Act

---------------------------------
(State)

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto
--------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------

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

- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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

- -------------------------------------------------------------------------------
shares
- ------------------------------------------------------------------------
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
- ----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated
---------------

(Signature)
-------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE GUARANTEED:
-------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

<PAGE> 1
EXHIBIT 10.30

LICENSE AGREEMENT

This License Agreement (the "Agreement") is entered into as of this
day of 19 , by and between SuperShuttle Franchise Corporation, a Delaware
corporation ("Licensor") and , a ("Licensee").

RECITALS

A. Licensor is a subsidiary of SuperShuttle International, Inc.
("SuperShuttle"). Licensor's affiliates and licensees operate demand responsive
shared ride shuttle services to and from airports in a number of different
cities in different locations in the United States.

B. SuperShuttle has granted to Licensor the rights to license
certain trade names, trademarks (the "Proprietary Marks") and indicia (the
"Indicia") employed by SuperShuttle in the operation of its business. Over a
period of time, SuperShuttle has advertised, promoted and publicized the
Proprietary Marks and Indicia, all of which have become favorably known to the
public, and SuperShuttle has acquired valuable goodwill therein. The public has
come to associate the Proprietary Marks and Indicia with SuperShuttle and the
services offered, sold and rendered by SuperShuttle.

C. Licensor is willing, for valuable consideration, to grant an
exclusive license to use the Proprietary Marks and Indicia, including the
goodwill associated therewith, to Licensee in Licensee's Market (as hereinafter
defined).

D. As a result of the expenditure of time, effort, skill and money,
SuperShuttle has developed and owns a unique system of transportation services
which SuperShuttle continues to develop and refine, including without
limitation, a demand responsive and/or scheduled airport shuttle system serving
under appropriate governmental authority, providing transportation to passengers
traveling to and from specific metropolitan airports and destinations within the
general markets surrounding those airports, as well as other transportation
services which may be developed in the future under the Proprietary Marks and
Indicia from time to time (the "Transportation System"). The Transportation
System includes demand responsive shared ride shuttle services, but not
executive sedan services or ordinary taxi services that are not operated as
shuttle services.

E. As a part of the Transportation System, Licensor has developed a
proprietary central reservations system through which all reservation calls must
be received. Licensor has also developed an optional proprietary

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<PAGE> 2
cashiering system and is in the process of developing an optional proprietary
dispatch system. These systems utilize proprietary computer software which the
Licensor uses and licenses for use in connection with the Transportation System
(the "Software").

F. Prior to entering into this Agreement, Licensee investigated the
value of the Proprietary Marks and Indicia, and based on such investigation
desires to obtain a license to use the Proprietary Marks and Indicia from
Licensor and the Transportation System in Licensee's Market. In particular,
Licensee either has obtained the requisite permits from federal, state and local
governmental authorities to operate the Transportation System in Licensee's
Market or has investigated the procedure for doing so. Licensee is fully
familiar with and understands such governmental authorities' rules and
regulations governing the operation of the Transportation System.

NOW, THEREFORE, based on the above premises and in consideration of
the mutual covenants and agreements contained herein, the parties agree as
follows:

ARTICLE 1. LICENSE AND INITIAL FEE

Section 1. 1 Grant of License. Subject to the terms and conditions
contained in this Agreement, Licensor grants to Licensee, and Licensee accepts
from Licensor, the exclusive right and license to use Licensor's Proprietary
Marks and Indicia in connection with the Transportation System in Licensee's
Market (as hereinafter defined) subject to and in accordance with the terms set
forth herein. Licensee's right to use the Proprietary Marks and Indicia licensed
by this Agreement shall be limited to use in connection with the Transportation
System as authorized by the appropriate governmental agency or agencies having
jurisdiction in Licensee's Market over the business conducted under the
Transportation System. The currently existing Proprietary Marks and Indicia
licensed by this Agreement are graphically depicted or otherwise more fully
described in Exhibit "A" attached to this Agreement and incorporated herein by
this reference.

Section 1.2 Commencement of Operations. Licensee acknowledges the
importance to Licensor, its other licensees and the System, of the prompt and
timely commencement of operations of the Transportation System in Licensee's
Market using the Proprietary Marks and Indicia. Therefore, Licensee agrees that
it shall commence full operations to the entire area in Licensee's Market no
later then one hundred twenty (120) days following the execution of this
Agreement. Licensee further agrees and acknowledges that in order to commence
operations, Licensee must obtain all requisite permits and other operating
authority required by federal, state and local government authorities and from
the airport(s) at which it will conduct operations. Licensee represents and
warrants to Licensor that it has

2
<PAGE> 3
such operating authority or, has made a full investigation of the procedure for
doing so and has determined that it will be able to obtain such authority so
that it may begin to conduct full operations within such one hundred twenty
(120) day period. Licensor is granting this license in reliance on Licensee's
representations, warranties and covenants, and Licensee's failure to commence
operations as required by this Section shall be a material breach of this
Agreement, which will result in automatic and immediate termination without any
action required by Licensor. Following such automatic termination, Licensee
shall immediately cease operating the Transportation System and Licensor may
immediately begin to conduct operations in Licensee's Market or grant the right
to do so to a third party.

Section 1.3 Term. It is intended by the parties hereto that the term of
the license granted by this Agreement shall be ten (10) years, unless otherwise
extended pursuant to Article 9 of this Agreement or terminated pursuant to
Article 8 of this Agreement.

Section 1.4 Licensee's Market. Except as provided below, Licensee will
have the exclusive right to operate the Transportation System at the airport
described in Exhibit "B" which is incorporated by this reference as though set
forth in full herein. Licensee shall transport customers to and from the airport
and locations in a specific geographic area surrounding the airport and
described in Exhibit "B." This geographic area and the airport described above
are referred to in this Agreement as "Licensee's Market". Subject to having
obtained all necessary permits and operating authority, Licensee shall also
transport customers to and from the airport that is part of Licensee's Market
from locations and to destinations even if outside of Licensee's Market;
provided, however, that Licensee shall not transport customers to an airport
outside of Licensee's Market if Licensor, one of its affiliates or one of its
other licensees is operating at that airport. Licensee agrees and acknowledges
that Licensor and its affiliates and other licensees may be conducting
operations under the Proprietary Marks and Indicia and may be transporting
customers into Licensee's Market from other airports and transporting customers
from Licensee's Market to such other airports. In addition, Licensee shall also
have the right to conduct occasional charter operations originating in
Licensee's Market. Charter operations are incidental scheduled transportation
between locations other than airports. Licensee agrees and acknowledges that
Licensor, its affiliates and other licensees also occasionally conduct charter
operations originating outside of Licensee's Market, which may have destinations
in Licensee's Market.

Section 1.5 Reservation of Rights. Licensor specifically reserves all
rights not granted to Licensee hereunder. In particular, and without limiting
the generality of the foregoing, Licensor reserves the right to operate and
license others the right to operate executive sedan services, both within and
outside of Licensee's Market.

3
<PAGE> 4
Section 1.6 Initial License Fee. In addition to the fees required by
Article 5, Licensee shall simultaneously with the execution of this Agreement
pay to Licensor ___ Dollars ($___) as an initial license fee for use of the
Proprietary Marks and Indicia. Such fee shall be deemed fully earned by Licensor
upon execution of this Agreement by both parties and shall not be refunded, in
whole or in part, upon any termination of this Agreement, at any time, including
without limitation, termination for failure to commence operations within one
hundred twenty (120) days after execution of this Agreement, or under any other
circumstances.

ARTICLE 2. PROPRIETARY MARKS AND INDICIA

Section 2.1 Validity and Use of Proprietary Marks. Licensee hereby
acknowledges that the Proprietary Marks are valid service marks and trademarks
solely owned by SuperShuttle and that only SuperShuttle and its designated
licensees or franchisees shall have the right to use the Proprietary Marks.
Licensee will use such Proprietary Marks only so long as the license granted by
this Agreement remains in force, and only in connection with the conduct of the
Transportation System to be operated by Licensee in the manner and for the
purposes specified in this Agreement. Licensee agrees that upon expiration or
termination of this Agreement for any cause whatsoever, its rights to use the
same shall terminate. Licensee will not, either during or after the term of this
Agreement, do anything, either directly or indirectly, or aid or assist any
other party to do anything, either directly or indirectly, which would infringe
upon, harm, or contest the rights of SuperShuttle or Licensor in any of the
Proprietary Marks or in any other mark or name which incorporates the name
"SuperShuttle," or during or after the term of this Agreement, utilize any of
the Proprietary Marks or any ,marks confusingly similar thereto or aid anyone
else in so doing.

Section 2.2 Validity and Use of Indicia. Licensee acknowledges that the
Indicia are the exclusive property of SuperShuttle. Licensee shall not, either
during or after the term of this Agreement, utilize any of the Indicia except in
accordance with the terms of this Agreement, or utilize any indicia confusingly
similar to the Indicia.

Section 2.3 Future Marks or Indicia. Licensee agrees that any further
rights that may develop in any of the Proprietary Marks and Indicia in the
future, including, without limitation, trade names, trademarks, service marks or
copyrighted materials, shall inure and accrue to the benefit of SuperShuttle and
Licensor.

Section 2.4 Use of Licensor's Business Name.

(a) Licensee will operate, advertise and promote its Transportation
System in Licensee's Market under the designation "SuperShuttle" (without any

4
<PAGE> 5
addition of any prefix, suffix or any other name or names) or under any other
name and in the manner Licensor may from time to time designate in the
Operations Manual or otherwise and under no other name or manner whatsoever.
These restrictions will apply to all uses of the Proprietary Marks and Indicia
by Licensee, including without limitation, business cards, stationery, yellow
and white page telephone directory advertisements and otherwise. Licensee shall
not use the name "SuperShuttle" or any other of the Proprietary Marks in or as
part of the name of Licensee's corporation, partnership or other business
entity. Licensee will not license, register or purchase vans, Specialized
Equipment (as hereinafter defined), dispatch, communication and other equipment,
fixtures, products or supplies or incur any obligation or indebtedness
pertaining to the operation of its Transportation System except in its
corporate, partnership or other business name.

(b) Any application for registration by Licensee to use the
Proprietary Marks or Indicia which may be required by the laws, statutes,
regulations or rules of any governing or governmental unit or body will specify
that Licensee's use of the Proprietary Marks or Indicia is limited to Licensee's
Market and is subject to this Agreement, and that upon expiration or termination
of this Agreement, Licensee's use of the Proprietary Marks and Indicia will
likewise terminate and by virtue of said registration, no property right or
privilege to use the Proprietary Marks and Indicia is created which will extend
beyond expiration or termination of this Agreement.

Section 2.5 Confidentiality of Licensor System: Restrictive Covenants.
Licensee hereby acknowledges that all proprietary rights in and to the methods
of operations employed by SuperShuttle and Licensor and all material and
information relating to such proprietary rights now or hereafter revealed to
Licensee under this Agreement are solely owned by SuperShuttle. Licensee further
acknowledges (a) that the methods of operations and all material and information
relating thereto which are not generally known in the trade including, without
limitation, the Software and its operation, constitute trade secrets and
confidential and proprietary information of SuperShuttle which derive
independent economic value, actual or potential, from not being generally known
in the trade, (b) that they are revealed to Licensee in confidence, solely to
protect the value of the Proprietary Marks and Indicia by assuring the quality
control of Licensee's operations, and (c) that SuperShuttle and Licensor have
taken efforts reasonable under the circumstances, of which this Section 2.5 is
an example, to maintain their secrecy. Such trade secrets may include, but are
not limited to, training, operating and policy manuals, sales promotion aids,
maintenance schedules, accounting, inventory and cashiering procedures and
systems and reservations and dispatch procedures and systems, and the software
therefor, marketing reports and informational bulletins actually provided to
Licensee. Both during and after the term of this Agreement, Licensee, its
officers, directors, stockholders, employees, agents and other representatives
shall not (i) reveal any of such trade secrets or confidential or proprietary
information to any other person or entity, nor (ii) use

5
<PAGE> 6
any of such trade secrets and confidential and proprietary information in
connection with any business or venture in which it has a direct or indirect
interest, whether as a proprietor, partner, joint venturer, stockholder,
officer, director, or in any other capacity whatsoever, other than in connection
with the operation of the license granted hereunder, nor (iii) do any acts
prejudicial or injurious to the goodwill of Licensor or SuperShuttle. Licensee
shall cause its officers, directors, stockholders, employees, agents and
representatives who will have contact with such trade secrets and proprietary
information to execute Licensor's prescribed form of non-disclosure and
non-competition agreement. Licensee further acknowledges that the Licensor could
not protect its proprietary information and trade secrets against unauthorized
use or disclosure if Licensee held interests in any competitive business, as
described below. Licensee also acknowledges that Licensor is granting the rights
to Licensee set forth in this Agreement in part in consideration of, and in
reliance upon, Licensee's agreement to deal exclusively with Licensor.
Therefore, during the term of this Agreement, neither Licensee, nor any officer,
director, executive, shareholder or partner (if Licensee is a corporation or
partnership), individually or in conjunction with any person or entity, is
permitted to have any interest as an owner, investor, shareholder, partner,
tender, director, officer, manager, employee, consultant, guarantor,
representative, or agent or in any other manner whatsoever, directly or
indirectly, carry on or be engaged in, financially or otherwise, or advise in
the establishment of any business similar to the Transportation System. This
restriction does not apply to ownership of securities listed on a stock exchange
or traded on the over-the-counter market that represent one percent (1%) or less
of the number of shares of the class of securities issued and outstanding, to
the ownership of other Transportation Systems pursuant to license agreements
with Licensor or to the operation of ordinary taxi services that are not
operated as shuttle services. Licensee further agrees that it shall not divert
SuperShuttle business to any other business entity without the express written
consent of Licensor.

Section 2.6 Right to Goodwill. Licensee acknowledges that valuable
goodwill is attached to the Proprietary Marks and the Indicia, and agrees that
it will use the same only in the manner and to the extent specifically licensed
by this Agreement. Licensee further acknowledges that all goodwill which may
arise from Licensee's use of the Proprietary Marks and the Indicia is and will
at all times remain the property of Licensor and SuperShuttle and will inure to
their sole benefit.

Section 2.7 Unauthorized Use.

(a) Licensee will promptly report to Licensor any unauthorized use
of the Proprietary Marks or Indicia that comes to its attention in any manner
whatsoever. If requested by Licensor, Licensee will cooperate with Licensor in
prosecuting unauthorized use of the Proprietary Marks and Indicia, or any

6
<PAGE> 7
confusingly similar mark or indicia, but at the sole expense of Licensor.
Licensor will have sole discretion to take any action it deems appropriate in
connection with prosecuting any unauthorized use of the Proprietary Marks or
Indicia in Licensee's Market.

(b) Licensor will defend Licensee, at Licensor's cost and expense,
against any claim by a third party alleging infringement of third party's
trademark, copyright or any other claim arising out of Licensee's authorized use
of the Proprietary Marks and/or Indicia. Licensee will promptly notify Licensor
of any such claim or action brought against it and cooperate with Licensor in
its defense of such claim. Licensor's decision as to any settlement or other
disposition thereof will be final, provided, however, that Licensor may not
agree to any settlement or accept any arbitrator's decision which precludes
Licensee from using the Proprietary Marks and Indicia in Licensee's Market
without the consent of Licensee, which shall not be unreasonably withheld,

(c) Licensee understands and agrees that its license of the
Proprietary Marks and Indicia is exclusive only as to Licensee's Market (subject
to the terms and conditions set forth in this Agreement) and may be exercised
only in accordance with the terms and conditions of this Agreement, and that
Licensor, in its sole discretion, has the right to operate businesses outside
Licensee's Market under the Proprietary Marks and Indicia, and to grant other
licenses in, to and under the Proprietary Marks and Indicia on any terms and
conditions Licensor deems fit, either directly or indirectly through
corporations, partnerships, joint ventures, franchises or other entities in
which it has an interest, whether or not such interest represents a controlling
interest therein.

(d) Licensee shall not use the Proprietary Marks, Indicia or any
portion of the Transportation System, including, without limitation, van colors
and decals, training, operating and policy manuals, sales promotion aids,
maintenance schedules, accounting, inventory and cashiering procedures and
systems and the software therefor, marketing reports and informational bulletins
provided to Licensee, in any manner not authorized by Licensor. In particular,
Licensee shall not use the Proprietary Marks or Indicia on any vehicle that is
not a part of the Transportation System Licensee operates pursuant to this
Agreement.

Section 2.8 Collateral Sales Material. Licensee will obtain the prior
written approval of Licensor (which may be withheld in Licensor's sole
discretion) of any collateral sales material directly related to Licensee's
operation of its Transportation System, including, but not limited to, rate
cards and any graphics used on such collateral sales material.

Section 2.9 Unrelated Advertising on Vehicles. Except with the Licensor's
prior written consent (which may be withheld in its sole discretion), Licensee
may

7
<PAGE> 8
not advertise services or products or display or affix signs or decals to the
exterior or interior of vehicles in its fleet other than those required by
Licensor.

Section 2.10 Referrals.

(a) Licensee acknowledges the importance of maintaining a fleet of
vans adequate to meet the demand of customers in Licensee's Market for the
Transportation System and Licensee's obligation to increase its van fleet from
time to time to accommodate growth in demand for such services. Therefore,
except on an emergency basis (as determined by Licensor), Licensee shall not
refer or otherwise divert potential customers to any other transportation
provider, including any other business which Licensee operates. The
circumstances which constitute an "emergency" qualifying for an exception to
this prohibition shall be provided to Licensee from time to time in the
Operations Manual (as defined below) and other written bulletins and notices,
Licensee further agrees and acknowledges that more frequent referrals may
indicate a growth in demand for services in Licensee's Market which requires
Licensee to increase its fleet of vans. Licensee shall immediately report to
Licensor referrals made upon such forms as Licensor shall require. If Licensor
determines, in its sole discretion, that the frequency of such referrals
indicates a need for Licensee to increase its fleet of vans, Licensor shall
notify Licensee and Licensee shall be required promptly to increase its fleet of
vans accordingly.

(b) Licensee may operate transportation referral services such as
hotel transportation desks provided that: (i) the Proprietary Marks and Indicia
are used only incidentally in the operation of the service to advertise the
availability of Licensee's Transportation System; (ii) at least ninety-nine and
one-half percent (99.5%) of the referrals are made to the SuperShuttle
Transportation System; (iii) Licensee is not permitted to refer customers to
other ground transportation services unless Licensor consents in writing to
those specific services; and (iv) Licensee's van fleet shall be and remain
adequate, in Licensor's sole determination, to meet the current and anticipated
demand for transportation services in Licensee's Market.

ARTICLE 3. LICENSOR'S CONTINUING OBLIGATIONS

Section 3.1 Services to be Rendered. In partial consideration for the
Royalty Fee in Article 5 and to assure the quality of Licensee's services,
Licensor's obligations throughout the term of this Agreement shall include
provision of the following services.

(a) Operating Consulting Services. Licensor may provide opening
supervision to assist Licensee in the commencement of operations in Licensee's
Market. Licensor's representative(s) may assist Licensee during the four (4)
weeks

8
<PAGE> 9
prior to and four (4) weeks following the commencement of operations in engaging
staff, securing suppliers, training personnel, designing the routing system and
preparing promotional programs in connection with the commencement of Licensee's
operations in its market. Licensee will notify Licensor in writing at least
four (4) weeks prior to the date on which Licensor is to commence providing such
services for Licensee's Market, and will pay Licensor's incidental costs
(including such items as travel, hotel, food and excluding salaries) in
providing personnel to supervise the opening of Licensee's Market. In addition,
Licensor may provide operating consulting services as Licensor deems appropriate
on an ongoing basis by telephone or at Licensor's operating facilities, during
normal business hours, during the term of this Agreement;

(b) Personnel and Training Support Services. Prior to commencement
of operations by Licensee in Licensee's Market Licensor will instruct the
general manager chosen by Licensee for such operation, at Licensor's expense,
pursuant to a training program consisting of theoretical and practical
instruction for up to two (2) weeks, at such place as Licensor shall designate.
At Licensee's written request, Licensor may, in its sole discretion, based on
Licensee's prior experience or other similar factors, waive the initial training
requirement, or modify its content and/or length. All expenses of travel,
lodging, meals and other living expenses incurred by Licensee's general manager
in attending Licensor's training shall be borne and paid by Licensee. Licensor
will provide such instruction to any replacement general manager in Licensee's
Market during the term of this Agreement at Licensee's expense. In addition to
the foregoing, Licensor may provide, and Licensee and its general manager may be
required to attend, such additional training programs (for which it reserves the
right to charge a fee) and personnel and training support services as it deems
appropriate, by telephone or at Licensor's operating facilities, during normal
business hours. during the term of this Agreement; and

(c) Operations Manual. Licensor will provide Licensee with an
operations manual ("Operations Manual") containing specifications, standards,
policies, operating procedures and rules prescribed from time to time by
Licensor concerning Licensee's operations, and any bulletins, memos, notices,
directions or similar documents issued by Licensor to Licensee concerning
Licensee's operations shall be deemed part of the Operations Manual as if
incorporated therein. Licensee will follow the provisions of the Operations
Manual; provided, however, that Licensee shall not be obligated to comply with
any provisions of the Operations Manual which are materially more onerous or
costly than the provisions set forth in this Agreement.

Section 3.2 Specialized Equipment. At the sole and absolute discretion of
Licensor, it may offer to sell equipment developed by it (the "Specialized
Equipment") to Licensee. Licensee may at its election purchase such Specialized
Equipment in such quantities as it sees fit.

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<PAGE> 10
Section 3.3 Price and Terms of Sale. The prices, delivery terms, terms of
payment and other terms relating to any Specialized Equipment offered by
Licensor to Licensee will be prescribed by Licensor and will be subject to
change by Licensor without prior notice at any time. Notwithstanding the
foregoing, the price of any Specialized Equipment sold to Licensee by licensor
will not be changed once an order for such Specialized Equipment has been
received by Licensor.

Section 3.4 Sales Following Termination. Upon receipt of notice of
termination by either Licensor or Licensee, or upon the termination of this
Agreement, Licensor will not be obligated to fill or ship any orders for
Specialized Equipment previously or thereafter received from Licensee; provided,
however, that in the event Licensor has received payment for goods ordered but
not delivered prior to receipt of notice of termination, Licensor will return
such payment regardless of any other claims it may have against Licensee or ship
such goods at its election.

Section 3.5 Unavailability or Delay. Licensor shall in no event be liable
to Licensee for unavailability of or in delay in shipment in or receipt of
Specialized Equipment due to temporary product shortages or unavailabilities,
order backlogs, production difficulties, delays in or unavailability of
transportation, or fire, strikes, work stoppages or other causes beyond the
reasonable control of Licensor.

ARTICLE 4. QUALITY CONTROL, LICENSEE'S OPERATION

Section 4.1 Standards of Quality. Licensee understands that given its
intended use of Licensor's Proprietary Marks and Indicia pursuant to this
Agreement, it is essential to the preservation and promotion of Licensor's
reputation and acceptance by the public at large and to the maintenance and
enlargement of the goodwill associated with the Proprietary Marks and Indicia,
that Licensee maintain uniform high standards of quality, performance,
appearance and service in its own operations. Licensee also recognizes that
benefits inuring to both parties shall be derived from such uniformity of
quality, appearance and service. Accordingly, Licensee will abide by the
following provisions:

(a) Permits. Licensee will obtain and maintain in full force and
effect, at its expense, during the term of this Agreement, all federal, state
and local permits required to operate its Transportation System. Licensee will
not commence operations in Licensee's Market until it has obtained all such
permits necessary in Licensee's Market.

(b) Compliance with Laws. Licensee will comply with all federal,
state, county, municipal or other governing statutes, laws, ordinances, or
regulations, rules or orders of any governmental or quasi-governmental entity,

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body, agency, commission, board or official applicable to Licensee's operations
center, employees, vans, or business. Nothing herein will prevent Licensee from
engaging in a bona fide contest of the validity or applicability thereof in any
manner permitted by law. Licensee shall immediately notify Licensor of any
legal, administrative, regulatory or other proceedings instituted by or against
Licensee in which any governmental or quasi-governmental entity, body, agency,
commission, board or official is a party.

(c) Tariffs. Licensee will establish its own tariffs and prices for
the airport shuttle services and products offered in connection with the license
granted herein.

(d) Operations Center. In conjunction with the reasonable advice and
recommendations of Licensor, Licensee will establish an operations center from
which it will conduct its Transportation System in Licensee's Market. Licensee
will use its best efforts to find appropriate locations reasonably satisfactory
to Licensor for its operations center; however, it will be within Licensee's
ultimate discretion to select an appropriate location and to establish its
operations center.

(e) Approved Suppliers.

(i) Except for the Software (as defined below), Licensee is
required to purchase all supplies and equipment to be used in connection with
the Transportation System which bears the Marks or Indicia or which relate to
the Specialized Equipment, communication equipment, the van fleet, and parts and
services therefor from:

(A) manufacturers, suppliers or distributors from time
to time designated in writing by Licensor;

(B) such other suppliers selected by Licensee and
approved by Licensor in the manner and subject to the conditions described
below; or

(ii) Licensor shall approve suppliers selected by Licensee
provided the following conditions are met:

(A) Licensee shall submit a written request to Licensor
for approval of the supplier;

(B) The supplier shall demonstrate to Licensor's
satisfaction that it is able to supply an item to Licensee meeting Licensor's

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<PAGE> 12
specifications for such item, including but not limited to, providing Licensor
with samples and the opportunity to inspect its facilities from time to time;

(C) The supplier shall demonstrate to Licensor's
satisfaction that the supplier is of good standing in the business community
with respect to its financial soundness and the reliability of its product and
service;

(D) The supplier obtains and maintains, and submits to
Licensor proof of, sufficient insurance coverage (including, but not limited to,
product liability coverage) at limits and including coverage acceptable to
Licensor and includes Licensor, SuperShuttle and Licensee as additional named
insureds with the right to receive at least thirty (30) days' prior written
notice of any modification, cancellation or termination of such policy; and

(E) The supplier signs Licensor's then-standard
form of supplier agreement.

(iii) Until and unless Licensor notifies Licensee in writing
that it has approved a supplier, Licensee must continue to purchase from the
parties described in (i) above.

(iv) If Licensor determines that a previously approved
supplier no longer conforms to such standards, it shall so notify Licensee and
Licensee shall thereupon discontinue making purchases from that supplier.

(f) General Manager. In order to maintain a high level of service
and for the protection of the integrity of Licensor's Proprietary Marks and
Indicia, Licensee agrees to employ a competent general manager, subject to
Licensor's prior written approval, to serve in Licensee's Market (the "General
Manager"). The General Manager shall undergo, and complete to the Licensor's
satisfaction, an initial training program and all subsequent training programs
conducted by Licensor at Licensor's request.

(g) Employees. Licensee shall at all times maintain a staff of
employees sufficient to operate the Transportation System. All drivers shall be
employed by Licensee and shall be under Licensee's full and direct control.
Licensee or its General Manager shall conduct an initial orientation program and
quarterly update training programs that meet Licensor's specifications for
Licensee's employees. Licensee shall cause all of its employees to attend such
training programs and to adhere to all training directives.

(h) Signs. When using Licensor's Proprietary Marks and Indicia,
including all signs, emblems, logos, lettering and pictorial materials used in
or about Licensee's vans or elsewhere, Licensee will conform to the
specifications and standards as to art work, lettering, colors, size,
construction and overall

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<PAGE> 13
appearance as may be reasonably prescribed by Licensor in writing from time to
time. In particular, and without limiting the generality of the foregoing,
Licensee will identify its vehicles in strict accordance with the Licensor's
specifications in the Operations Manual. Licensee shall at all times display all
signs and decals as directed by Licensor on the interior and exterior of each
van in its fleet, including without limitation, the Licensor's interior and
exterior "800 or 808 Phone Number, "How Am I Driving?" decal.

(i) Van Fleet. Licensee will at all times conduct its operations in
Licensee's Market with a number of vans sufficient to meet the demand for its
services, including, without limitation, by increasing its van fleet from time
to time so as to accommodate the growth in demand for its services in Licensee's
Market. Licensee agrees to expand its van fleet through the purchase or lease of
new vans only, provided, however, that Licensor will consider on a case-by-case
basis (but may in its sole discretion decline to grant) requests from Licensee
to incorporate into its fleet specific used vans. If Licensee sells, removes or
retires a vehicle from its fleet, Licensee shall remove all signs and decals and
shall completely repaint the vehicle in a color other than blue.

(j) Van Ownership. Licensee shall purchase or lease in its own name
all vehicles used in operating its Transportation System under this Agreement.
All such vehicles shall be registered in Licensee's name and Licensee shall
maintain registration certificates and other documents necessary to evidence
such ownership interest.

(k) Van Design. Licensee will use vans of the type, color and model
of vehicles specified by Licensor in the Operations Manual or in other written
directions to Licensee; provided, however, that Licensor will consider on a
case-by-case basis (but may in its sole discretion decline to grant) requests
from Licensee to incorporate into its fleet specific vans which do not comply
with the foregoing.

(l) Reservations System. Licensee acknowledges that Licensor has
developed a mandatory proprietary central reservations system for use as an
integral component of the Transportation System, and that the central
reservations system includes custom-designed and specially modified Software.
Licensee acknowledges that the principal purpose of the license granted hereby
is to operate the Transportation System and provide services to the general
public under the Trademarks identifying the source of such services, and that
maintaining the distinctive quality and uniformity of such services is central
to the reputation, goodwill and value of the Transportation System. Therefore,
Licensee shall be required to use the central reservations system and its
Software in the operation of the Transportation System. Concurrently with the
execution of this Agreement, the parties shall execute a Computer Software
License Agreement in the form

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attached to this Agreement as Exhibit "C" which is incorporated by this
reference as though set forth in full herein.

(m) Cashiering System. Licensee acknowledges that Licensor has
developed an optional proprietary cashiering system for use in the
Transportation System, and that Licensor has developed proprietary Software for
use in the cashiering system. Licensee may, but shall not be required to, use
the cashiering system and its Software in the operation of the Transportation
System. If Licensee elects to do so, Licensee shall execute the Licensor's
then-current form of Computer Software License Agreement, the current form of
which is attached hereto as Exhibit "C," and to pay additional fees for the
services provided. Licensee agrees and acknowledges that this will include
obtaining, installing, maintaining and upgrading equipment compatible with
Licensor's cashiering system, as modified from time to time, and that such
equipment must meet Licensor's specifications. Licensee may also enter into the
optional Maintenance and Support Agreement which is part of the Computer
Software License Agreement.

(n) Dispatch System. Licensee acknowledges that as of the effective
date of the Offering Circular provided to Licensee, Licensor was in the process
of developing an optional proprietary dispatch system, which includes
proprietary Software. After the dispatch system has been developed, Licensee
may, but shall not be required to, use the dispatch system and its Software in
the operation of the Transportation System. If Licensee elects to do so,
Licensee will be required to execute the Licensor's then-current form of
Computer Software License Agreement, the current form of which is attached
hereto as Exhibit "C," and to pay additional fees for the services provided.
Licensee agrees and acknowledges that this will include obtaining, installing,
maintaining and upgrading equipment compatible with Licensor's reservations and
dispatch system, as modified from time to time, and that such equipment must
meet Licensor's specifications. Licensee may also enter into the optional
Maintenance and Support Agreement which is part of the Computer Software License
Agreement.

(o) Communication Equipment. Licensee will equip the vans operated
by it under this Agreement, whether new or used, with two-way communication and
dispatch equipment which will permit two-way communication between the vans and
the operations center. Such communication and dispatch equipment will meet
certain reasonable minimum standards of performance as may be prescribed by
Licensor in writing.

(p) Maintenance. As part of its operations, Licensee will maintain
in good repair and condition and upgrade, at its expense, the vans, the
dispatch, communication and other equipment used by it in operating its
Transportation System. Licensee will not place or maintain in service any van
which is not clean, and free of dents, scratches or other damage, or mechanical
problems which

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materially and adversely affect its appearance or which render such van unsafe,
excessively noisy or uncomfortable in which to ride.

(q) Hours of Operation. Licensee will (i) operate its Transportation
System seven (7) days a week, including all holidays, (ii) with respect to each
airport in Licensee's Market, commence daily service not later than two (2)
hours before the first departing or arriving commercial flight and (iii)
conclude daily service not earlier than two (2) hours after arrival or departure
of the last commercial flight at any airport in Licensee's Market.
Notwithstanding the foregoing, Licensee will operate during such additional
hours as necessary to accommodate demand in Licensee's Market. Licensor will
consider on a case-by-case basis (but may in its sole discretion decline to
grant) requests from Licensee to reduce its hours of operation below those
required by this Section.

(r) Standards of Operation. Licensee is committed to providing at
all times prompt, courteous, and efficient service to the public; will provide
such service competently and in a professional manner; and in all business
dealings with members of the public will be governed by the highest standards of
honesty, integrity, fair dealing and ethical conduct. Licensor's decision to
grant a license to use the Proprietary Marks and Indicia to Licensee is
specifically conditioned upon Licensee's agreement to conduct operations that
meet Licensor's high standards of customer service, vehicle and equipment
cleanliness and maintenance and performance and Licensee's agreement to refrain
from doing anything which would tend to discredit, dishonor, reflect adversely
upon, or in any manner injure the reputation and goodwill of the Licensor, its
Proprietary Marks or Indicia.

(s) Licensor's Right to Inspect. Licensor, through its authorized
representatives upon twelve (12) hours' oral or written notice, will have the
right at all times to visit Licensee's operations center(s) in Licensee's
Market, for the purpose of (i)inspecting vans, Specialized Equipment, dispatch,
communication and other equipment used by Licensee required by this Agreement,
(ii) inspecting the nature and quality of services rendered, (iii) observing the
manner in which Licensee is rendering its services, (iv) conferring with
Licensee's employees, independent contractors, suppliers, agents and customers,
(v) examining Licensee' books and records pertaining to the operation of its
Transportation System, and (vi) observing the manner and method of operating the
business.

(t) Modification of Proprietary Marks and Indicia. Licensee
recognizes and agrees that from time to time hereafter, Licensor may change,
modify or discontinue use of the Proprietary Marks and Indicia, as well as the
copyrighted materials, products, services, equipment (including but not limited
to, vans, dispatch equipment, communication equipment and Specialized
Equipment), uniforms, supplies, techniques or methods which Licensee is either
granted the right to or required to use pursuant to this Agreement. Licensee
will (i) accept, use and display for the purpose of this Agreement any such
changes therein

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including new or modified Proprietary Marks, Indicia, copyrighted materials,
products, services, equipment (including, but not limited to vans, dispatch and
communication equipment), uniforms, supplies, techniques or methods as if they
were part of this Agreement at the time of execution hereof and (ii) discontinue
using, to the extent inconsistent with such changes, the existing Proprietary
Marks, Indicia, copyrighted materials, products, services, equipment (including,
but not limited to vans, dispatch and communication equipment), uniforms,
supplies, techniques or methods. Licensee will make such changes or
modifications, at Licensee's expense, within a reasonable time of Licensor's
implementation thereof.

(u) Group Rates; Coupons. In the event Licensor negotiates special
group and other arrangements involving group rates and discounts, Licensee
agrees to accept vouchers or coupons from such customers; provided, however,
that such arrangements shall in no way affect Licensee's right to establish its
own tariffs and prices. Such vouchers or coupons may be redeemed upon submission
to the Licensor in accordance with the procedures established in the Operations
Manual.

(v) Telephone Number and Listing. Licensee shall obtain and maintain
a separate dedicated telephone number or numbers solely for use in the operation
of Licensee's Transportation System and "white" and "yellow" page listings in
such telephone directories and other trade or business directories as are
required from time to time by Licensor. Licensee agrees and acknowledges that
such numbers and listings are part of the goodwill associated with the
Proprietary Marks and, therefore, are owned by Licensor irrespective of the
party in whose name such numbers and listings are held. Licensee also agrees and
acknowledges that upon expiration or termination of this Agreement, Licensee
shall have no right whatsoever to such numbers. Therefore, Licensee shall obtain
such numbers and listings in Licensor's name although Licensee shall be
responsible for payment of all charges. Licensee agrees to take all actions and
sign all documents which Licensor deems necessary or advisable from time to time
to evidence Licensor's ownership, including without limitation, a letter of
direction to the telephone company to transfer the listing as directed by
Licensor in the event of the termination or expiration of this Agreement.

Section 4.2 Licensee's Liability and Insurance.

(a) Licensee alone will be responsible for all loss or damage
arising out of or relating to its own operation of the Transportation System
hereunder or arising out of the acts or omissions of Licensee or any of its
employees, agents, servants or contractors in connection with the sale of
products or rendering of services by Licensee, and for all claims for damage to
property or for injury or death of any persons directly or indirectly resulting
therefrom. Licensee agrees to indemnify, defend and hold SuperShuttle,
SuperShuttle's affiliates, Licensor and

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their respective current and former affiliates, shareholders, officers,
directors, employees, partners, agents, representatives and assignees
("Representatives") harmless against, and to reimburse them for, any and all
obligations, expenses, fines, suits, costs, judgments, proceedings, claims,
losses, damages (actual and consequential), liabilities, actions or proceedings
of any kind or nature (including costs and reasonable attorneys' fees)
including, but without limitation, investigations, administrative proceedings,
suits or other actions in any way: (i) arising out of, alleged to have arisen
out of , related to or in connection with Licensee's operation of its
Transportation System hereunder, or (ii) arising out of, alleged to have arisen
out of, related to or in connection with the acts or omissions of Licensee or
any of its employees, agents, servants or contractors in connection with the
sale of products or rendering of services by Licensee. Without limiting the
generality of the foregoing, Licensee agrees to pay all federal, state and local
taxes arising out of or in any way connected with the operation of its
Transportation System under the terms of this Agreement. This indemnity shall
continue in full force and effect subsequent to and notwithstanding the
expiration or termination of this Agreement.

(b) In the event Licensor or any of its Representatives (hereinafter
the "Indemnitees") are the subject of any suit, investigation, proceeding or
action with respect to any claim for which it is entitled to indemnification
pursuant to Subsection 4.2(a) hereof, Licensor will give prompt notice to
Licensee of such suit, investigation, proceeding or action (provided that any
failure to so notify or delay in notifying Licensee shall only serve as an
excuse or defense to the obligations hereunder if and to the extent that
Licensee is actually damaged by such failure or delay). The Indemnitees will
have the right, but not the obligation, to defend, contest or otherwise protect
against any such suit, investigation, proceeding or action including, without
limitation, the right to make any compromise or settlement thereof and to
recover all costs of such defense, contest, protection, compromise or settlement
from Licensee. Licensee will have the right, at its expense, to participate in
such defense; provided, however, that such defense will at all times be
conducted by and under the control of the Indemnitees and counsel of their
choosing, and Licensee will be fully bound by the results thereof. In the event
that the Indemnitees elect not to defend, contest or otherwise protect against
any investigation, proceeding or suit, Licensee will have the right, at its
expense, to pursue any such defense, contest or protection.

(c) Licensee shall obtain and at all times during the term of this
Agreement maintain in force and effect and pay the premiums for an insurance
policy or policies protecting Licensee and its officers, directors, employees
and agents against any loss, liability or expense whatsoever from fire
(including extended coverage), personal injury, death, property damage, product
liability or theft, arising from or occurring in connection with Licensee's
operation of its Transportation System established by it pursuant to this
Agreement. All liability insurance policies shall include the following
provision, or one substantially similar:

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"SuperShuttle International, Inc., SuperShuttle Franchise Corporation,
their affiliates and their respective current and former officers,
directors, employees, shareholders and agents, in their respective
capacities as such, are added as insured hereunder with respect to the
products, premises and operations of [Licensee]."

Such policy or policies shall be written by a responsible insurance company or
companies admitted in the jurisdiction in which the Licensee's Market is located
and satisfactory to Licensor, and shall include at a minimum: (i) statutory
workers' compensation policy; (ii) auto liability coverage in the amount
required by regulatory agencies in the jurisdiction in which the Licensee's
Market is located; and (iii) a general liability policy (including product
liability and bodily injury) with limits of liability for bodily injury and
property damages as required by regulatory agencies in the jurisdiction in which
the Licensee's Market is located, but in no event less than $1,000,000 combined
single limit per occurrence. Such limits of liability shall be increased and
modified, or additional types of coverage shall be obtained at the direction of
Licensor, as and when the minimum limits of insurance required hereunder become
inadequate during the term of this Agreement, as determined by Licensor, and
Licensee agrees within thirty (30) days after receipt of notice from Licensor to
obtain such increased coverage and to submit evidence to Licensor that it has
done so. Said policies of insurance shall expressly require the insurer to
defend Licensee, Licensor, their affiliates and their respective current and
former officers, directors, employees, shareholders and agents in any such
action. Licensee shall furnish to Licensor certified copies of such policies
evidencing coverage as set forth above, naming SuperShuttle, Licensor, their
affiliates and their current and former officers, directors, employees,
shareholders and agents, as additional insureds, and providing that each such
policy shall not be cancelled, limited, amended, modified or fail to be renewed
except upon thirty (30) days' prior written notice to Licensor. No later than
ten (10) days prior to commencing operation of the Transportation System,
Licensee shall furnish Licensor with evidence of all insurance policies required
by this subsection. Such evidence shall be in the form of certificates of
insurance, binders of insurance or endorsements satisfactory to Licensor and
containing the language required by this subsection. Maintenance of the
insurance required under this Section shall not relieve Licensee of the
obligations of indemnification contained in Subsection 4.2(a) hereof. If
Licensee fails to procure or maintain in force any insurance as required by this
Subsection or to furnish the certified copies or certificates thereof required
hereunder, Licensor may, in addition to all other remedies it may have, procure
such insurance and/or certified copies or certificates, and Licensee shall
promptly reimburse Licensor for all premiums and other costs incurred in
connection therewith.

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ARTICLE 5. OTHER FEES AND REPORTS

Section 5.1 Amount of Royalty Fee. Subject to the adjustments provided
in Section 5.3, Licensee agrees to pay to Licensor, by the Wednesday following
each full or partial calendar week beginning after Licensee begins operations,
but in no event later than one hundred twenty (120) days after the date of this
Agreement, a royalty fee ("Royalty Fee") of Forty Dollars ($40.00) per van or
other vehicle marked for any portion of such week with any of the Proprietary
Marks or Indicia pursuant to the license granted under this Agreement.
Notwithstanding the foregoing but subject to the adjustments provided in Section
5.3, the aggregate Royalty Fee shall not be less than_______________ Dollars
($_____________) per calendar week (or a pro rate amount thereof in the case of
a partial calendar week) ("Minimum Royalty Fee"). A van or other vehicle shall
be included in the calculation of the Royalty Fee regardless of whether such van
or vehicle was actually operated during the relevant week and regardless of the
reason for such lack of operation, including, without limitation, because of
reduced demand, mechanical problems or the inability to meet federal, state or
local vehicle codes.

Section 5.2 Marketing Fund Contribution. Subject to the adjustments
provided in Section 5.3, Licensee agrees to pay to Licensor, by the Wednesday
following each full or partial calendar week beginning after Licensee begins
operations, but in no event later than one hundred twenty (120) days after the
date of this Agreement, a contribution to the Marketing Fund, as defined in
Article 7 below, of Ten Dollars ($10.00) per van or other vehicle marked for any
portion of such week with any of the Proprietary Marks or Indicia pursuant to
the license granted under this Agreement. Payment of the Marketing Fund
contribution shall be made by check or other method or form of payment, separate
from Licensee's other obligations to make payments to Licensor, and shall be
made payable as designated by Licensor. Notwithstanding the foregoing but
subject to the adjustments provided in Section 5.3, the aggregate Marketing Fund
contribution shall be not less than Dollars ($ ) per calendar week (or a pro
rata amount thereof in the case of a partial calendar week) ("Minimum Marketing
Fund Contribution"). A van or other vehicle shall be included in the calculation
of the Marketing Fund contribution regardless of whether such van or other
vehicle was actually operated during the relevant week and regardless of the
reason for such lack of operation, including, without limitation, because
reduced demand, mechanical problems or the inability to meet federal, state or
local vehicle codes.

Section 5.3 Cost of Living Adjustment: Other Adjustment.

(a) The Royalty Fee and Minimum Royalty Fee provided for in
Section 5.1 and the Marketing Fund contribution and Minimum Marketing Fund
Contribution provided for in Section 5.2 shall be adjusted at the commencement
of the first full calendar week of the thirteenth month of this Agreement and
annually

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thereafter (the "Adjustment Date") as provided in this Section. The base for
computing the adjustment is the Consumer Price Index - Transportation ("CPI")
for Licensee's Market, published by the United States Department of Labor,
Bureau of Labor Statistics ("Index"), which is published for the month nearest
the date of this Agreement ("Beginning Index"). If the Index published nearest
the Adjustment Date ("Extension Index") has increased over the Beginning Index,
the Royalty Fee, the Minimum Royalty Fee, the Marketing Fund contribution and
the Minimum Marketing Fund Contribution for the following year (until the next
adjustment) shall be set by multiplying each of the Royalty Fee and Minimum
Royalty Fee, the Marketing Fund contribution and the Minimum Marketing Fund
Contribution by a fraction, the numerator of which is the Extension index and
the denominator of which is the Beginning Index. In no case shall the Royalty
Fee, the Minimum Royalty Fee, the Marketing Fund contribution or the Minimum
Marketing Fund Contribution be tess then the amounts set forth in Sections 5.1
and 5.2, as applicable. If the Index is changed so that the base year differs
from that used to establish the Beginning Index, the Index shall be converted in
accordance with the conversion factor published by the United States Department
of Labor, Bureau of Statistics. If the Index is discontinued or revised during
the term of this Agreement, such other government index or computation with
which it is replaced shall be used in order to obtain substantially the same
result as would be obtained if the Index had not been discontinued or revised.

(b) In addition, in the event a new airport or other
transportation center is opened in Licensee's Market during the term of this
Agreement, Licensor shall have the right to adjust the Minimum Royalty Fee and
the Minimum Marketing Fund Contribution.

Section 5.4 Reservations Fee. Licensee agrees to pay to Licensor, on a
semi-monthly basis within five (5) days after invoice by Licensor, beginning
after Licensee begins operations, but in no event later than one hundred twenty
(120) days after the date of this Agreement, a central reservation transaction
charge per call or reservation processed through the mandatory central
reservations system and directed to Licensee of ten percent (10%) of the total
revenue from the trip(s) for which the reservation is made (the "Reservation
Fee"). In addition, Licensee shall pay Licensor any additional fees charged to
Licensor or SuperShuttle by financial institutions for credit card processing
fees with respect to such reservation or trip. Licensee agrees and acknowledges
that Licensor may change the frequency of invoices and the frequency of
Licensee's obligation to make payments from time to time. Invoices will also
reflect credits for cancellations received during the period covered by the
invoice.

Section 5.5 Fleet Status Report. Licensee will submit, on forms
prescribed by Licensor, a Fleet Status Report to Licensor, with and at the time
each Royalty Fee payment is required pursuant to Section 5.1 hereof, which Fleet
Status Report

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will be certified to be true, correct and complete by an officer, director or
principal stockholder of Licensee.

Section 5.6 Maintenance and Audit of Records. Licensee will maintain
its books and records relating to the information in the Fleet Status Reports
according to generally accepted accounting principles. Licensee agrees that all
such books and records (which includes, without limitation, trip sheets and way
bills) will be retained for a period of not less than five (5) years after the
close of the fiscal year to which they relate and will be open at all reasonable
times to inspection and verification by Licensor or any of its representatives.
Further, Licensor may audit such books and records as reasonably necessary to
confirm the accuracy of the Fleet Status Reports. An audit shall be conducted by
an auditor approved by Licensee, which approval shall not be unreasonably
withheld. Any such audit will be held not more than once in any twelve (12)
month period. Licensor will bear the cost of such audit except in the event the
results thereof reveal the aggregate Royalty Fees reported as due by Licensee
for any twelve-month period prior to the audit was more than three percent (3%)
below the aggregate Royalty Fees determined as due by the auditor. In such an
event, Licensee shall promptly pay to Licensor the cost of the audit and the
amount of the Royalty Fee underpayment and Marketing Fund contribution
underpayment as determined by the auditor.

Section 5.7 Interest. Any sums due by Licensee to Licensor, if not paid
when due (whether such amount has been shown on any report required to be
submitted by Licensee or has subsequently been determined by verification,
examination or audit to have been due for any month), shall bear interest from
the due date until paid, calculated at the lesser of: (i) one and one-half
percent (1 1/2%) of the unpaid balance per month; or (ii) the maximum rate
permitted by law.

Section 5.8 Late Fee. In addition to all other rights and remedies
Licensor has under this Agreement, in the event Licensee does not pay any
Royalty Fee pursuant to Section 5.1 or any Marketing Fund contribution pursuant
to Section 5.2 within five (5) days after it is due, Licensor may, at its
option, require Licensee to pay a late fee of Five Dollars ($5.00) per van per
week. In addition to all other rights and remedies Licensor has under this
Agreement, in the event Licensee does not pay any other sum when due, Licensor
may, at its option, require Licensee to pay a late fee of ten percent (10%) of
the delinquent fees due. The parties acknowledge that Licensee's failure to pay
sums when due will result in additional administrative and other expenses to
Licensor, the actual amount of which is impractical and difficult to determine
and that such late fees are reasonable to compensate Licensor for such
additional expenses.

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ARTICLE 6. MARKETING

Section 6.1 Marketing Fund. The contributions described in Section 5.2
shall be deposited into a separate account designated for such advertising,
marketing, public relations and promotions as the Licensor may deem necessary or
appropriate (the "Marketing Fund"). The Licensor will make contributions to the
Marketing Fund with respect to operations by Licensor and its affiliates of the
SuperShuttle Transportation System.

Section 6.2 Administration of Marketing Fund.

(a) The Licensor shall have sole discretion over the creative
concepts, materials and endorsements used in the marketing program and over the
geographic market media allocation thereof. The Marketing Fund will be
administered by the Licensor for the purpose of advertising, promoting and
enhancing the Proprietary Marks and Indicia and the image of the Transportation
System which will include the costs of maintaining, administering, directing and
preparing advertising, the cost of preparing and conducting advertising
campaigns and other public relations activities, employing advertising agencies,
public relations firms, providing promotional brochures and other marketing
devices to Licensee and salaries, administrative costs and overhead Licensor may
incur in activities related to the administration of the Marketing Fund and
marketing programs financed through the Marketing Fund (including without
limitation, collecting and accounting for contributions to the Marketing Fund).
The Licensor undertakes no obligations in administering the Marketing Fund or to
make expenditures for Licensee which are equivalent or proportionate to its
contributions or to ensure that any particular licensee benefits directly or
prorate from the placement of advertising. The Marketing Fund will be accounted
for separately from Licensor's other funds.

(b) The Licensor agrees that all contributions of licensees to
the Marketing Fund shall be fully expended or allocated within six (6) months
after the end of each fiscal year as established from time to time by Licensor,
or committed for expenditure, unless otherwise permitted by a majority vote of
all licensees eligible (as determined at the time of the vote) to participate on
an Marketing Fund Advisory Committee as described in Subsection (c) below. Each
eligible licensee will have one vote.

(c) The Licensor shall have the right but not the obligation
to establish a Marketing Fund advisory committee consisting of licensees of
Licensor and such other persons as Licensor may designate, to advise and consult
with the Licensor in connection with establishment, modification, continuance,
or other decisions or considerations affecting marketing programs. The
organizational structure and manner of operation of such committee shall be
determined by Licensor in its sole discretion. If such a committee is
established, Licensor shall

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consult with such committee and consider such committee's input and advice
concerning the use of the Marketing Fund. However, Licensor shall retain sole
discretion over all aspects, including but not limited to administration and
use, of the Marketing Fund. Licensee is not eligible to participate on this
committee or any other committees or councils if Licensee is not current with
respect to its contributions to the Marketing Fund or any other payments
required by this Agreement.

(d) The Licensor shall have the right in its sole discretion,
at any time during the term of this Agreement, to perform any or all of its
duties and activities set forth in this Article relating to the Marketing Fund
by means of a separate entity controlled by Licensor, provided that such
performance complies with all of the terms and conditions of this Section. In
the event Licensor elects to do so, it shall have the right to require Licensee
by written notice, to pay Licensee's contributions to the Marketing Fund to such
entity.

ARTICLE 7. TRANSFERS AND ASSIGNMENTS

Section 7.1 General Prohibition. The rights granted to the Licensee
under this Agreement are personal and the Licensee acknowledges that the
Licensor is entering into this Agreement in reliance upon and in consideration
of the individual character, skill, attitude, business ability and financial
capacity of the Licensee, or, if Licensee is a corporation or a partnership, of
its principal shareholders and officers or partners. Except as set forth in
Sections 7.2 through 7.4 below and subject to all the terms and provisions
thereof, Licensee will not make, permit or suffer any assignment, hypothecation,
conveyance or transfer of any kind of any of Licensee's rights or interests
under or pursuant to this Agreement. Without limitation of the foregoing, each
of the following shall be deemed an assignment for the purposes of this
Agreement:

(a) Any sale, conveyance, encumbrance, hypothecation,
mortgage, pledge, assignment or other transfer by Licensee of or with respect to
this Agreement or any rights or interest herein, including without limitation,
Licensee's business or its assets, voluntarily or involuntarily, by operation of
law or otherwise.

(b) Sale at judicial sale or under power of sale, conveyance
or retention of collateral in satisfaction of debt, or other procedure to
enforce the terms of any pledge, encumbrance or security interest in this
Agreement which results in disposition of any of Licensee's interests herein,
including without limitation, Licensee's assets.

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(c) The passing by operation of law to any other party or
parties of Licensee's interest in this Agreement, including without limitation,
Licensee's assets, or any part thereof,

(d) Any transaction or series of transactions which results in
a fifty percent (50%) change of ownership in Licensee.

Any transfer or assignment of this Agreement or any rights
hereunder, other than in accordance with and subject to all the terms and
provisions of Sections 7.2, 7.3 and 7.4 below, will constitute a material breach
of this Agreement, will be subject to the provisions of Section 8.1 below and
will confer no rights or interest whatsoever under this Agreement upon any other
party.

Section 7.2 Licensor's Consent to Voluntary Assignment. In the event
Licensee desires or proposes voluntarily to assign this Agreement or its assets
to any party, Licensee will first notify Licensor in writing of such proposed
assignment or other action, setting forth in detail the nature of the item or
interest to be sold, assigned, transferred or otherwise acted upon, the name and
address of the proposed transferee, assignee, purchaser or party acquiring any
interest, and the consideration, if any, therefore. Subject to prior compliance
with the provisions of this Article 7, including, without limitation, Section
7.8, Licensor will consent to the proposed transaction, provided that:

(a) at the time of the proposed transfer, all outstanding
obligations of Licensee to Licensor have been satisfied; and

(b) that it will be demonstrated to the reasonable
satisfaction of Licensor that the proposed transferee, assignee or purchaser is
of good moral character, and possesses the business experience and capability,
credit standing, health and financial resources necessary to successfully
operate Licensee's business in accordance with the terms of this Agreement. If
the proposed transferee, assignee or purchaser is a corporation, partnership, or
other entity, the provisions of the preceding sentence will apply to the
individuals who are to own such corporation, partnership or entity; and

(c) that Licensee and its principals must execute a general
release of the Licensor, SuperShuttle, their respective affiliates and
associates and their respective current and former officers, shareholders,
directors, agents and employees in a form satisfactory to Licensor; and

(d) that the proposed transferee is duly licensed to operate
the Transportation System in the Licensee's Market and that Licensee will have
obtained, at its or at the transferee's expense, all requisite consents to such

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transfer by any federal, state, local or municipal authorities having
jurisdiction of the same; and

(e) at Licensor's option, that the transferee execute the
standard form of License Agreement then being offered to new licensees (modified
to delete the requirement of an initial license fee and to reflect the remaining
term and renewal terms then remaining with respect to this Agreement) and other
ancillary documents that Licensor requires, the terms of which may vary from
those of this Agreement; and

(f) that the transferee expressly assumes in writing for the
benefit of the Licensor all of the obligations of the Licensee under this
Agreement, whether accrued at the time of such transfer or arising thereafter,
and agrees to be bound by all of the terms and provisions of this Agreement to
the same extent and in the same manner as Licensee, provided however, that
neither the Licensor's consent to a transfer or anything contained therein shall
be deemed to constitute a release of Licensee of its obligations under this
License Agreement; and

(g) if the transferee or assignee is a corporation, the
corporation's performance of its obligations shall be guaranteed by all of its
shareholders as from time to time constituted, stock certificates shall be
legended to reflect restrictions on assignment, and Licensor shall have the
right to require that the sole business of such corporation shall be the
operation of the Transportation System hereunder. In the event the transferee is
a partnership, all partners shall be required to execute the License Agreement
described in Subsection (e) above and the assumption agreement described in
Subsection (f) above.

Licensee will cooperate with Licensor in making available such information as
Licensor may require to make the above-described determinations. For all
assignments other than an initial assignment by Licensee to a limited
partnership or other organization providing initial financing to Licensee, or an
assignment resulting from the death of a shareholder of Licensee, Licensee will
pay a transfer fee of Fifty Thousand Dollars ($50,000.00).

Section 7.3 Licensor's Consent to Encumbrances. In the event Licensee
desires or proposes to pledge, encumber or grant any security interest in this
Agreement, Licensee will first notify Licensor in writing of such proposed
transaction. Licensor will not unreasonably withhold its consent to such
transaction, subject, however, to the following conditions:

(a) Any constant so granted will not be deemed a consent to
such pledgee, encumbrancer or secured party exercising any rights or
prerogatives of Licensee under this Agreement, nor its exercise of any rights or
prerogatives of a holder of an ownership interest in Licensee.

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(b) Any consent so granted will not be deemed a consent to any
subsequent disposition including any described in Section 7.1 (c) above. Any
such subsequent disposition will be deemed an assignment or transfer within the
meaning of Section 7.1 above, and will be subject to the provisions of this
Section.

(c) The pledgee, encumbrancer or secured party will have
executed and delivered to Licensor an instrument in writing agreeing to be bound
by the provisions of this Article 7.

(d) Licensee will have obtained all requisite consents to such
pledge or hypothecation from all necessary federal, state, local or municipal
authorities.

Section 7.4 Death of Principal Shareholder, Partner or Licensee. In the
event of the death of a principal shareholder or of a partner of Licensee, which
death results in an assignment or transfer of this Agreement within the meaning
of Section 7.1 above, Licensee may retain the rights granted hereunder if
Licensee makes arrangements satisfactory to the Licensor, in its discretion, for
the continued active management of the Transportation System within one hundred
eighty (180) days of such death. In the event Licensee is an individual who
dies, then Licensor shall consent to an assignment or transfer of this Agreement
to the executor, administrator or other personal representative of the deceased,
and subsequently to the person or persons entitled to distribution from the
deceased's estate (or directly to the latter persons if no probate proceedings
are instituted with respect to the estate), provided that each of the following
conditions is fulfilled with respect to each such assignment or transfer:

(a) It shall be demonstrated to the reasonable satisfaction of
Licensor that such executor, administrator, personal representative or
distributee is of good moral character, and possesses the business experience
and capability, credit standing and health and financial resources necessary to
successfully operate Licensee's business in accordance with the terms of this
Agreement. Such executor, administrator, personal representative or distributee
shall cooperate with Licensor in making available such information as Licensor
may require to make the above described determinations.

(b) There shall not be an existing default in any of the
obligations of Licensee hereunder, all amounts owed to Licensor as of the date
of death shall be paid in full and the executor, administrator or other personal
representative shall have fully paid to Licensor a transfer fee of Five Thousand
Dollars ($5,000) for the training course, supervision, and administrative,
accounting, legal and other Licensor expenses.

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(c) Such executor, administrator, personal representative, or
distributee shall have submitted to Licensor satisfactory evidence that he has
succeeded or otherwise become entitled to all rights of the deceased in
Licensee, as the case may be.

(d) Such executor, administrator, personal representative or
distributee shall have obtained all requisite consents to such transfer of and
all appropriate federal, state, local or municipal authorities.

Any consent by Licensor to an assignment or transfer of this Agreement
or of any interest in Licensee to the executor, administrator or personal
representative of the deceased shall not constitute a consent to any subsequent
assignment or transfer thereof from such executor, administrator or personal
representative to any distributee of the estate. Any consent by Licensor to such
subsequent assignment or transfer shall be subject to fulfillment, with respect
to said subsequent assignment or transfer separately and specifically, of all
the conditions stated in this Section 7.4.

Section 7.5 Time Limitation. In the case of any transaction
described in Sections 7.2 and 7.3 above, Licensor will not be required to give
its consent to such transaction unless each condition precedent to such consent
requiring action by Licensee or any third party has been fulfilled within ninety
(90) days from the date of the event giving rise to the requirement of such
consent.

Section 7.6 No Sublicensing Rights. Notwithstanding anything
to the contrary herein, the Licensee shall not sublicense the right to operate
the Transportation System granted pursuant to this Agreement.

Section 7.7 Assignability by Licensor. This Agreement and
Licensor's rights hereunder may be assigned by Licensor to any corporation or
other entity or person which may succeed to the business of Licensor by sale of
assets, merger, consolidation or otherwise, and also may be assigned by Licensor
to a stockholder or stockholders thereof in connection with any distribution of
the assets of said corporation, provided, however, that no such assignment or
transfer will result in the discontinuation of Licensee's rights under this
Agreement.

Section 7.8 Right of First Refusal. Licensee may not sell its
business (either directly or indirectly, including, without limitation, through
a merger or sale of substantially all of the assets or stock of Licensee) or
assign the License Agreement unless it first gives written notice to Licensor
(the "Notice") at least thirty (30) days prior to any such sale. The Notice
shall name the proposed purchaser and specify the purchase price and payment
terms of the offer. If Licensor notifies Licensee in writing within thirty (30)
days following receipt of the Notice that it desires to purchase Licensee's
business, Licensee shall sell, and Licensor shall purchase, Licensee's business
at the price and on the terms

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contained in the Notice; provided, however, that if the purchase price specified
in the Notice consideration other than cash and notes, Licensor may substitute
for such other compensation cash in an amount equal to the fair market value
thereof. The closing of such sale shall be held within sixty (60) days following
receipt by Licensee of Licensor's notice. Any sale of Licensee's business in
violation of this Section 7.8 shall be deemed a transfer of Licensee's rights
under this Agreement in breach of Article 7.

ARTICLE 8. TERMINATION AND DEFAULT

Section 8.1 Termination by Licensor.

(a) Except as provided in Subsection 8.1(b) below, in the
event Licensee fails to perform any obligation imposed upon Licensee by this
Agreement and such default is not totally cured within thirty (30) days after
Licensor gives written notice of such default to Licensee, then Licensor may
terminate this Agreement at any time thereafter by giving written notice of
such termination to Licensee.

(b) Licensor may terminate this Agreement forthwith and
without giving Licensee any period of time to cure, by giving written notice to
Licensee, on account of any of the following matters:

(i) Licensee is declared bankrupt or judicially
determined to be insolvent or all or a substantial part of the assets thereof
are assigned to or for the benefit of any creditor;

(ii) Any transfer or assignment of this Agreement not
in compliance with Article 7, provided that if Licensor does not elect to
exercise its right to terminate this Agreement pursuant to this subsection, such
inaction will not be deemed to constitute a consent to such transfer or
assignment or any further transfer or assignment thereof nor to confer any
rights of interest whatever upon the purported transferee or assignee, but this
Agreement will remain binding and in full force and effect as between Licensor
and Licensee;

(iii) The business or business premises or other
assets of Licensee are seized, taken over or foreclosed by a government official
in the exercise of his duties, or seized, taken over or foreclosed by a
creditor, lienholder or lessor (unless a supersedeas or other appeal bond has
been filed) or execution has been levied upon the rights granted to Licensee by
this Agreement is not discharged within one month of such levy;

(iv) Licensee and Licensor agree in writing to
terminate the license granted hereunder;

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(v) If the Licensee fails to keep the administrative
office for its business hereunder open or suspends operation of the
Transportation System for a period of five (5) or more consecutive days without
Licensor's written consent, or for a shorter period of time after which it is
not unreasonable to conclude that the Licensee does not intend to operate the
business hereunder, unless such failure is due to (A) reasons of governmental
action not related to a breach by the Licensee of this Agreement or of the lease
for its office; or (B) an event of force majeure not caused, directly or
indirectly, by the Licensee's negligence or willful conduct;

(vi) If the Licensee makes any material
misrepresentations relating to the acquisition of this Agreement, or it engages
in conduct which reflects materially and unfavorably on the operation and
reputation of the Licensor, SuperShuttle or their business;

(vii) If the same or different defaults or breaches
occur three (3) or more times in any twelve (12) month period, whether or not
such breaches or defaults were cured;

(viii) If Licensee or a principal of a corporate or
partnership Licensee is convicted of or pleads nolo contendere, to a felony or
other criminal misconduct relevant to the operation of its business hereunder or
injurious to the reputation of the Licensor, SuperShuttle or their business;

(ix) If the Licensee materially breaches or defaults
under any promissory note or other agreement with Licensor or any of its
affiliates which breach or default is not cured within the cure period (if any)
permitted under any such agreement;

(x) If Licensor makes a reasonable determination
that continued operation of the business hereunder by the Licensee will result
in an imminent danger to public health or safety;

(xi) If the Licensee fails to adequately develop the
Licensee's Market;

(xii) If the Licensee makes any unauthorized use,
duplication or disclosure of any trade secrets or any other proprietary
information, including but not limited to, any portion of the Operations Manual
in violation of this Agreement;

(xiii) If a judgment against the Licensee in the
amount of Twenty-Five Thousand Dollars ($25,000.00) or more remains unsatisfied
(unless an appeal is filed or a supersedeas bond is secured) for a period of
more than fifteen (15) days;

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(xiv) If the Licensee fails, for a period of three
(3) days after notification of noncompliance, to comply with any federal, state
or local law or regulation applicable to the operation of the business licensed
hereunder;

(xv) If the Licensee's rights under any license,
permit or certificate required for the operation of the business licensed
hereunder are suspended, terminated or interrupted;

(xvi) If the Licensee fails to make payments of any
amounts due the Licensor or its affiliates, within ten (10) days after written
notice of such failure is deemed delivered to Licensee;

(xvii) If Licensee fails to maintain and operate its
vehicles and the Transportation System in a safe, clean, professional and
ethical manner and in compliance with the standards prescribed by Licensor in
the Operations Manual;

(xviii) If Licensee uses the Trademarks or Indicia,
the Licensor's trade secrets or the Transportation System in any other business
which it operates;

(xix) If customer complaints concerning Licensee's
Transportation System exceed the limit established from time to time by Licensor
for two (2) consecutive quarters, the current limit established being two and
one-half (2 1/2) times the average rate of complaints received during such
quarter by Licensor for all of its affiliate and licensed operations (without
including complaints regarding Licensee's operations), calculated on a per van
basis; or

(xx) If Licensee or its General Manager fail to
participate in and complete to Licensor's satisfaction any of Licensor's
required training courses.

(c) This Agreement shall automatically terminate without any
action required by the parties in the event Licensee has not commenced operation
of the Transportation System within one hundred twenty (120) days after the
execution of this Agreement as required by Section 1.2 above.

Section 8.2 Nonexclusive Remedy. The rights of Licensor to terminate
this Agreement pursuant to this Article 8, whether or not exercised, will not be
exclusive of any other remedies given Licensor by this Agreement or by law on
account of any default of Licensee hereunder.

Section 8.3 No Waiver. The description of any default in any notice
served upon the Licensee shall in no way preclude the Licensor from specifying
additional or supplemental defaults in any action, arbitration, hearing or suit
relating to this Agreement or the termination hereof.

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Section 8.4 Obligations Following Termination or Expiration. Upon
termination or expiration of this Agreement, whether by lapse of time, by
termination pursuant to any provision of this Article 8, by mutual consent of
the parties, by operation of law, or in any other manner whatsoever, Licensee's
authority to use the Proprietary Marks and Indicia will end, and Licensee will:

(a)Immediately and permanently discontinue the use of
any of the Proprietary Marks, the Indicia and any other materials which may in
any way indicate or tend to indicate that Licensee is or was authorized to use
such Proprietary Marks and Indicia;

(b) Permanently remove, destroy or obliterate, at
Licensor's direction and at Licensee's expense, all signs stationary,
letterheads, forms, printed matter, promotional displays and advertising
containing any of the Proprietary Marks or Indicia, the use of which is
prohibited by Subsection 8.4(a) above;

(c) Immediately and permanently discontinue all
advertising which uses, contains or makes reference to any of the Proprietary
Marks or Indicia, and cancel all such advertising already placed or contracted
for which would otherwise be published, broadcast, displayed or disseminated
after the date of expiration or termination hereof;

(d) Take any and all steps which Licensor deems
necessary or appropriate to modify the vans, Specialized Equipment and other
items associated with the Transportation System, including without limitation,
permanently repaint its vans to a color other than blue, so that they no longer
suggest or indicate a connection with SuperShuttle, Licensor, the Proprietary
Marks or Indicia or the Transportation System;

(e) Thereafter refrain from doing anything tending to
indicate that Licensee is or was an authorized Licensee of Licensor, or is or
was in any way associated with Licensor;

(f) Pay all amounts due Licensor promptly upon
expiration or termination;

(g) Refrain from directly or indirectly at any time
or in any manner identifying itself or any business as a current or former
SuperShuttle licensee, or as a franchisee or licensee of or as otherwise
associated with the Licensor or SuperShuttle (other than under other license
agreements with the Licensor), or using any Proprietary Mark, any Indicia or any
imitation thereof in any manner or for any purpose, or utilize for any purpose
any trade name, trade or service mark or other commercial symbol that suggests
or indicates a connection or association with the Licensor or SuperShuttle;

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(h) Return to Licensor all disclosure documents, sales and
marketing materials, all copies of the Operations Manual, Training Manuals,
Marketing Manuals, proprietary Software programs and documentation and all other
materials containing any Proprietary Marks or Indicia of otherwise identifying
or relating to the Transportation System, and any and all documents or materials
designated as confidential and proprietary by Licensor, including without
limitation, customer lists;

(i) Return or destroy all materials constituting trade dress;

(j) Take such action as may be required to cancel all
fictitious or assumed name or equivalent registrations relating to its use of
any Proprietary Marks;

(k) Comply with all further requirements set forth in the
Operations Manual; and

(1) Furnish to the Licensor, within thirty (30) days after the
effective date of termination or expiration, evidence satisfactory to the
Licensor of its compliance with the foregoing obligations.

Section 8.5 Telephone Listings. The Licensee shall immediately assign
to Licensor or its nominee, all telephone numbers and listings in the "yellow"
pages, "white" pages, other telephone directories and all other trade or
business directories, which were used in connection with its operation of the
business conducted hereunder.

Section 8.6 Power of Attorney. Upon termination or expiration of this
Agreement, and in the event that Licensee does not meet its obligations under
this Article in a timely manner, Licensor is hereby irrevocably appointed as the
Licensee's attorney-in-fact to execute in its name and on its behalf all
documents, and to do all acts, necessary to carry out the Licensee's obligations
under this Article.

Section 8.7 General Provisions Regarding Termination/Expiration.

(a) Termination or expiration of this Agreement under any
circumstances will not abrogate, impair, release or extinguish any debt,
obligation or liability of Licensee to Licensor which may have accrued
hereunder, including without limitation, any such debt, obligation or liability
which was the cause of termination or arose out of such cause.

(b) All covenants and agreements of Licensee which by their
terms or by reasonable implication are to be performed, in whole or in part,
after the

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termination or expiration of this Agreement, will survive such termination or
expiration.

(c) In the event this Agreement is transferred or assigned by
Licensee, and such transfer or assignment is consented to by Licensor, Licensee
will comply with the requirements of this Article, except that pursuant to such
assignment the signs, stationery letterheads, forms, printed matter, promotional
displays may be transferred to assignee, and need not be destroyed, discontinued
or cancelled.

(d) Upon termination or expiration of this Agreement under any
circumstance, Licensor shall thereupon immediately have the right to begin
operation of a business in Licensee"s Market involving the Transportation System
or to license another party to do so.

Section 8.8 Relief in Equity. Licensee agrees that neither termination
of this Agreement nor an action at law, nor both, would be an adequate remedy
for a breach or default by Licensee, or by any other persons bound by this
Agreement, in the performance of any obligation relating to the Proprietary
Marks or Indicia, the trade secrets and confidential information revealed to
Licensee in confidence pursuant to this Agreement, or the obligations of
Licensee and such other persons as are bound hereby. It is agreed that in the
event of any such breach or default, in addition to all other remedies provided
elsewhere in this Agreement or by law, Licensor shall be entitled to relief in
equity (including a temporary restraining order, temporary or preliminary
injunction, and permanent mandatory or prohibitory injunction) to restrain the
continuation of any such breach or default or to compel compliance with such
provisions of this Agreement.

ARTICLE 9. RENEWAL

Section 9.1 Renewal Options. Licensee is hereby granted an option to
extend this Agreement for three (3) five (5) year periods (each hereinafter
referred to as a "Renewal Period"). This option may be exercised by Licensee by
sending to Licensor written notice of its intention to do so, by certified mail,
not less than one hundred eighty (180) days prior to the expiration of the
initial term of this Agreement with respect to the first Renewal Period and not
less than one hundred eighty (180) days prior to the expiration of any Renewal
Period then in effect, with respect to each subsequent Renewal Period. The
Licensee's failure to give timely notice with respect to a Renewal Period shall
constitute its rejection of the renewal option and all such options shall
immediately terminate.

Section 9.2 Conditions For Renewal Option. Licensor may elect to revoke
said option and refuse to allow renewal only if (a) during the license period,
Licensee has repeatedly and unreasonably been in material default of this

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Agreement or (b) Licensee is in material default of this Agreement at the time
it attempts to exercise said option or at the time the Renewal Period commences,
or an event has occurred and is continuing which, with notice or the passage of
time or both, would constitute a default under this Agreement.

Section 9.3 Execution of Agreement. Upon each renewal, the parties will
confirm in writing the extension of this Agreement. Alternatively, at Licensor's
sole option, Licensor may require Licensee to enter into Licensor's then-current
form of License Agreement. In the event Licensor so elects, following notice of
exercise of Licensee's renewal option, Licensor shall provide Licensee with a
copy of its then-current form of license agreement and related agreements being
used by Licensor with the modifications noted below and the Licensee shall
execute and deliver such Agreement to Licensor together with payment of all of
Licensor's costs in connection with renewing the Agreement including, without
limitation, legal fees for the preparation of documents.

(a) Term and Renewal. The term and renewal provisions of the
agreement shall be consistent with the terms of this Agreement;

(b) Fee. The Licensee shall not be required to pay any initial
fee stated therein, but instead shall pay Licensor's renewal costs as set forth
above; and

(c) Survival. The renewal agreement shall be subject to any
provisions of this Agreement which are intended by the parties to survive the
expiration of such Agreement.

Section 9.4 Execution of General Release. Concurrently with execution
of any renewal agreement, the Licensee shall execute a general release of all
claims against the Licensor and its affiliates and current and former
associates, officers, directors, shareholders, employees, agents and
representatives.

Section 9.5 Equipment Replacement. The Licensee, at its sole cost and
expense, shall update, repair or replace, as required by Licensor, any and all
equipment and other items relating to its obligations under this Agreement to
meet Licensor's then-current requirements.

Section 9.6 Licensor's Election Not To Renew. The Licensee shall be
deemed to have withdrawn its request to renew this Agreement (and its option
shall thereupon terminate) if it fails to comply with each of the conditions set
forth above in a timely manner or if it fails to return to the Licensor any
documents required in connection with the renewal within twenty (20) days after
the Licensor has delivered them to the Licensee. In the event Licensor
determines that Licensee does not have the right to exercise the renewal option
referred to in Section 9.1 above and Licensor is unwilling to renew the license
granted by this

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Agreement, Licensor shall give to Licensee, not less than one hundred eighty
(180) days prior to expiration of this Agreement, a Notice of Intention Not to
Renew ("Notice"). Such Notice shall set forth the specific acts and/or omissions
of Licensee which constitute the reasons under this Agreement that Licensor is
unwilling to renew this Agreement for all remaining Renewal Periods. The
notice period required under this Section 9.6 shall run contemporaneously with
the notice period required under Section 9.1 and not consecutively. If
applicable law requires that Licensor give notice to Licensee prior to the
expiration of the initial term or Renewal Period, as applicable, or if
applicable law requires that longer periods of notice be given than those set
forth herein, this Agreement will remain in effect until the notice required by
applicable law has been given.

Section 9.7 Termination of Option. In the event Licensee fails to elect
to renew this Agreement for any specific Renewal Period in accordance with
Sections 9.1 and 9.2 hereof or Licensor is unwilling to permit Licensee to renew
this Agreement for any particular Renewal Period pursuant to Section 9.6,
Licensee shall not have the right to renew this Agreement for any subsequent
Renewal Period and Licensee acknowledges that the provisions of Sections 8.4
through 8.8 shall apply.

ARTICLE 10. MISCELLANEOUS PROVISIONS

Section 10.1 Force Majeure. In the event of a strike, lockout or labor
controversy or the entry of any injunction or the happening of any event beyond
the control of Licensor which results in the inability of Licensor to operate or
to provide the services contemplated by this Agreement, there shall be no
obligation on the part of Licensor to operate or to provide such services during
the period when Licensor is unable to do so. Licensee hereby waives any right to
claim either actual or punitive damages against Licensor as the result of
Licensee's inability to operate its Transportation System or Licensor's
inability to operate or provide services during such period.

Section 10.2 Grammar. The masculine of any pronoun will include the
feminine and the neuter thereof, and the singular of any noun or pronoun shall
include the plural, or vice versa, wherever the context requires.

Section 10.3 Interpretation. Upon any effective transfer or assignment
of Licensee's interest in this Agreement, any and all reference herein to
"Licensee" will, unless the context otherwise requires, mean and refer to such
assignee. References to rights and obligations of the parties during the term of
this Agreement shall also apply to any renewal term of this Agreement if the
Licensee exercises its option to renew in accordance with the terms of this
Agreement and in the event the Licensor does not require the Licensee to enter
into its then-current form of License Agreement. References in the Agreement to
actions,

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rights, decisions or options to be exercised in the Licensor's discretion shall
mean the sole, absolute and unfettered discretion of the Licensor.

Section 10.4 Section Headings. Section headings are for convenience of
reference only and should not be construed as part of this Agreement nor should
they limit or define the meaning of any provision herein.

Section 10.5 Remedies Cumulative. All rights and remedies conferred
upon either party by this Agreement and by law are cumulative of each other, and
neither the exercise nor the failure to exercise any such right or remedy will
preclude the exercise of any other such right or remedy.

Section 10.6 Nonwaiver. No failure by either party to take action on
account of any default of the other party, whether in a single instance or
repeatedly, and no course of dealing of the parties in variance with the terms
hereof constitutes a waiver of any such default or of the performance required
of either party by this Agreement. No express waiver by either party of any
provision or performance hereunder or of any default by the other party
constitutes a waiver of any other or future provision, performance or default.
No waiver or extension of time shall be effective unless expressly contained in
a writing signed by the waiving party. Licensor may in its sole discretion elect
from time to time to waive obligations of Licensee under this Agreement upon
such terms and conditions as Licensor may, in its sole discretion, set forth in
such waiver.

Section 10.7 Arbitration; Attorneys Fees. Except as provided in Section
8.8 above, any controversy arising out of this Agreement shall be submitted to
the American Arbitration Association at its offices in Phoenix, Arizona, Los
Angeles, California, or such other location as Licensor may designate, for
arbitration in accordance with its commercial rules and procedures which are in
effect at the time the arbitration is filed. The prevailing party in such
arbitration or in any legal proceeding will be entitled to recover as an element
of such party's cost of arbitration, suit or proceeding, and not as damages,
reasonable attorneys' fees to be fixed by the arbitrator or by the court. No sum
for attorneys' fees will be counted and calculated in the amount of judgment for
purposes of determining whether a party is entitled to recover its costs or
attorneys' fees.

Section 10.8 Invalidity and Severability. If any provision of this
Agreement is determined to be invalid or unenforceable, either in its entirety
or by virtue of its scope or application to given circumstances, such provision
shall be deemed modified to the extent necessary to render the same valid, or as
not applicable to the given circumstances, or to be exercised from this
Agreement, as the situation may require, and this Agreement shall be construed
and enforced as if such provision had been included herein as so modified in
scope or application, or had not been included herein, as the case may be, it
being the stated intention of the

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Parties that had they known of such invalidity or unenforceability at the time
of entering into this Agreement, they would have nevertheless contracted upon
the terms contained herein, either excluding such provisions, or including such
provisions only to the maximum scope and application permitted by law, as the
case may be. In the event such total or partial invalidity or unenforceability
of any provision of this Agreement exists only with respect to the laws of a
particular jurisdiction, this Section will operate upon such provision only to
the extent that the laws of such jurisdiction are applicable to such provision.

Section 10.9 Notices. Any notice or demand given or made pursuant to
the terms of this Agreement will be made in writing and delivered by personal
service, facsimile, telegram, telecopy, or first class, registered or certified
mail (postage prepaid) to such address as may be designated from time to time by
the relevant party, and which will initially be as set forth as follows:

(a) If given to Licensor:

SuperShuttle Franchise Corporation
4610 South 35th Street
Phoenix, Arizona 85040
Telephone: (602) 232-2200
Facsimile: (602) 243-6446
Attention:
------------------------
(b) If given to Licensee:

------------------------------------
------------------------------------
------------------------------------
------------------------------------
Telephone:
------------------------------------
Facsimile:
------------------------------------
Attention:
------------------------------------

Any notice sent by certified mail will be deemed to have been given three (3)
days after the date on which it is mailed. All other notices will be deemed
given when received. No objection may be made to the manner of delivery of any
notice actually received in writing by an authorized agent of a party.

Section 10.10 Entire Agreement. This Agreement, any documents executed
contemporaneously herewith which expressly reference this Agreement and any
documents referred to herein constitute and contain the entire Agreement and
understanding of the parties with respect to the subject matter hereof. There
are no representations, undertakings, agreements, terms, or conditions not
contained or referred to herein. This Agreement supersedes and extinguishes any
prior written agreement between the parties or any of them relating to the
subject

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matter hereof, provided that it shall not abrogate, impair, release or
extinguish any debt, obligation or liability otherwise existing between the
parties. This Agreement may not be modified or amended except by a written
amendment executed by both parties.

Section 10.11 Binding Effect. This Agreement will be binding upon
and subject to Article 7 hereof, will inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, personal representatives,
successors and assigns.

Section 10.12 Controlling Law. This Agreement, including all matters
relating to the validity, construction, performance, and enforcement thereof,
shall be governed by the laws of California without giving effect to its
provision regarding choice of laws.

Section 10.13 Relationship of Parties.

(a) Nothing herein contained shall be deemed or construed to
create the relationship of principal and agent, partnership, joint venture or
employment, or a fiduciary relationship, and the Licensee shall not hold itself
out as an agent, legal representative, partner, subsidiary, joint venturer,
servant or employee of Licensor or any affiliate or licensee of Licensor. With
respect to all matters pertaining to the operation of the business conducted
hereunder, the Licensee is, and shall be, an independent contractor. Neither
Licensor nor the Licensee has the right to bind or obligate the other to any
obligations or debts.

(b) It is acknowledged that the Licensee is the independent
owner of its business, shall be in full control thereof, and shall conduct such
business in accordance with its own judgment and discretion, subject only to the
provisions of this Agreement. Licensee shall employ a sufficient workforce of
employees to operate the Transportation System. All drivers shall be employed by
Licensee and shall be under Licensee's full and direct control. Licensor shall
neither regulate nor be responsible for the hiring or firing of the Licensee's
agents or employees or for the Licensee's contracts, except to the extent
necessary to protect the SuperShuttle system as provided in this Agreement. The
Licensee shall conspicuously identify itself as the independent owner of its
business and as a licensee of the Licensor. No party hereto shall be obligated
by, or have any liability for, any agreements, representations or warranties
made by the others nor shall the Licensor be liable for any damages to any
person or property, directly or indirectly, arising out of the operation of the
Licensee's business, whether caused by the Licensee's negligent or willful
action or failure to act. The Licensor shall have no liability for any sale,
use, excise, income, property or other tax levied upon the business conducted by
the Licensee or in connection with the services performed or business conducted
by it or any expenses incurred by it.

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Section 10.14 Licensor Succession. In the event the Agreement pursuant
to which Licensor has the right to license Licensee is terminated for any
reason, then SuperShuttle or its nominee shall forthwith succeed to all of the
rights and assume all of the obligations of the Licensor under this Agreement.

Section 10.15 Partnership and Corporate Licensees.

(a) If Licensee is a partnership, Licensee shall deliver to
Licensor a copy of its current partnership agreement prior to the execution of
this Agreement. Thereafter, Licensee shall deliver to Licensor copies of all
restated partnership agreements and any amendments to the partnership agreement
marked to indicate changes since the date of the partnership agreement
previously delivered to Licensor. If Licensee is a corporation, Licensee shall
deliver to Licensor a copy of its articles of incorporation, or other charter
documents and all amendments thereto, and a copy of its current bylaws, prior to
the execution of this Agreement. Thereafter, Licensee shall deliver to Licensor
copies of all subsequent amendments to its articles of incorporation or other
charter documents and its current bylaws, marked to indicate changes since the
date of the articles, bylaws or other charter documents previously delivered to
Licensor.

(b) If Licensee is a corporation, partnership or other
entity, Exhibit "D" shall be completed and delivered together with this License
Agreement. Licensee shall notify Licensor in writing within ten (10) days of any
change in the information contained in Exhibit "D".

(c) If Licensee is a corporation, it shall maintain stop
transfer instructions against the transfer on its records of any securities
subject to the restrictions against transfer set forth in this Agreement, and
Licensee shall issue no additional securities unless the following legend
appears conspicuously on the face of the stock certificate evidencing the
issuance thereof:

"The transfer of the shares represented by this stock
certificate is subject to the terms and conditions of
the License Agreement entered into with SuperShuttle
Franchise Corporation dated , 19 _, a copy of
which is on file with the Secretary of this
corporation."

Section 10.16 Approvals, Consents and Guaranties,

(a) If Licensee is a corporation, a partnership or other
entity, Licensor shall not be bound unless all shareholders, general partners or
members have read and approved this Agreement and further agree that any
restriction applicable to the corporation, partnership or other entity shall
also apply to them individually and collectively (including limitations on their
ability to transfer their interests in the Licensee) and further agree, if
Licensor so requires, to personally,

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<PAGE> 40
jointly and severalty, guarantee the performance of Licensee under the terms of
this Agreement by executing the form of guaranty set forth in Exhibit "E"
attached hereto.

(b) Licensee's spouse or the spouse of a shareholder, a
partner or a member of a Licensee which is a corporation, partnership or other
entity shall execute a spousal consent in the form attached hereto as Exhibit
"F".

Section 10.17 Time of the Essence. Time is of the essence in each and
every one of the provisions of this Agreement.

ARTICLE 11. ACKNOWLEDGEMENTS.

THE LICENSEE ACKNOWLEDGES AND REPRESENTS THE FOLLOWING TO LICENSOR TO
INDUCE IT TO ENTER THIS AGREEMENT, AS FOLLOWS:

Section 11.1 Documents. IT HAS READ THIS AGREEMENT AND THE SUPERSHUTTLE
UNIFORM FRANCHISE OFFERING CIRCULAR AND ALL OTHER RELATED AGREEMENTS AND
DOCUMENTS AND UNDERSTANDS AND ACCEPTS THE TERMS, CONDITIONS, AND COVENANTS
CONTAINED IN THIS AGREEMENT AS BEING REASONABLY NECESSARY TO MAINTAIN THE
SYSTEM'S HIGH STANDARDS OF QUALITY AND SERVICE AND THE UNIFORMITY OF THOSE HIGH
STANDARDS BY ALL SUPERSHUTTLE LICENSEES IN ORDER TO PROTECT AND PRESERVE THE
GOODWILL OF THE PROPRIETARY MARKS AND INDICIA.

Section 11.2 Risks. THE LICENSEE ACKNOWLEDGES THAT IT HAS CONDUCTED AN
INDEPENDENT INVESTIGATION OF THE BUSINESS CONTEMPLATED BY THIS AGREEMENT AND
RECOGNIZES THAT IT INVOLVES BUSINESS RISKS, AND THAT MAKING A SUCCESS OF THE
VENTURE IS LARGELY DEPENDENT UPON THE BUSINESS ABILITIES OF THE LICENSEE.
LICENSOR EXPRESSLY DISCLAIMS THE MAKING OF, AND THE LICENSEE ACKNOWLEDGES THAT
IT HAS NOT RECEIVED NOR RELIED UPON ANY REPRESENTATION, WARRANTY OR GUARANTY,
EXPRESS OR IMPLIED, AS TO THE POTENTIAL VOLUME, PROFITS OR SUCCESS OF THE
BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT. THE LICENSEE IS ENTERING INTO
THIS AGREEMENT AS A RESULT OF ITS OWN INDEPENDENT INVESTIGATION AND NOT AS A
RESULT OF ANY REPRESENTATION OF LICENSOR, ITS AGENTS, OFFICERS OR EMPLOYEES NOT
CONTAINED IN ANY OFFERING CIRCULAR, DISCLOSURE DOCUMENT OR OTHER SIMILAR
DOCUMENT. NO BROKER, SALESPERSON, REPRESENTATIVE OR OTHER PERSON HAS THE
AUTHORITY TO BIND OR OBLIGATE LICENSOR IN ANY WAY EXCEPT AN AUTHORIZED OFFICER
AT THE PRINCIPAL OFFICE OF LICENSOR AND BY AN INSTRUMENT IN WRITING. THE
LICENSEE UNDERSTANDS AND ASSUMES THE BUSINESS RISKS INHERENT IN THIS ENTERPRISE.

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Section 11.3 No Other Representations, THE LICENSEE HEREBY EXPRESSLY
WARRANTS THAT IT HAS NO KNOWLEDGE OF ANY REPRESENTATION BY LICENSOR OR ITS
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR SERVANTS, OR ANY BROKER
OR SALESPERSON ABOUT THE BUSINESS CONTEMPLATED BY THIS AGREEMENT THAT IS
CONTRARY TO THE TERMS OF THIS AGREEMENT, THE OFFERING CIRCULAR OR THE DOCUMENTS
RELATED HERETO. THE LICENSEE REPRESENTS TO LICENSOR, AS AN INDUCEMENT TO ITS
ENTRY INTO THIS AGREEMENT, THAT THE LICENSEE HAS MADE NO MISREPRESENTATIONS IN
OBTAINING THIS AGREEMENT.

Section 11.4 Advisors. THE LICENSEE ACKNOWLEDGES THAT IT HAS RECEIVED,
READ AND UNDERSTANDS THIS AGREEMENT, THE ATTACHMENTS HERETO AND ALL DISCLOSURE
DOCUMENTS DELIVERED IN CONNECTION HEREWITH, THAT THE LICENSEE HAS HAD AMPLE TIME
AND OPPORTUNITY TO REVIEW SUCH DOCUMENTS WITH ITS OWN LEGAL COUNSEL AND OTHER
ADVISORS OF ITS OWN CHOOSING AND TO CONSULT WITH THEM ABOUT THE POTENTIAL
BENEFITS AND RISKS OF ENTERING INTO THIS AGREEMENT, AND THAT LICENSOR OR ITS
REPRESENTATIVE HAS FULLY AND ADEQUATELY EXPLAINED THE PROVISIONS OF SUCH
DOCUMENTS TO THE SATISFACTION OF THE LICENSEE.

Section 11.5 Non-Uniformity. THE LICENSEE IS AWARE OF THE FACT THAT
SOME PRESENT OR FUTURE LICENSEES OF LICENSOR MAY OPERATE UNDER DIFFERENT FORMS
OF AGREEMENTS, AND CONSEQUENTLY, THAT LICENSOR'S OBLIGATIONS AND RIGHTS IN
RESPECT TO ITS VARIOUS LICENSEES MAY DIFFER MATERIALLY.

Section 11.6 Representatives. IN ALL OF THEIR DEALINGS WITH THE
LICENSEE, THE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SALES PERSONNEL,
AGENTS AND REPRESENTATIVES OF LICENSOR ACT ONLY IN A REPRESENTATIVE CAPACITY,
NOT IN AN INDIVIDUAL CAPACITY, AND THIS AGREEMENT, AND ALL BUSINESS DEALINGS
BETWEEN THE LICENSEE AND SUCH INDIVIDUALS AS A RESULT OF THIS AGREEMENT, ARE
SOLELY BETWEEN THE LICENSEE AND LICENSOR.

Section 11.7 0perating Authority. LICENSEE UNDERSTANDS AND ACKNOWLEDGES
THAT IN ORDER TO OPERATE THE TRANSPORTATION SYSTEM, LICENSEE MUST OBTAIN CERTAIN
PERMITS, REGISTRATIONS AND COMPLY WITH THE REGULATIONS FOR DOING SO. THIS MAY
INCLUDE REGULATION BY FEDERAL, STATE AND LOCAL AUTHORITIES, AS WELL AS
REGULATION BY THE AIRPORT(S) AT WHICH LICENSEE WILL CONDUCT OPERATIONS. LICENSEE
SPECIFICALLY REPRESENTS AND WARRANTS TO LICENSOR THAT IT HAS SUCH OPERATING
AUTHORITY OR IS FULLY FAMILIAR WIT THE PROCESS OF OBTAINING SUCH AUTHORITY.
FURTHER,LICENSEE

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UNDERSTANDS AND AGREES TO COMMENCE FULL OPERATION OF ITS TRANSPORTATION SYSTEM
UNDER THIS AGREEMENT NO LATER THAN ONE HUNDRED TWENTY (120) DAYS AFTER SIGNING
THIS AGREEMENT. IF LICENSEE DOES NOT DO SO, THIS AGREEMENT WILL TERMINATE AND
LICENSOR WILL RETAIN ALL AMOUNTS PAID BY LICENSEE. LICENSEE EXPRESSLY ASSUMES
ANY AND ALL RISK OF FAILING TO OBTAIN ALL NECESSARY OPERATING AUTHORITY AND
FAILING TO COMMENCE OPERATIONS WITHIN THE TIME REQUIRED, AND THE CONSEQUENCES OF
FAILING TO DO SO.

Executed at__________________________,_________________________, on the
day and year first above written.

LICENSOR: LICENSEE:

SUPERSHUTTLE FRANCHISE (IF LICENSEE IS AN INDIVIDUAL. PLEASE
CORPORATION COMPLETE THIS SECTION)

____________________________________
(PRINT NAME OF INDIVIDUAL)
By:____________________________
____________________________________
Its:___________________________ (SIGNATURE)

(IF LICENSEE IS A CORPORATION, PLEASE
COMPLETE THIS SECTION)

___________________________________
(PRINT NAME OF CORPORATION)

By:________________________________
(SIGNATURE)

________________________________
(PRINT NAME)

Title:_____________________________

(Signatures continued on page 41)

<PAGE> 1
Exhibit 10.36

SUPERSHUTTLE INTERNATIONAL, INC.,

WARRANT AGREEMENT

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN
COMPLIANCE WITH SECTION 9 OF THIS AGREEMENT.

THIS WARRANT AGREEMENT (the "Agreement") , dated as of June 15, 1995, is
made and entered into by and between SUPERSHUTTLE INTERNATIONAL, INC., a
Delaware corporation (the "Company"), and FRANK R. KLINE, JR., co-trustee of the
KLINE LIVING TRUST u/a/d MARCH 9, 1993 (the "Warrantholder").

For good and valuable consideration, receipt of which is hereby
acknowledged, the Company hereby issues to the Warrantholder warrants (as
hereinafter described, the "Warrants") to purchase up to an aggregate of
Twenty-five Thousand (25,000) (subject to adjustment pursuant to Section 5
hereof) shares (the "Shares") of the Company's Common Stock (the "Common
Stock").

This Warrant is issued pursuant to that certain Fee Agreement, dated as of
June 15, 1995 (the "Fee Agreement").

In consideration of the foregoing and for the purpose of defining the terms
and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and the Warrantholder, for value received, hereby agree
as follows:

Section 1. Representations.

1.1 Investment Representation. The Warrantholder hereby represents to the
Company as follows:

1.1.1 The Warrantholder is experienced in evaluating and investing
in emerging companies such as the Company.

1.1.2 The Warrantholder is acquiring this Warrant, and the Shares
issuable upon exercise of this Warrant, for investment for its own account and
not with the view to, or for resale in connection with, any distribution
thereof. The Warrantholder understands that neither the Warrant nor the Shares
have been registered under the Securities Act by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the

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<PAGE> 2
investment intent as expressed herein.

1.1.3 The Warrantholder acknowledges that this Warrant (and the Shares
of Common Stock issuable upon exercise hereof) must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available. The Warrantholder is aware of the provisions of Rule
144 promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than two years after a party has
purchased and paid for the security to be sold, the sale being through a
"broker's transaction" or in transactions directly with a "market maker" (as
provided by Rule 144 (f)) and the number of shares being sold during any
three-month period not exceeding specified limitations.

1.1.4 The Warrantholder understands that no public market now exists
for any of the securities issued by the Company and that it is unlikely that a
public market will exist for the Shares of Common Stock in the foreseeable
future.

1.1.5 The Warrantholder has received a copy of the Company's balance
sheets as of September 30, 1992 and 1993, together with the related statements
of income, shareholders' equity and changes in financial position for the fiscal
years then ended, with the related opinions of Arthur Andersen & Co.,
independent public accountants (the "Audited Financials"), and 1.1.6 its
unaudited balance sheet dated September 30, 1994 and the related unaudited
statements of income and retained earnings for the year then ended (the
"Unaudited Financials") (collectively the "Financial Statements"), and has had
an opportunity to discuss the Company's business, management and financial
affairs with its management and has had the opportunity to review the Company's
operations and facilities. The Warrantholder understands that such discussions,
as well as any written information issued by the Company, were intended to
describe the aspects of the Company's business and prospects which it believes
to be material but were not necessarily a thorough or exhaustive description.

1.1.7 The Warrantholder (i) is represented by independent, experienced
counsel in connection with the negotiation of this transaction and the
preparation, execution and delivery of this Warrant, the Fee Agreement and the
documents contemplated thereby, (ii) is sophisticated and knowledgeable
concerning business and financial matters generally, (iii) has substantial
experience in investments, and (iv) has the knowledge and ability to evaluate
the risks and merits of an investment in the Company. The Warrantholder has
performed extensive due diligence regarding the Company, its assets and
business, and has obtained all

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information, documents and materials it has requested, has had the opportunity
to interview the employees and officers of the Company responsible for the
management and operation of the Company's business, and has satisfied itself
regarding the Company's value, finances, business and business prospects.

1.2 Legend on Shares. Each certificate for Shares issued upon exercise of
the Warrants shall bear the following legend:

"The shares represented by this Certificate have not been registered
under the Securities Act of 1933. The shares may not be sold,
exchanged, hypothecated or transferred in any manner unless they are
registered under said Act and applicable state law or an exemption
from such registration is available.

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a Registration Statement under the Act, of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.

Section 2. Term of Warrants; Exercise of Warrants.

2.1 Subject to the terms of this Agreement, the Warrantholder shall
have the right, upon the occurrence of a "Triggering Event," as hereinafter
defined, it any time until 5:00 p.m., Los Angeles time, on May 1, 2005 (the
"Termination Date"), to purchase from the Company up to the number of fully paid
and nonassessable Shares to which the Warrantholder may at the time be entitled
to purchase pursuant to this Agreement, upon surrender to the Company, at its
principal office, of this Agreement and payment to the Company of the Warrant
Price (as defined in and determined in accordance with the provisions of
Sections 4 and 5 hereof), for the number of Shares in respect of which such
Warrant is then exercised, but in no event for less than 100 Shares (unless less
than an aggregate of 100 Shares are then purchasable under all outstanding
Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall
be made in cash or by check.

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The Warrants shall be exercisable, at the election of the Warrantholder,
either in full or from time to time in part and, in the event that the Warrants
are partially exercised, a new Warrant Agreement evidencing the remaining
portion of the Warrants shall be executed by both parties hereto.

2.2 As used herein, "Triggering Event" shall mean and include the
first to occur of:

2.2.1 the successful completion of a public offering by the
Company of securities of the Company pursuant to a Registration Statement filed
with the Securities and Exchange Commission (other than a registration on Form
S-8 of a similar form contemplating the registration of securities for an
employee equity or benefit plan); or

2.2.2 the completion of a merger of the Company with or into any
other corporation or entity (other than a merger with a wholly-owned subsidiary
of the Company, or a merger solely for the purpose of changing the domicile and
state of incorporation of the Company); or

2.2.3 the completion of a sale of all or substantially all of the
assets of the Company in a single transaction or a series of related
transactions; or

2.2.4 the completion of a sale of all or substantially all of the
outstanding securities of the Company by the holders thereof in a single
transaction or a series of related transactions.

Section 3. Reservation of Shares.

There has been reserved, and the Company shall at all times keep reserved
so long as the Warrants remain outstanding, out of its authorized Common Stock,
such number of shares of Common Stock as shall be subject to purchase under the
Warrants.

Section 4. Warrant Price.

The price per Share (the "Warrant Price") at which Shares shall be
purchasable upon the exercise of the Warrants shall be Six Dollars ($6.00),
subject to further adjustment pursuant to Section 5 hereof.

Section 5. Adjustment of Warrant Price and Number of Shares.

In case the Company shall (i) pay a dividend in Common Stock or any other
security or make a distribution in Common Stock, (ii) subdivide its outstanding
Common Stock, (iii) combine its

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<PAGE> 5
outstanding Common Stock into a smaller number of shares of Common Stock, or
(iv) issue by reclassification of its Common Stock other securities of the
Company, the number and kind of Shares purchasable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the Warrantholder shall be
entitled to receive the kind and number of Shares or other securities of the
Company which it would have owned or would have been entitled to receive
immediately after the happening of any of the events described above, had the
Warrants been exercised immediately prior to the happening of such event or any
record date with respect thereto. Any adjustment made pursuant to this Section 5
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

Whenever the number of Shares purchasable upon the exercise of the Warrants
is adjusted as herein provided, the Warrant Price payable upon exercise of the
Warrants shall be adjusted by multiplying such Warrant Price immediately prior
to such adjustment by a fraction, the numerator of which shall be the number of
Shares purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and the denominator of which shall be the number of Shares so
purchasable immediately thereafter.

Except as provided in this Section 5, no adjustment in respect of any cash
dividends or distributions out of earnings shall be made during the term of the
Warrants or upon the exercise of the Warrants.

Section 6. Merger or Consolidation.

In case of any merger or consolidation the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation) , or in the case of any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrantholder shall have the
right thereafter (until the Termination Date) to receive upon the exercise
hereof, for the same aggregate Warrant Price hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property
receivable upon such merger or consolidation, or upon the dissolution following
such sale or other transfer, by a holder of the number of Shares obtainable upon
exercise of this Warrant immediately prior to such event.

Section 7. Fractional Interests.

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Market Price multiplied by such fraction. For purposes of this Agreement, the
term "Current Market Price" shall mean (i) if the Common Stock is traded in the
over-the-counter market and not in the NASDAQ National Market System nor on any
national securities exchange, the average per share closing bid prices of the
Common Stock on the fifteen (15) consecutive trading days immediately preceding
the date in question, as reported by NASDAQ or an equivalent generally accepted
reporting service, or (ii) if the Common Stock is traded in the NASDAQ National
Market System or on a national securities exchange, the average for the fifteen
(15) consecutive trading days immediately preceding the date in question of the
daily per share closing prices of the Common Stock in the NASDAQ National Market
System or on the principal stock exchange on which it is listed, as the case may
be. For purposes of clause (i) above, if trading in the Common Stock is not
reported by NASDAQ, the average referred to in said clause shall be as reported
in the "pink sheets" published by National Quotation Bureau, Incorporated. The
closing price referred to in clause (ii) above shall be the last reported sale
price or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices, in either case, in the NASDAQ
National Market System or on the national securities exchange on which the
Common Stock is then listed. In the event the Common Stock is not traded in the
NASDAQ National Market System or on a national securities exchange, the Current
Market Price shall be determined in good faith by the Board of Directors of the
Company.

Section 8. No Rights as Stockholder; Notices to Warrantholder.

Nothing contained in this Agreement shall be construed as conferring upon
the Warrantholder or its transferees any rights as a stockholder of the Company,
including the right to vote, receive dividends, consent or receive notices as a
stockholder in respect of any meeting of stockholders for the election of
directors of the Company or any other matter, except the Company shall mail to
each Warrantholder a copy of its annual report and any periodic reports provided
its shareholders. If, however, at any time prior to the expiration of the
Warrants and prior to their exercise in full, any one or more of the events
described in Section 6 shall occur, then the Company shall give notice in
writing of such event to the Warrantholder, as provided in Section 13 hereof,
as soon as reasonably practical but in any event at least 30 days prior to the
date fixed as a record date or the date of closing the transfer books for the
determination of the stockholders entitled to vote on such proposed
consolidation, merger, sale, dissolution, liquidation or winding up. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be. Failure to mail or receive such notice or any defect therein shall
not affect the validity of any action taken with respect thereto.

Section 9. Restrictions on Transfer.

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<PAGE> 7
The Warrantholder agrees that prior to making any disposition of the
Warrants or the Shares, if no registration statement or past-effective amendment
thereto under the Act (collectively a "Registration Statement") with respect to
such disposition is then effective, no such disposition shall be made unless
the Company has received from the Warrantholder an opinion of counsel reasonably
satisfactory to the Company that such disposition may be made without
registration under the Act.

Section 10. Exchange, Transfer, Assignment or Loss of Warrant.

Subject to Section 9 hereof, this Warrant is exchangeable, without expense,
at the option of the Warrantholder, upon presentation and surrender hereof to
the Company at its offices for other Warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
Shares as are purchasable hereunder. Upon surrender of this Warrant to the
Company at its principal office with the Assignment form annexed hereto duly
executed, the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall be promptly cancelled. Subject to Section 9 hereof, this Warrant
may be divided or combined with other Warrants upon presentation thereof at the
office of the Company together with a written notice signed by the Warrantholder
hereof specifying the names and denominations in which new warrants are to be
issued. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.

Section 11. Notices.

Any notice pursuant to this Agreement by the Company or by a Warrantholder
or a holder of Shares shall be in writing and shall be deemed to have been duly
given on the day personally delivered or transmitted via facsimile, or three
days after deposited in the U.S. mail by certified mail, return receipt
requested as follows:

If to a Warrantholder or a holder of Shares:

Frank R. Kline, Jr., co-trustee of the
Kline Living Trust u/a/d March 9, 1993
437 Swarthmore Ave.
Pacific Palisades, CA 90272
Attention:
Facsimile: (310) 459-5827

If to the Company:

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<PAGE> 8
SUPERSHUTTLE INTERNATIONAL, INC.
2129 West Rosecrans Avenue
Gardena, CA 90249
Attn: Mitch Rouse
Facsimile: (310) 769-4595

Any party may from time to time change the address to which notices to it
are to be delivered or mailed hereunder by notice in accordance herewith to the
other parties.

Section 12. Successors.

All the covenants and provisions of this Agreement by or for the benefit of
the Company, the Warrantholders or the holders of Shares shall bind and inure to
the benefit of their respective successors and assigns hereunder.

Section 13. Applicable Law.

This Agreement shall be deemed to be a contract made under the laws of the
State of California and for all purposes shall be construed in accordance with
the laws of said State.

-8-
<PAGE> 9
Section 14. Benefits of this Agreement.

Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrantholders and the holders of Shares
any legal or equitable right, remedy or claim under this Agreement. This
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrantholders and the holders of Shares.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.

SUPERSHUTTLE INTERNATIONAL, INC.

By [illegible]
-----------------------------------------
Its Secretary
-----------------------------------------

THE KLINE LIVING TRUST
u/a/d March 9, 1993

/s/ Frank R. Kline, Jr.
-----------------------------------------
By: Frank R. Kline, Jr.
Its: Co-Trustee

-9-
<PAGE> 10
ASSIGMENT FORM

For value received, the undersigned registered owner of Warrants to
purchase Common Stock of SUPERSHUTTLE INTERNATIONAL, INC., a Delaware
corporation (the "Company"), represented by that certain Warrant Agreement dated
June ____, 1995 between the Company and the undersigned, hereby sells, transfers
and assigns to the assignee named below Warrants to purchase _________ shares of
the Company's Common Stock:

Assignee:

Name ____________________________

Address ____________________________
____________________________

and authorizes the Company to cancel the Warrant Agreement and to issue and
deliver a new Warrant Agreement in the name of the Assignee for the number of
Warrants so transferred hereby.

Dated: __________________________ __________________________________
Signature

-10-

<PAGE> 1
EXHIBIT 10.37

SUPERSHUTTLE INTERNATIONAL, INC.,

WARRANT AGREEMENT

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY
NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER
EXCEPT IN COMPLIANCE WITH SECTION 9 OF THIS AGREEMENT.

THIS WARRANT AGREEMENT (the "Agreement"), dated as of June 15, 1995, is
made and entered into by and between SUPERSHUTTLE INTERNATIONAL, INC., a
Delaware corporation (the "Company"), and ULLICO, INC., a Maryland corporation
(the "Warrantholder").

For good and valuable consideration, receipt of which is hereby
acknowledged, the Company hereby issues to the Warrantholder warrants (as
hereinafter described, the "Warrants") to purchase up to an aggregate of
Fifty-six Thousand Three Hundred Fifty-six (56,356) (subject to adjustment
pursuant to Section 5 hereof) shares (the "Shares") of the Company's Common
Stock (the "Common Stock").

This Warrant is issued pursuant to that certain Preferred Stock
Purchase Agreement, dated as of June 15, 1995 (the "Purchase Agreement").

In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and the Warrantholder, for value received, hereby agree
as follows:

Section 1. Representations.

1.1 Investment Representation. The Warrantholder hereby represents to
the Company as follows:

1.1.1 The Warrantholder is experienced in evaluating and
investing in emerging companies such as the Company.

1.1.2 The Warrantholder is acquiring this Warrant, and the
Shares issuable upon exercise of this Warrant, for investment for its own
account and not with the view to, or for resale in connection with, any
distribution thereof. The Warrantholder understands that neither the Warrant
nor the Shares have been registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act

-1-
<PAGE> 2
which depends upon, among other things, the bona fide nature of the investment
intent as expressed herein.

1.1.3 The Warrantholder acknowledges that this Warrant (and
the Shares of Common Stock issuable upon exercise hereof) must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available. The Warrantholder is aware of the
provisions of Rule 144 promulgated under the Securities Act which permit limited
resale of shares purchased in a private placement subject to the satisfaction of
certain conditions, including, among other things the existence of a public
market for the shares, the availability of certain current public information
about the Company, the resale occurring not less than two years after a party
has purchased and paid for the security to be sold, the sale being through a
"broker's transaction" or in transactions directly with a "market maker" (as
provided by Rule 144 (f)) and the number of shares being sold during any
three-month period not exceeding specified limitations.

1.1.4 The Warrantholder understands that no public market now
exists for any of the securities issued by the Company and that it is unlikely
that a public market will exist for the Shares of Common Stock is the
foreseeable future.

1.1.5 The Warrantholder has received a copy of the Financial
Statements (as that term is defined in the Purchase Agreement), and has had an
opportunity to discuss the Company's business, management and financial affairs
with its management and has had the opportunity to review the Company's
operations and facilities. The Warrantholder understands that such discussions,
as well as any written information issued by the Company, were intended to
describe the aspects of the Company's business and prospects which it believes
to be material but were not necessarily a thorough or exhaustive description.

1.1.6 The Warrantholder (i) is represented by independent,
experienced counsel in connection with the negotiation of this transaction and
the preparation, execution and delivery of this Warrant, the Purchase Agreement
and the documents contemplated thereby, (ii) is sophisticated and knowledgeable
concerning business and financial matters generally, (iii) has substantial
experience in investments, and (iv) has the knowledge and ability to evaluate
the risks and merits of an investment in the Company. The Warrantholder has
performed extensive due diligence regarding the Company, its assets and
business, and has obtained all information, documents and materials it has
requested, has had the opportunity to interview the employees and officers of
the Company responsible for the management and operation of the Company's
business, and has satisfied itself regarding the Company's value, finances,
business and business prospects.

-2-
<PAGE> 3
1.2 Legend on Shares. Each certificate for Shares issued upon exercise
of the Warrants shall bear the following legend:

"The shares represented by this Certificate have not been
registered under the Securities Act of 1933. The shares may
not be sold, exchanged, hypothecated or transferred in any
manner unless they are registered under said Act and
applicable state law or an exemption from such registration
is available.

Section 2. Term of Warrants; Exercise of Warrants.

Subject to the terms of this Agreement, the Warrantholder shall have
the right, at any from and after the date hereof through and including 5:00
p.m., Los Angeles time, on May 1, 2010 (the "Termination Date"), to purchase
from the Company up to the number of fully paid and nonassessable Shares to
which the Warrantholder may at the time be entitled to purchase pursuant to this
Agreement, upon surrender to the Company, at its principal office, of this
Agreement and payment to the Company of the Warrant Price (as defined in and
determined in accordance with the provisions of Sections 4 and 5 hereof), for
the number of Shares in respect of which such warrant is then exercised, but in
no event for less than 100 Shares (unless less than an aggregate of 100 Shares
are then purchasable under all outstanding Warrants held by a Warrantholder).
Payment of the aggregate Warrant Price shall be made in cash or by check.

The Warrants shall be exercisable, at the election of the
Warrantholder, either in full or from time to time in part and, in the event
that the Warrants are partially exercised, a new Warrant Agreement evidencing
the remaining portion of the Warrants shall be executed by both parties hereto.

Section 3. Reservation of Shares.

There has been reserved, and the Company shall at all times keep
reserved so long as the Warrants remain outstanding, out of its authorized
Common Stock, such number of shares of Common Stock or shall be subject to
purchase under the Warrants.

Section 4. Warrant Price.

3
<PAGE> 4
The price per Share (the "Warrant Price") at which Shares shall be
purchasable upon the exercise of the Warrants shall be Six Dollars ($6.00),
subject to further adjustment pursuant to Section 5 hereof.

Section 5. Adjustment of Warrant price and Number of Shares.

In case the Company shall (i) pay a dividend in Common Stock or any
other security or make a distribution in Common Stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification of
its Common Stock other securities of the Company, the number and kind of Shares
purchasable upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the kind and
number of Shares or other securities of the Company which it would have owned or
would have been entitled to receive immediately after the happening of any of
the events described above, had the Warrants been exercised immediately prior to
the happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this Section 5 shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.

Whenever the number of Shares purchasable upon the exercise of the
Warrants is adjusted as herein provided, the Warrant Price payable upon exercise
of the Warrants shall be adjusted by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and the denominator of which shall be the number of Shares
so purchasable immediately thereafter.

Except as provided in this Section 5, no adjustment in respect of any
cash dividends or distributions out of earnings shall be made during the term of
the Warrants or upon, the exercise of the Warrants.

Section 6. Merger or Consolidation.

In case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation), or in the case of any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company in dissolved, the Warrantholder shall have the
right thereafter (until the Termination Date) to receive upon the exercise
hereof, for the same aggregate Warrant price hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property
receivable upon such merger or consolidation, or upon the dissolution following
such sale or

-4-
<PAGE> 5
other transfer, by a holder of the number of shares obtainable upon exercise of
this Warrant immediately prior to such event.

Section 7. Fractional Interests.

The Company shall not be required to issue fractional Shares on the
exercise of the Warrants. If any fraction of a share would, except for the
provisions of this Section 7, be issuable on the exercise of the Warrants (or
specified portion thereof), the Company shall pay an amount in cash equal to the
then Current Market Price multiplied by such fraction. For purposes of this
Agreement, the term "Current Market Price" shall mean (i) if the Common Stock is
traded in the over-the-counter market and not in the NASDAQ National Market
System nor on any national securities exchange, the average per share closing
bid prices of the Common Stock on the fifteen (15) consecutive trading days
immediately preceding the date in question, as reported by NASDAQ or an
equivalent generally accepted reporting service, or (ii) if the Common Stock is
traded in the NASDAQ National Market System or on a national securities
exchange, the average for the fifteen (15) consecutive trading days immediately
preceding the date in question of the daily per share closing prices of the
Common Stock in the NASDAQ National Market System or on the principal stock
exchange on which it in listed, as the case may be. For purposes of clause (i)
above, if trading in the Common Stock is not reported by NASDAQ, the average
referred to in said clause shall be as reported in the "pink sheets" published
by National Quotation Bureau, Incorporated. The closing price referred to in
clause (ii) above shall be the last reported sale price or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case, in the NASDAQ National Market System or on the
national securities exchange on which the Common Stock is then listed. In the
event the Common Stock is not traded in the NASDAQ National Market System or on
a national securities exchange, the Current Market Price shall be determined in
good faith by the Board of Directors of the Company.

Section 8. No Rights as Stockho1der; Notices to Warrantholder.

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<PAGE> 6
reasonably practical but in any event at least 30 days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the stockholders entitled to vote on such proposed consolidation, merger,
sale, dissolution, liquidation or winding up. Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.
Failure to mail or receive such notice or any defect therein shall not affect
the validity of any action taken with respect thereto.

Section 9. Restrictions on Transfer.

The Warrantholder agrees that prior to making any disposition of the
Warrants or the Shares, if no registration statement or post-effective amendment
thereto under the Act (collectively a "Registration Statement") with respect to
such disposition is then effective, no such disposition shall be made unless the
Company has received from the Warrantholder an opinion of counsel reasonably
satisfactory to the Company that such disposition may be made without
registration under the Act.

Section 10. Exchange, Transfer, Assignment or Loss of Warrant.

Subject to Section 9 hereof, this Warrant is exchangeable, without
expense, at the option of the Warrantholder, upon presentation and surrender
hereof to the Company at its offices for other Warrants of different
denominations entitling the holder thereof to purchase in the aggregate the same
number of Shares as are purchasable hereunder. Upon surrender of this Warrant to
the Company at its principal office with the Assignment form annexed hereto duly
executed, the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall be promptly cancelled. Subject to Section 9 hereof, this Warrant
may be divided or combined with other Warrants upon presentation thereof at the
office of the Company together with a written notice signed by the Warrantholder
hereof specifying the names and denominations in which new Warrants are to be
issued. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.

Section 11. Notices.

Any notice pursuant to this Agreement by the Company or by a
Warrantholder or a holder of Shares shall be in writing and shall be deemed to
have been duly given on the day personally delivered or transmitted via
facsimile, or three days after deposited in the U.S. mail by certified mail,
return receipt requested as follows:

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<PAGE> 7
If to a Warrantholder or a holder of Shares:

ULLICO, Inc.
111 Massachusetts Ave., N.W.
Washington, D.C. 20001
Attention: Michael R. Steed, Senior VP
Facsimile: (202) 682-7970

If to the Company:

SUPERSHUTTLE INTERNATIONAL, INC
2129 West Rosecrans Avenue
Gardena, CA, 90249
Attn: Mitch Rouse
Facsimile: (310) 769-4595

Any party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other parties.

Section 12. Successors.

All the covenants and provisions of this Agreement by or for the
benefit of the Company, the Warrantholders or the holders of Shares shall bind
and inure to the benefit of their respective successors and assigns hereunder.

Section 13. Applicable Law.

This Agreement shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the laws of said State.

-7-
<PAGE> 8
Section 14. Benefits of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.

SUPERSHUTTLE INTERNATIONAL, INC.

By /s/ [illegible]
-----------------------------------
Its Chairman and CEO
----------------------------------

ULLICO, INC.

By
-----------------------------------
Its
----------------------------------

-8-
<PAGE> 9
Section 14. Benefits of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.

SUPERSHUTTLE INTERNATIONAL, INC.

By
-----------------------------------
Its
----------------------------------

ULLICO, INC.

By /s/ [illegible]
-----------------------------------
Its
----------------------------------

-8-
<PAGE> 10
ASSIGNMENT FORM

For value received, the undersigned registered owner of Warrants to
purchase Common Stock of SUPERSHUTTLE INTERNATIONAL, INC., a Delaware
corporation (the "Company"), represented by that certain Warrant Agreement dated
June , 1995 between the Company and the undersigned hereby sells, transfers
and assigns to the Assignee named below Warrants to purchase
shares of the Company's Common Stock:

Assignee:

Name
---------------------------------------
Address
---------------------------------------

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

and authorizes the Company to cancel the Warrant Agreement and to issue and
deliver a new Warrant Agreement in the name of the Assignee for the number of
Warrants so transferred hereby.

--------------------------------
Dated: Signature
------------------

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<PAGE> 1
Exhibit 10.38

SUPERSHUTTLE INTERNATIONAL, INC.,
WARRANT AGREEMENT

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN
COMPLIANCE WITH SECTION 9 OF THIS AGREEMENT.

THIS WARRANT AGREEMENT (the "Agreement"), dated as of June 15, 1995, is
made and entered into by and between SUPERSHUTTLE INTERNATIONAL, INC., a
Delaware corporation (the "Company"), and HAWKES, CARLTON SANCHEZ & CO., LTD.
(the "Warrantholder").

This Warrant is issued pursuant to that certain Fee Agreement, dated as
of June 15, 1995 (the "Fee Agreement").

In consideration of the foregoing and for the purpose of defining
the terms and provisions of the Warrants and the respective rights and
obligations thereunder, the Company and the Warrantholder, for value received,
hereby agree as follows:

Section 1. Representations.

1.1 Investment Representation. The Warrantholder hereby represents to
the Company as follows:

1.1.1 The Warrantholder is experienced in evaluating and
investing in emerging companies such as the Company.

1.1.2 The Warrantholder is acquiring this Warrant, and the
Shares issuable upon exercise of this Warrant, for investment for its
own account and not with the view to, or for resale in connection with,
any distribution thereof. The Warrantholder understands that neither
the Warrant nor the Shares have been registered under the Securities
Act by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona
fide nature of the investment intent as expressed herein.

-1-

<PAGE> 2

1.1.3 The Warrantholder acknowledges that this Warrant (and the Shares
of Common Stock issuable upon exercise hereof) must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available. The Warrantholder is aware of the provisions of Rule
144 promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than two years after a party has
purchased and paid for the security to be sold, the sale being through a
"broker's transaction" or in transactions directly with a "market maker" (as
provided by Rule 144(f)) and the number of shares being sold during any
three-month period not exceeding specified limitations.

-2-

<PAGE> 3

responsible for the management and operation of the Company's business and has
satisfied itself regarding the Company's value, finances and business prospects.

1.2 Legend on Shares. Each certificate for Shares issued upon exercise
of the Warrants shall bear the following legend:

"The shares represented by this Certificate have not
been registered under the Securities Act of 1933.
The shares may not be sold, exchanged, hypothecated
or transferred in any manner unless they are
registered under said Act and applicable state law
or an exemption from such registration is
available.

Any certificate issued at any, time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a Registration Statement under the Act, of
the securities represented, thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.

Section 2. Term of Warrants; Exercise of Warrants.

2.1 Subject to the terms of this Agreement, the Warrantholder shall
have the right, upon the occurrence of a "Triggering Event," as hereinafter
defined, at any time until 5:00 p.m., Los Angeles time, on May 1, 2005 (the
"Termination Date"), to purchase from the Company up to the number of fully paid
and nonassessable Shares to which the Warrantholder may at the time be entitled
to purchase pursuant to this Agreement, upon surrender to the Company, at its
principal office, of this Agreement and payment to the Company of the Warrant
Price (as defined in and determined in accordance with the provisions of
Sections 4 and 5 hereof), for the number of Shares in respect of which such
Warrant is then exercised, but in no event for less than 100 Shares (unless less
than an aggregate of 100 Shares are then purchasable under all outstanding
Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall
be made in cash or by check.

2.2 As used herein, "Triggering Event" shall mean and include the first
to occur of:

2.2.1 the successful completion of a public

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<PAGE> 4

offering by the Company of securities of the Company pursuant to a Registration
Statement filed with the Securities and Exchange Commission (other than a
registration on Form S-8 of a similar form contemplating the registration of
securities for an employee equity or benefit plan); or

2.2.2 the completion of a merger of the Company with or into any other
corporation or entity (other than a merger with a wholly-owned subsidiary of
the Company, or a merger solely for the purpose of changing the domicile and
state of incorporation of the Company); or

2.2.3 the completion of a sale of all or substantially all of the
outstanding securities of the Company in a single transaction or a series of
related transactions; or

2.2.4 the completion of a sale of all or substantially all of the
outstanding securities of the Company by the holders thereof in a single
transaction or a series of related transactions.

Section 3. Reservation of Shares.

There has been reserved, and the Company shall at all times keep
reserved so long as the Warrants remain outstanding, out of its authorized
Common Stock, such number of shares of Common Stock as shall be subject to
purchase under the Warrants.

Section 4. Warrant Price.

The price per Share (the "Warrant Price") at which Shares shall be
purchasable upon exercise of the Warrants shall be Six Dollars ($6.00), subject
to further adjustment pursuant to Section 5 hereof.

Section 5. Adjustment of Warrant Price and Number of Shares.

In case the Company shall (i) pay a dividend in Common Stock or any
other security or make a distribution in Common Stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification of
its Common Stock other securities of the Company, the number and kind of Shares
purchasable upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the kind and
number of Shares or other securities of the Company which it would have owned or
would have been entitled to receive immediately after the happening of any of
the events described above, had the Warrants been exercised immediately prior to
the happening of such event or any record date with respect hereto. Any
adjustment made pursuant to this Section 5 shall

-4-

<PAGE> 5

become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

Whenever the number of Shares purchasable upon the exercise of the
Warrants is adjusted as herein provided, the Warrant Price payable upon exercise
of the Warrants shall be adjusted by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and the denominator of which shall be the number of Shares
so purchasable immediatey thereafter.

Except as provided in this Section 5, no adjustment in respect of any
cash dividends or distributions out of earnings shall be made during the term of
the Warrants or upon the exercise of the Warrants.

Section 6. Merger or Consolidation.

In case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation), or in the case of any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrantholder shall have the
right thereafter (until the Termination Date) to receive upon the exercise
hereof, for the same aggregate Warrant Price hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property
receivable upon such merger or consolidation or upon the dissolution following
such sale or other transfer, by a holder of the number of Shares obtainable upon
excercise of this Warrant immediately prior to such event.

Section 7. Fractional Interests.

The Company shall not be required to issue fractional Shares on the
exercise of the Warrants. If any fraction of a Share would, except for the
provisions of this Section 7, be issuable on the exercise of the Warrants (or
specified portion thereof) , the Company shall pay an amount in cash equal to
the then Current Market Price multiplied by such fraction. For purposes of this
Agreement, the term "Current Market Price" shall mean (i) if the Common Stock is
traded in the over-the-counter market and not in the NASDAQ National Market
System nor on any national securities exchange, the average per share closing
bid prices of the Common Stock on the fifteen (15) consecutive trading days
immediately preceding the date in question, as reported by NASDAQ or an
equivalent generally accepted reporting service, or (ii) if the Common Stock is
traded in the NASDAQ National Market System or on national securities exchange,
the average for the fifteen (15) consecutive trading days immediately preceding
the date in question

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<PAGE> 6

of the daily per share closing prices of the Common Stock in the NASDAQ National
Market System or on the principal stock exchange on which it is listed, as the
case may be. For purposes of clause (i) above, if trading in the Common Stock is
not reported by NASDAQ, the average referred to in said clause shall be as
reported in the "Pink sheets" published by National Quotation Bureau,
Incorporated. The closing price referred to in clause (ii) above shall be the
last reported sale price or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case,
in the NASDAQ National Market System or on the national securities exchange on
which the Common Stock is then listed. In the event the Common Stock is not
traded in the NASDAQ National Market System or on a national securities
exchange, the Current Market Price shall be determined in good faith by the
Board of Directors of the Company.

Section 8. No Rights as Stockholder; Notices to Warrantholder.

Nothing contained in this Agreement shall be construed as conferring
upon the Warrantholder or its transferees any rights as a stockholder of the
Company, including the right to vote, receive dividends, consent or receive
notices as a stockholder in respect of any meeting of stockholders for the
election of directors of the Company or any other matter, except the Company
shall mail to each Warrantholder a copy of its annual report and any periodic
reports provided its shareholders. If, however, at any time prior to the
expiration of the Warrants and prior to their exercise in full, any one or more
of the events described in Section 6 shall occur, then the Company shall give
notice in writing of such event to the Warrantholder, as provided in Section 13
hereof, as soon as reasonably practical but in any event at least 30 days prior
to the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to vote on such proposed
consolidation, merger, sale, dissolution, liquidation or winding up. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be. Failure to mail or receive such notice or any defect therein shall
not affect the validity of any action taken with respect thereto.

Section 9. Restrictions on Transfer.

The Warrantholder agrees that prior to making any disposition of the
Warrants or the Shares, if no registration statement or past-effective amendment
thereto under the Act (collectively a "Registration Statement") with respect to
such disposition is then effective, no such disposition shall be made unless the
Company has received from the Warrantholder an opinion of counsel reasonably
satisfactory to the Company that such disposition may be made without
registration under the Act.

Section 10. Exchange, Transfer, Assignment or Loss of Warrant.

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Subject to Section 9 hereof, this Warrant is exchangeable without expense
at the option of the Warrantholder, upon presentation and surrender hereof to
the Company at its offices for other Warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
Shares as are purchasable hereunder. Upon surrender of this Warrant to the
Company at its principal office with the Assignment form annexed hereto duly
executed, the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall be promptly cancelled. Subject to Section 9 hereof, this Warrant
may be divided or combined with other Warrants upon presentation thereof at the
office of the Company together with a written notice signed by the Warrantholder
hereof specifying the names and denominations in which new Warrants are to be
Issued. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft,destruction or mutilation of this Warrant, and, in the case of loss, theft
or destruction, of reasonably satisfactory indemnification, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will execute and
deliver a new Warrant of like tenor and date.

Section 11. Notices.

Any notice pursuant to this Agreement by the Company or by a
Warrantholder or a holder of Shares shall be in writing and shall be deemed to
have been duly given on the day personally delivered or transmitted via
facsimile, or three days after deposited in the U.S. mail by certified mail,
return receipt requested as follows:

If to a Warrantholder or a holder of Shares:

Hawkes, Carlton Sanchez & Co., Ltd.
c/o Lew Werner
2071 North Beverly Drive
Beverly Hills, CA 90210

If to the Company:

SUPERSHUTTLE INTERNATIONAL, INC.
2129 West Rosecrans Avenue
Gardena, CA 90249
Attn: Mitch Rouse
Facsimile: (310) 769-4595

Any party may from time to time change the address to which notices
to it are to be delivered or mailed hereunder by notice in accordance herewith
to the other parties.

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Section 12. Successors.

All the covenants and provisions of this Agreement by or for the
benefit of the Company, the Warrantholders or the holders of Shares shall bind
and inure to the benefit of their respective successors and assigns hereunder.

Section 13. Applicable Law.

This Agreement shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the laws of said State.

Section 14. Benefits of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed, all as of the day and year first above written.

SUPERSHUTTLE INTERNATIONAL, INC.

By /s/ illegible
----------------------------------
Its Secretary
----------------------------------

HAWKES, CARLTON SANCHEZ & CO., LTD.

By /s/ illegible
----------------------------------
Its Vice President
----------------------------------

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ASSIGNMENT FORM

For value received, the undersigned registered owner of Warrants to
purchase Common Stock of SUPERSHUTTLE INTERNATIONAL, INC., a Delaware
corporation (the "Company"), represented by that certain Warrant Agreement
dated June ___, 1995 between the Company and the undersigned, hereby sells,
transfers and assigns to the assignee named below Warrants to purchase
___________ shares of the Company's Common Stock:

Assignee:

Name _______________________________________

Address _______________________________________

_______________________________________

and authorizes the Company to cancel the Warrant Agreement and to issue and
deliver a new Warrant Agreement in the name of the Assignee for the number of
Warrants so transferred hereby.

Dated: ________________________________ ________________________________
Signature

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EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No 1 to Registration Statement No.
333-55917 of SuperShuttle International, Inc. on Form S-1 of our report on the
financial statements of SuperShuttle International, Inc. dated December 2, 1997
(March 31, 1998 with respect to certain information in Note 1 and July 10, 1998
as to Note 11), which expresses an unqualified opinion and includes an
explanatory paragraph relating to the restatement described in Note 11, our
report on the financial statements of Preferred Transportation, Inc. dba
SuperShuttle Orange County dated March 20, 1998, our report on the financial
statements of Tamarack Transportation, Inc. dba SuperShuttle Los Angeles dated
March 23, 1998, our report on the financial statements of Southern Shuttle
Services, Inc. dated March 17, 1998, and our report on the combined financial
statements of AAA Wheelchair Wagon Services, Inc. and Limousines of South
Florida, Inc., dated March 17, 1998, all appearing in the Prospectus, which is
part of such Registration Statement. The Financial Statements of SuperShuttle
International, Inc. for the year ended September 30, 1995 were audited by other
auditors.

We also consent to the reference to us under the headings "Selected
Consolidated Financial Data" and "Experts" in such Prospectus.

Phoenix, Arizona

July 10, 1998

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, as of February 2, 1996, and during the
period covered by the financial statements on which we reported, we hereby
consent to the use of our report dated February 2, 1996, covering the financial
statements of SuperShuttle International, Inc. as of September 30, 1995, and for
the year then ended appearing in the Prospectus, which is part of this
registration statement.

We also consent to the reference to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in such Prospectus.

Phoenix, Arizona

July 13, 1998.