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                                                               Exhibit 2.4b

                                 AMENDMENT NO. 2
                                     TO THE
                  AMENDED AND RESTATED STOCK PURCHASE AGREEMENT


         This AMENDMENT NO. 2 TO THE AMENDED AND RESTATED STOCK PURCHASE
AGREEMENT (the "Agreement"), dated as of April 30, 1998, is made as of July 8,
1998 by and among SUPERSHUTTLE INTERNATIONAL, INC., a Delaware corporation
("SuperShuttle"); SOUTHERN SHUTTLE SERVICES, INC., a Florida corporation
("Southern"); and Mark Levitt, Karen Caputo and Robert Siedlecki (the
"Shareholders").

         Section 5.2(a) of the Agreement is hereby amended and restated in its
entirety as follows:

         (a) The Share Exchange shall be rescinded automatically without further
         notice (the "Recision") upon the occurrence of any of the following
         events: (i) if SuperShuttle does not file a registration statement for
         an initial public offering on Form S-1 with the SEC by June 8, 1998 to
         register for sale shares of SuperShuttle Common Stock; (ii) if the SEC
         does not declare such registration statement effective by August 17,
         1998; or (iii) if the underwritten initial registration statement for
         an initial public offering on a firm commitment basis does not close by
         August 31, 1998, providing a per share offering price to the public of
         at least $6.50.

IN WITNESS WHEREOF, SuperShuttle, Southern and the Shareholders have caused this
Amendment No. 2 to be executed on the date first written above by their
respective officers thereunder duly authorized.

                                        SUPERSHUTTLE INTERNATIONAL, INC.,
                                         a Delaware corporation
                                       
                                       
                                       
                                        By:/s/ Thomas C. LaVoy
                                           -------------------------------------
                                               Thomas C. LaVoy, Chief Financial 
                                                Officer
                                       
                                       
                                        SOUTHERN SHUTTLE SERVICES, INC.,
                                         a Florida corporation
                                       
                                       
                                       
                                        By:/s/ Mark Levitt
                                           -------------------------------------
                                               Mark Levitt, President
                                       
                                     
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                                        SHAREHOLDERS OF SOUTHERN



                                        /s/ Mark Levitt
                                        --------------------
                                            Mark Levitt


                                        /s/ Karen Caputo
                                        --------------------
                                            Karen Caputo


                                        /s/ Robert Siedlecki
                                        --------------------
                                            Robert Siedlecki