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                              EX-10.15
                              Concession Contract


                                                                   Exhibit 10.15

                               CONCESSION CONTRACT
                                     BETWEEN





                  [LOGO] Maryland Department of Transportation

                        MARYLAND AVIATION ADMINISTRATION

                                       AND

                               SUPERSHUTTLE, INC.


                     FOR OPERATION OF A VAN AND/OR BUS-TYPE
                   SCHEDULED GROUND TRANSPORTATION SERVICE AT
                   BALTIMORE/WASHINGTON INTERNATIONAL AIRPORT


CONTRACT NO. MAA-LC-95-020


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                               TABLE OF CONTENTS

                               SPECIAL PROVISIONS

ARTICLE                                                                     PAGE
-------                                                                     ----

I.      INCORPORATION OF CONTRACTOR'S PROPOSAL .............................   2
II.     TERM ...............................................................   2
III.    CONTRACTOR'S OBLIGATIONS ...........................................   3
IV.     SECONDARY SERVICE ..................................................  20
V.      EQUIPMENT REQUIREMENTS .............................................  21
VI.     OPERATING PREMISES .................................................  24
VII.    COMPENSATION FOR CONCESSION RIGHTS .................................  27
VIII.   INSURANCE ..........................................................  29
IX.     OPERATING RIGHTS ...................................................  31
X.      VEHICLE MAINTENANCE ................................................  32
XI.     UTILITIES ..........................................................  32
XII.    CONTRACTS WITH GROUND TRANSPORTATION SUBCONTRACTORS ................  33
XIII.   DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION ....................  33
XIV.    FINES ..............................................................  35
XV.     FINANCIAL LIABILITY OF ADMINISTRATION AND CONTRACTOR ...............  35
XVI.    DEFAULT AND RIGHTS AND REMEDIES UPON DEFAULT .......................  35
XVII.   REMEDIES CUMULATIVE ................................................  41
XVIII.  CONDUCT OF BUSINESS ................................................  41
XIX.    PERFORMANCE GUARANTEE ..............................................  41
XX.     SURETY QUALIFICATIONS ..............................................  41
XXI.    SMOKING REGULATION .................................................  43
XXII.   AUTOMATED VEHICLE IDENTIFICATION SYSTEM ............................  44
XXIII.  DEFINITIONS ........................................................  44
XXIV.   GENERAL PROVISIONS .................................................  45
XXV.    CONTINGENT APPROVALS ...............................................  45


ATTACHMENTS

Exhibit "A" - Baltimore City door-to-door service area
Exhibit "B" - Annapolis and Anne Arundel County door-to-door service area
Exhibit "C" - Baltimore County door-to-door service area
Exhibit "D" - Prince George's and Montgomery Counties Service Areas
Exhibit "E" - Washington, D.C. door-to-door service area
Exhibit "F" - Office-Space
Exhibit "G" - Ground Transportation Desk
Exhibit "H" - Ground Transportation Activity Report
Contract Affidavit Forms


CONTRACT NO. MAA-LC-95-020


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                      MARYLAND DEPARTMENT OF TRANSPORTATION
                        MARYLAND AVIATION ADMINISTRATION

                               CONCESSION CONTRACT
                     FOR OPERATION OF A VAN AND/OR BUS-TYPE
                          GROUND TRANSPORTATION SERVICE
                  AT BALTIMORE/WASHINGTON INTERNATIONAL AIRPORT


     THIS CONTRACT (hereinafter referred to as "Contract") is made this 21st day
of Dec., l995, by and between the Maryland Aviation Administration, Maryland
Department of Transportation (hereinafter referred to as "Administration") and
SuperShuttle, Inc., 2100 Huntingdon Avenue, Baltimore, Maryland 21211
(hereinafter referred to as "Contractor").

                                   WITNESSETH:

     WHEREAS, the State of Maryland owns and operates Baltimore/Washington
International Airport (hereinafter referred to as "Airport"), located in Anne
Arundel County, State of Maryland; and

     WHEREAS, Administration operates the Airport for the promotion,
accommodation, and development of air commerce and air transportation between
the Baltimore-Washington metropolitan area and other cities of the United States
and cities of other nations of the world; and

     WHEREAS, the conduct of a scheduled van and/or bus-type ground
transportation operation from, to, and on the Airport, servicing the following
locations for passengers arriving at or departing from the Airport, is an
essential service to such passengers in the promotion, accommodation, and
development of air commence and air transportation:

  (1)     Baltimore City                  (3)    Baltimore County

  (2)     Anne Arundel County and         (4)    Downtown Washington D.C.
          Annapolis, Maryland                    and the Maryland/D.C. Suburbs


CONTRACT NO. MAA-LC-95-020


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     WHEREAS, it is the intent and desire of Administration that said passengers
shall have available to them a high quality scheduled van and/or bus-type and
shared-ride on-demand ground transportation service adequate to meet the
requirements of said airline passengers and their accompanying baggage; and

     WHEREAS, Contractor has submitted a proposal dated November 7, 1994 in
response to the Administration's Request for Proposals No. MAA-RFP-94-004 to
provide such ground transportation service and Administration has accepted
Contractor's proposal to do so; and

     WHEREAS, Contractor's parent corporation, Yellow Holding Company, Inc. has
agreed to enter into a Guarantee of Performance Agreement with the
Administration, and the Administration has accepted such Agreement as a
condition of executing this Contract with Contractor;

     NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and upon the terms and conditions herein set forth, the parties hereto
agree as follows:

                                    ARTICLE I

                     INCORPORATION OF CONTRACTOR'S PROPOSAL

     The Contractor's proposal dated November 7, 1994 is incorporated and made a
part of this Contract by reference. The Contractor shall be obligated to meet
all specifications described in its proposal and any written clarification
thereto. Provided, however, that where an express provision of this Contract is
in conflict with any provisions of the proposal, this Contract shall control,
unless the Administration deems the provision in the proposal offers a higher
level of service than indicated in the Contract provision.

                                   ARTICLE II

                                      TERM

     The term of this Contract shall be for an initial period of four (4) years
and shall begin January 1, 1995.

     Contractor shall have the option of extending the Contract term for a
second period of four (4) years, subject to the determination by Administration
that Contractor's performance has been satisfactory for the initial term of this
Contract. All terms and conditions of the


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Contract during the initial term, including the financial conditions, shall
remain the same for the secondary term, in the event that the Contract term is
extended. Contractor shall be required to provide Administration with written
notice, at least two hundred forty (240) days prior to the expiration of the
initial four (4) year term of the Contract, of its intent to so extend the
Contract term. In the event Contractor provides notice of its intent to extend
Contract term, the Administration shall provide the Contractor with written
notice of its concurrence, or non-concurrence along with the reasons therefor,
at least one hundred eighty (180) days prior to the expiration of the Contract's
initial four (4) year term. The Contract extension shall be accomplished by the
development and execution of a written supplemental Contract to this Contract.

                                   ARTICLE III

                            CONTRACTOR'S OBLIGATIONS

     The Contractor, at its sole cost and expense, shall be required to develop,
market, and manage a high-quality, well-managed, and efficiently operated van
and/or bus type ground transportation concession program, as described herein,
to and from the Airport to accommodate the travelling public and other Airport
users. At a minimum, the Contractor must, at no cost to the Administration,
either provide all or part of the following required ground transportation
services itself and/or negotiate and enter into subcontracts with third party
ground transportation providers to provide the following required services.
Contractor's scheduled route service will provide daily transportation between
the Airport and Baltimore City, Annapolis, Northern and Northwestern Baltimore
County and Washington, DC seven days a week (excluding holidays), between the
hours of 6:00 AM to 11:00 PM, according to the following parameters:

     *    Baltimore at least every thirty minutes, per a customer demand for
          service;

     *    Washington, DC at least every sixty minutes, per a customer demand for
          service;

     *    Annapolis, Hunt Valley, Towson, and Pikesville at least every two
          hours, per a customer demand for service.


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     For example, a Baltimore City shuttle van passenger will be required to
wait no longer than thirty minutes from the time of ticket purchase to the time
of departure from the Airport. All inbound requests for transportation will be
taken in advance.

     With the exceptions of travel emergencies, express area stops and certain
holiday restrictions, Contractor guarantees door-to-door passengers a policy of
"NEVER MORE THAN THREE STOPS OR EVERYONE RIDES FREE." Contractor is required to
adhere to this policy, and shall promote this policy to the public.

     A.   Baltimore City Scheduled Service and Door-to-Door Service

          1.   At a minimum, Contractor shall provide shared-ride scheduled
               ground transportation service between the Airport and the
               following specific locations in Baltimore, Maryland:


               Hyatt Regency Hotel               Days Inn Baltimore-Inner Harbor
               300 Light Street                  100 Hopkins Place

               Harbor Court Hotel                Holiday Inn
               550 Light Street                  301 West Lombard Street

               Sheraton Inner Harbor Hotel       Baltimore Marriott Inner Harbor
               300 South Charles Street          Pratt and Eutaw Streets

               Omni International Hotel          Tremont Plaza Hotel
               101 West Fayette Street           222 St. Paul Place

               Brookshire                        Ramada Inn
               120 E. Lombard Street             8 North Howard Street

               Mt. Vernon Inn                    Stouffer Harbour Place Hotel
               24 West Franklin Street           Pratt and Calvert Streets

               Radisson                          Latham Hotel
               Baltimore and Hanover Streets     612 Cathedral Street

               Harrison's Pier 5 Clarion
               711 Eastern Avenue

               This service shall be operated in a manner that will provide for
               the ground transportation needs of airline passengers and others
               using the


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               Airport. The Administration shall reserve the right to require
               Contractor to serve other existing hotels and newly developed
               hotels in the Baltimore City area. Subject to the approval of the
               Administration, other specific locations in Baltimore, Maryland
               may be served by Contractor on an scheduled basis.

          2.   Contractor shall be required to provide the following frequency
               of service to and from the Airport:

               a.   A minimum of one departure from the Airport every 30-minute
                    period, from 6:00 a.m. to 11:00 p.m. local time, initiated
                    by a customer demand for service to the locations set forth
                    in A. 1. of this Article, in Baltimore City. Departure time
                    requirements are a minimum of every one and one-half (1 1/2)
                    hours from 7:00 a.m. to 8:30 p.m. on Administration
                    designated holidays.

               b.   Contractor shall accept reservations from patrons for pickup
                    at the hotels as set forth in A. 1. of this Article for
                    trips to the Airport, subject to reasonable advance
                    notification requirements as approved by the Administration.

               c.   Contractor is not required to stop at a location, set forth
                    in A. 1 of this Article, if there are no patrons for pick-up
                    or delivery at that location on a scheduled trip. If there
                    are no patrons to pick up or deliver to any location,
                    Contractor is not required to conduct the trip.

               d.   Contractor shall conduct shared-ride door-to-door service to
                    the Baltimore City service area as shown on Exhibit "A",
                    attached hereto and made a part hereof. The door-to-door
                    service shall require reasonable prior reservation notice
                    time, as approved by the Administration. Door-to-door
                    service to the depicted area shall begin not later than
                    twenty-four (24) months from Contract commencement.
                    Contractor shall make its best efforts to


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                    promote, market, develop, and conduct the door-to- door
                    service over a period of time deemed reasonable by the
                    Administration. In the event Contractor demonstrates to the
                    satisfaction of the Administration such service is
                    uneconomical, then the Administration shall release
                    Contractor of its obligations to provide such service.

     B.   Annapolis and Anne Arundel County Area Service and Door-to-Door
          Service

          1.   Contractor shall provide for shared-ride ground transportation
               service from BWI on a two (2) hour, or less, scheduled basis from
               6:00 a.m. to 11:00 p.m. local time initiated by a customer demand
               for service. Service on Administration designated holidays may be
               operated on a diminished schedule with the Administration's
               approval. At a minimum, Contractor shall provide for shared-ride
               ground transportation service to BWI on an on-call (on-demand)
               basis. The on-demand service shall require reasonable prior
               reservation notice time, as approved by the Administration. At a
               minimum, the following locations in the Annapolis area of Anne
               Arundel County shall be served:


               Ramada Inn                      Marriott Waterfront 
               173 Jennifer Road               80 Compromise Street 
               Annapolis, MD                   Annapolis, MD 

               Annapolis Holiday Inn           Maryland Inn 
               210 Holiday Circle              16 Church Circle
               Annapolis, MD                   Annapolis, MD 

               Marriott Courtyard              Governor Calvert House 
               2559 Riva Road                  58 State Circle 
               Annapolis, MD                   Annapolis, MD 

               Econo Lodge                     Loews Hotel 
               591 Revell                      Highway 126 West Street 
               Annapolis, MD                   Annapolis, MD


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          2.   In addition, Contractor shall provide for shared-ride ground
               transportation service on a scheduled or on call (on demand)
               basis to and from the Airport and the United States Naval
               Academy. Service personnel with a valid ID may be given a
               discount fare, the amount of which shall be subject to advance
               written approval of the Administration.


          3.   Contractor is not required to stop at a location if there are no
               patrons for pickup or delivery to that location on a scheduled
               trip.

          4.   If there are no patrons to pickup or deliver to any location,
               Contractor is not required to conduct the trip.

          5.   Subject to the approval of the Administration, other specific
               locations in Annapolis, Maryland may be served by Contractor on a
               scheduled basis.

          6.   Contractor shall conduct shared-ride door-to-door service to the
               Anne Anindel County service area as shown on Exhibit "B",
               attached hereto and made a part hereof. The door-to-door service
               shall require reasonable prior reservation notice time, as
               approved by the Administration. Door-to-door service to the
               depicted area shall begin not later than twenty-four (24) months
               from Contract commencement. Contractor shall make its best
               efforts to promote, market, develop, and conduct the door-to-door
               service over a period of time deemed reasonable by the
               Administration. In the event Contractor demonstrates to the
               satisfaction of the Administration such service is uneconomical,
               then the Administration shall release Contractor of its
               obligations to provide such service.

     C.   Baltimore County Service and Door-to-Door Service 

          1.   The Contractor shall provide for shared-ride scheduled ground
               transportation service from BWI on a two (2) hour, or less
               scheduled basis from 6:00 a.m. to 11:00 p.m. local time initiated
               by a customer demand for service. Service on Administration
               designated holidays may


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          be operated on a diminished schedule with the Administration's
          approval. At a minimum, Contractor shall provide for shared-ride
          ground transportation service to BWI on an on-call (on-demand) basis.
          The on-demand service shall require reasonable prior reservation
          notice time, as approved by the Administration. At a minimum, the
          following locations in Northern and Northwestern Baltimore County,
          Maryland shall be served:

               Baltimore Marriott-Hunt Valley  Towson Days Inn 
               I-83 and Shawan Road            1015 York Road

               Embassy Suites Hotel            Holiday Inn-Timonium 
               213 International Circle        2004 Green Spring Drive 
               at Shawan Court 

               Sheraton Towson Hotel           Baltimore Hilton Inn- 
               901 Dulaney Valley Road         Pikesville, Beltway Exit 20
                                               & Reisterstown Road

               Days Inn - Timonium             Holiday Inn
               9615 Deereco Road               Cromwell Bridge

               Holiday Inn - Pikesville
               1726 Reisterstown Road

          2.   Contractor is not required to stop at a location if there are no
               patrons for pickup or delivery to that location on a scheduled
               trip.

          3.   If there are no patrons to pickup or deliver to any location, the
               Contractor is not required to conduct the trip.

          4.   Subject to the approval of the Administration, other specific
               locations in Northern and Northwestern Baltimore County may be
               served by Contractor on a scheduled basis.

          5.   Contractor shall conduct shared-ride door-to-door service to the
               Baltimore County service area as shown on Exhibit "C", attached
               hereto and made a part hereof. The door-to-door service shall
               require reasonable prior reservation notice time, as approved by
               the


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               Administration. Door-to-door service to the depicted area shall
               begin not later than twenty-four (24) months from Contract
               commencement. Contractor shall make its best efforts to promote,
               market, develop, and conduct the door-to-door service over a
               period of time deemed reasonable by the Administration. In the
               event Contractor demonstrates to the satisfaction of the
               Administration such service is uneconomical, then the
               Administration shall release Contractor of its obligations to
               provide such service.

     D.   Downtown Washington. D.C. Scheduled Service and D.C./Marvland Suburbs
          Door-to-Door Service

          1.   Contractor shall provide for primary shared-ride ground
               transportation service between the Airport and the following
               specific locations:

               a.   1517 "K" Street, NW, Washington, D.C.

                    In the event the agreement the Administration has with the
                    lessor for use of the passenger waiting room at 1517 "K"
                    Street is terminated, the Administration will use its best
                    efforts to locate similar facilities within Washington, D.C.

               b.   Portions of Prince Georges and Montgomery Counties as shown
                    on Exhibit "D" hereto, to provide shared-ride pick-up and
                    delivery service (door-to-door service) to or from an
                    individual's home or other designated point and BWI Airport.
                    Contractor shall have the option to use the Greenbelt
                    Terminal, located at the Greenbelt, Maryland Armory, to
                    accommodate passengers; however, Contractor must advise the
                    Administration of its intent to use the terminal facility by
                    no later than December 31, 1995 or the Administration may
                    withdraw its offer to Contractor to use the Greenbelt
                    Terminal. All other uses would be subject to the prior
                    written approval of the Administration. The Greenbelt
                    Terminal shall be provided at no additional cost to
                    Contractor,


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                    who shall be responsible for all routine upkeep and
                    maintenance, including cleaning, stocking, trash removal,
                    grass cutting and snow removal if it opts the use of the
                    facility.

          2.   The ground transportation service shall consist of two (2) modes
               of service. They are: (1) the "Downtown Service" which shall be
               the shared-ride ground transportation activity operating between
               the Airport and the Washington Investment Building at 1517 "K"
               Street, NW, Washington, D.C. (with one interim stop permissible,
               e.g. Greenbelt) or such other centrally located Washington, D.C.
               location(s) as may be approved by the Administration, and (2) the
               "Door-to-Door Service" which shall be the shared-ride
               personalized pick-up and delivery service between an individual's
               home, office or hotel and at Contractor's option, either the
               Greenbelt Terminal or other location(s) acceptable to the
               Administration (for connection with the Downtown Service), or the
               BWI terminal building. The door-to-door service outbound from the
               Airport shall be on an on-demand, shared-ride basis. The
               door-to-door service must encompass those portions of Montgomery
               County and Prince George's County, Maryland as shown on Exhibit
               "D" hereto.

          3.   Contractor shall be required to provide for a minimum frequency
               of service to and from the Airport as follows:

               a.   Downtown Service - Contractor shall be required, at a
                    minimum, to provide scheduled shared-ride ground
                    transportation from BWI to 1517 "K" Street N.W., Washington,
                    D.C. or such other centrally located Washington, D.C.
                    location(s) as may be approved by the Administration,
                    outbound from the Airport on a one (1) hour scheduled basis
                    from 6:00 a.m. to 11:00 p.m. local time, initiated by a
                    customer demand for service, and inbound to the Airport on a
                    one (1) hour on-demand basis from 7:00 a.m. to 8:00 p.m.
                    local time, Sunday through Friday. The on-demand


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                    service shall require reasonable prior reservation notice
                    time as approved by the Administration. If there are no
                    patrons to pickup or deliver to any location the Contractor
                    is not required to conduct the trip. Saturday, and
                    Administration-designated holiday; service may operate on a
                    diminished schedule of no less than one and one-half (1 1/2)
                    hours from the Airport beginning 7:00 a.m. to 7:00 p.m.
                    initiated by a customer demand for service.

               b.   Door-to-Door shared-ride Service - Contractor shall require
                    reasonable prior reservation notice time, as approved by the
                    Administration, for transportation to the Airport, or a
                    request at the BWI Ground Transportation Desk at the Airport
                    for transportation to points in Prince George's or
                    Montgomery Counties. Operating hours shall coincide with the
                    operating hours for the Washington - area Downtown Service.

          4.   Subject to the approval of the Administration, other specific
               locations in Washington, D.C. and the D.C./Maryland suburbs may
               be served by Contractor on a scheduled basis.

          5.   Contractor shall conduct shared-ride door-to-door service to the
               Washington, D.C. service area as shown on Exhibit "E", attached
               hereto and made a part hereof. The door-to-door service shall
               require reasonable prior reservation notice time, as approved by
               the Administration. Door-to-door service to the depicted area
               shall begin not later than twenty-four (24) months from Contract
               commencement. Contractor shall make its best efforts to promote,
               market, develop, and conduct the door-to-door service over a
               period of time deemed reasonable by the Administration. In the
               event Contractor demonstrates to the satisfaction of the
               Administration such service is uneconomical,


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               then the Administration shall release Contractor of its
               obligations to provide such service.

     E.   Schedule Changes

          The Administration will consider changes to the minimum schedule
          requirements and locations if such changes are in the best interests
          of the Airport and its users. Holiday and weekend service may be
          changed subject to a request by the Contractor and approved by the
          Administration. Any addition or deletion to the service must be
          approved in writing by the Administration prior to submission to the
          PSC for approval.

          The Contractor may be required, on occasion, to staff the ground
          transportation desk and operate the ground transportation services, to
          downtown Baltimore and Washington D.C. only, beyond the normal
          scheduled hours set forth in this Article. Contractor shall be
          required to provide these services only in the event of late night
          flight diversions or delays due to weather conditions, emergencies,
          etc.

     F.   Minimum Requirements Applicable to all of the above Ground
          Transportation Services:

          In providing the aforementioned ground transportation services, at a
          minimum, Contractor and/or its subcontractors shall:

          1.   Provide schedule and fare information at the BWI Ground
               Transportation Desk or another location designated by the
               Administration and at 1517 "K" Street, N.W., Washington, D.C. (or
               such other locations as may be approved by the Administration).
               Contractor shall be responsible to provide schedule/rate cards
               for Contractor's operations/service, at Contractor's expense, for
               distribution to the traveling public. Schedule/rate cards must
               conform as to the size requirements that the Administration shall
               specify.


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          2.   Contractor and/or its subcontractors shall be required to provide
               information to walk up patrons as to the name and counter
               location(s) of other ground transportation services that have
               contracts with the Administration when alternative choices for
               price, time restraints, service area, etc. are requested by
               patron (e.g., airport taxicab service, airport luxury limousine
               service). Patrons who phone into the counter or Contractor's
               reservation center and request service from BWI to a location not
               serviced by Contractor and/or its subcontractors, or who want
               alternative choices, as above, shall be given the company name
               and phone number of those ground transportation services that
               have contracts with the Administration. Contractor and/or its
               subcontractor shall not be required to sell tickets for other
               ground transportation operators.

          2.   Provide for the sale of both one-way and round-trip tickets, and
               any special or discounted ground transportation tickets from BWI.
               All fares shall be subject to the advance written approval of the
               Administration. The ticket design shall be subject to the written
               approval of the Administration. Payments for tickets sold at the
               Ground Transportation Desk shall be accepted in cash (U.S.
               Currency), travellers check or major credit card. Contractor
               shall be responsible for arranging and providing for all
               equipment, forms, etc. necessary for the conduct of such credit
               card sales.

          3.   At no additional cost to the passenger, provide for the loading
               and unloading of passenger baggage promptly, carefully and
               courteously, at the beginning of the trip and at all passenger
               pickup and drop off points. Nothing herein shall be construed as
               a prohibition of tips/gratuities voluntarily given by passengers
               to Contractor's personnel. However, Contractor's personnel are
               prohibited from soliciting tips in any manner, without the prior
               approval of the Administration, such approval not to be
               unreasonably withheld.


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          4.   Upon written request from the Administration, conduct periodic
               ground transportation passenger survey(s) to solicit passenger
               comments and suggestions concerning the subject ground
               transportation service at the Airport. Survey(s) shall not be
               required more than two (2) times during a contract year.

          5.   Load and unload passengers only at those areas of the Airport
               designated by the Administration.

          6.   Require that all drivers dress in uniforms, which shall be
               subject to the prior written approval of the Administration, and
               that all of Contractor's and its subcontractor(s)' management and
               office personnel, located at the Airport, dress in uniforms or
               acceptable business clothing approved by the Administration. In
               addition, provide each of its drivers, and others who are in
               contact with the public, with easily readable, large-size name
               tags with company name and driver's name which are acceptable to
               the Administration. Contractor shall assure that said name tags
               are worn on the outer uniform clothing at all times while drivers
               and other representatives of Contractor are on duty.

          7.   Provide a monthly report to the Administration showing the exact
               number of inbound and outbound ground transportation trips, by
               destination, and the number of passengers by full fare and
               discounted fare arriving and departing from the Airport.

          8.   Provide for a baggage storage area in all vehicles used in the
               service which is separated from the passengers. Also, baggage
               must be secured so that under normal operations and/or during
               emergency stops, passengers are protected from injury resulting
               from movement of baggage. Additionally, baggage shall not block
               any portion of the vehicles' windows when in service.

          9.   Provide adequate seating and mandatory seat belts, if required by
               law, for all passengers. No passengers will be allowed on vans or
               other


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               ground transportation vehicles used in the service on a standing,
               rather than seated, basis. In addition, Contractor shall provide
               accessible service to persons with a disability.

          10.  Obtain all required permits and licenses necessary to conduct
               said ground transportation services, prior to the start of
               operations and prior to the execution of this Contract.

          11.  Be responsible for all matters of personnel administration
               necessary to conduct said ground transportation service in an
               efficient manner.

          12.  Be required to make all operating records relating to its Airport
               ground transportation service available to the Administration for
               inspection.

          13.  Not engage in any business at the Airport other than those
               specific rights outlined in this Contract without the written
               approval of the Administration.

          14.  Be required to pay all fees, assessments, taxes, and other
               charges levied under federal, state and local statutes and
               ordinances as are applicable to the services to be conducted as
               outlined in this Contract.

          15.  Provide for the transportation of on-Airport employees (i.e.,
               Administration employees, airline employees except crew personnel
               not home-based in the area, employees of concessionaires and
               Airport service providers, etc.) between the Airport and the
               scheduled service areas at a discounted rate. Contractor is not
               required to offer discounts to employees utilizing door-to-door
               service. The procedure by which Airport employees are permitted
               to utilize Contractor's ground transportation service, and the
               proposed fees to be charged by Contractor, shall be subject to
               the advance written approval of the Administration. During the
               Contract term, Contractor shall be required to submit to the
               Administration for advance written approval, any proposed changes
               to the procedure for transporting Airport employees, or the fees
               proposed to be charged to Airport employees.


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          16.  Submit a written listing of its proposed fares (prices) to the
               Administration for the written approval of the Administration
               prior to the submission of such a listing to the Maryland Public
               Service Commission, the Washington Metropolitan Area Transit
               Commission (WMATC) and/or any applicable regulatory authority.
               All charges, fees, or prices established by Contractor for
               services provided hereunder shall be reasonable and shall be
               approved by the Administration. Reasonableness of charges, fees,
               or prices shall be determined by comparison with charges, fees,
               or prices currently charged for the same types of services
               provided at comparable airports, and by financial information
               provided by Contractor. During the term of this Contract, said
               charges, fees, or prices may not be increased without the prior
               written approval of Administration. 

               Any proposed change to fares must be submitted to the
               Administration in writing at least 30 days prior to the effective
               date. All fare changes are subject to the Administration's prior
               approval.

          17.  Design, print, and make available to Airport patrons, a U.S.
               Postal Service size post card for the recording of customer's
               comments or complaints relating to service provided. Cards shall
               be placed at conspicuous locations on all vehicles used in the
               service, at the Airport's Ground Transportation Desk, and at all
               waiting lounge locations served by Contractor, e.g. the Greenbelt
               Terminal, and the Washington Investment Building Passenger
               Waiting Lounge. Design and content of this card shall be subject
               to prior written approval of the Administration. Proposed card
               shall include a method for delivery of card to Contractor and
               Administration after card has been completed (filled-in) by
               customer.

          18.  Authorize Contractor's manager for the Airport's ground
               transportation operations to respond, in writing, to customer
               complaints regarding


                                      -16-
<PAGE>   19


                                          
               ground transportation services provided. Contractor's operating
               procedures shall provide that the manager has primary
               responsibility for responding to customer complaints, and
               regardless of whether a complaint is subsequently forwarded to
               Contractor's headquarters, the manager shall reply promptly and
               courteously, in writing, to each customer complaint, as
               appropriate.

               In any event the manager shall, within five (5) calendar days of
               the date that the complaint is first received, make an
               appropriate response to the customer, which, if further action on
               the complaint is required, may consist of an acknowledgement of
               the complaint and a statement of further action to be taken by
               Contractor. Contractor shall forward to the Administration a copy
               of each complaint, a report prepared by Contractor, and the
               written response at the same time such response is mailed or
               delivered to the customer.

          19.  Market and promote the service in accordance with Contractor's
               proposal dated November 7, 1994 unless otherwise approved or
               disapproved by the Administration. Contractor's plan shall be
               subject to the advance written approval of the Administration.
               During the term of this Contract, Contractor shall be required to
               submit semi-annual written reports as to those promotional
               efforts that have been undertaken, together with reports of
               expenses or costs incurred for those promotional efforts.

          20.  Provide that a representative of Contractor shall be stationed at
               the Airport's Ground Transportation Desk, for the purpose of (1)
               providing dispatching services for Contractor's and/or its
               subcontractors' vehicles, (2) monitoring Contractor's and/or its
               subcontractor(s) activity at the Airport, (3) responding to
               unsolicited inquiries concerning Contractor's and/or its
               subcontractor(s) ground transportation service, and (4) selling
               one-way or round trip tickets. Said representative is
               specifically  


                                      -17-
<PAGE>   20

               prohibited from soliciting business at this site. Soliciting for
               purposes of this Contract is defined as any action that is
               contrary to the prescribed method of conducting business as
               hereinabove described, and any action by Contractor's
               representative to market or sell Contractor's service at the
               Airport prior to initiation of a conversation by a prospective
               customer with Contractor's representative.

          21.  Provide the personnel and expertise necessary to manage and
               oversee the overall specified ground transportation concessions
               program.

          22.  Permit representatives of the Administration to conduct a
               complete inspection of the Contractor's and/or its
               subcontractor's operations, that is, premises and vehicles at any
               time with respect to cleanliness, state of repair, prices
               charged, hours of operation, and services performed, and such
               other items as the Administration may wish to review. All
               operations of the Contractor and its subcontractors must comply
               with all applicable federal, state, local and other governmental
               laws and regulations.

          23.  Offer subcontracts to qualified ground transportation operators
               on a nondiscriminatory basis, and at reasonable terms.

          24.  Agree that the Contractor and its subcontractors, and all
               principals, officers, directors, employees and agents thereof,
               act solely as an independent contractor in connection with the
               Contract and all activities conducted thereunder, and not as
               employees or agents of the Administration.

          25.  Comply with all applicable laws, rules, regulations and
               directives promulgated by the Federal Government, the State of
               Maryland and the Administration for the care, operation,
               maintenance, and protection of the Airport.

          26.  Comply with the Administration's EWI Airport Security Plan.


                                      -18-
<PAGE>   21


          27.  Ensure that its employees and/or subcontractors do not knowingly
               permit any person to use the assigned Premises for any illegal or
               immoral purposes.

          28.  Ensure that its employees and/or subcontractors shall conduct
               their operations in a first-class, businesslike, efficient,
               courteous, and accommodating manner.

          29.  Give directions and assist the public generally.

          30.  Maintain properly attired, well-trained customer service and/or
               sales personnel at the Ground Transportation Desk and use the
               utmost skill and diligence in the conduct of their business at
               the Ground Transportation Desk. Contractor and its subcontractors
               must have in place an active customer service training program,
               and all of Contractor's and its subcontractor's employees that
               have direct contact with the public shall have at least eight (8)
               hours of customer service training annually, as approved by the
               Administration. The Administration shall be given notice of such
               training at least two (2) weeks in advance of such training. The
               Administration reserves the right to send a representative(s) to
               observe or provide such training.

          31.  Take all reasonable measures in every proper manner to maintain,
               develop, and increase the business conducted by its Contractor
               and subcontractors and not divert, or cause, or allow to be
               diverted, any business away from the Airport.

          32.  Ensure that all van and/or bus drivers have at least eight (8)
               hours of driver's safety training annually. Administration shall
               be given notice of such training at least two (2) weeks in
               advance of such training. The Administration reserves the right
               to send a representative(s) to observe such training.

          33.  At the time any van and/or bus driver is hired or selected, and
               on a continuing basis thereafter, ensure each such driver has a
               valid driver's



                                      -19-
<PAGE>   22


               license and any other permit required by law to operate a van
               and/or bus, as the case may be, at the Airport.

          34.  Maintain a record of the training and driver's license review
               referenced above for each van and/or bus driver, which is subject
               to review and audit by the Administration.

          35.  Have a substance abuse program in effect at all times. The
               proposed program shall be submitted to the Administration within
               30 days of Contract commencement, and whenever any changes to the
               program are made.

                                   ARTICLE IV

                                SECONDARY SERVICE

     Contractor shall have the option to provide secondary ground transportation
service, on a nonexclusive basis, to and from the Airport for airlines, airline
passengers, and air carrier employees, or others desiring such service. All
secondary ground transportation service shall be subject to the prior written
approval of the Administration. For the right to perform any or all of the
following secondary ground transportation services, Contractor shall pay the
Administration a fixed fee of ten percent (10%) of gross receipts for such
services originating at the Airport and entered into as a result of the
Contract. Secondary services shall be limited to the following:

     a.   Transportation services for airline crew personnel.

     b.   Transportation services for lost, misplaced, or unaccompanied baggage
          of airline passengers.

     c.   Transportation services for airline passengers arriving at the Airport
          on aircraft which were diverted to the Airport from other locations,
          when such transportation is arranged on a charter basis by the airline
          company. 

     d.   Transportation services on a pre-arranged charter (single destination)
          basis for travel agencies, hotel associations, business organizations,
          etc.


                                      -20-
<PAGE>   23

                                                                                
                                    ARTICLE V

                             EQUIPMENT REQUIREMENTS

     A.   As of the commencement date of the Contract, Contractor shall be
          required to provide for the amount of equipment and seating capacity
          of equipment necessary to provide the ground transportation service
          proposed in Contractor's proposal dated November 7, 1994 and for any
          secondary services to be operated by Contractor. Contractor shall be
          required to provide a written plan as to how it will comply with the
          equipment requirements set forth in items B. through F. of this
          Article, within 10 days of Contract commencement. The Administration
          reserves the right to require the Contractor to either increase the
          number of trip frequencies, or provide additional equipment if
          passenger demand exceeds the available seats on a consistent basis.

     B.   The following are the specific requirements relating to the type and
          condition of vehicle requirements that Contractor must provide:

          1.   Vans - If Contractor elects to provide vans:

               a.   Each vehicle shall be a "top-of-the-line" quality van-type
                    vehicle providing not less than eight (8) passenger seats
                    and separate luggage space such as:

                     -   Ford-XLT Club Wagon
                     -   Chevrolet-Beauville
                     -   Dodge-Royal Sportsman Maxivan
                     -   GMC-Rally Custom
                     -   Wayne-Transette
                     -   or equal as determined by the Administration.
              
               b.   Suitably equipped vehicles shall be available to serve
                    disabled passengers.

               c.   Each vehicle shall have the manufacturer's standard
                    integrated air-conditioning and heating system and be
                    equipped with two-way radios or telephones.

               d.   Compressed Natural Gas (CNG) vehicles are permitted,
                    however, the Administration will not provide a fueling
                    facility for such



                                      -21-
<PAGE>   24


                    vehicles, or any other vehicles operated by Contractor in
                    connection with this Contract.

          2.   and/or Buses If Contractor elects to provide buses:

               a.   Each bus shall be a "top-of-the-line" quality vehicle such
                    as the following:

                    -   Eldorado National
                    -   Bluebird Q Bus
                    -   Thomas Citybus
                    -   or equal, as determined by the Administration

                    "School bus" type vehicles shall not be permitted.
               
               b.   Buses shall be equipped with a disabled access device and a
                    luggage compartment.

               c.   Each bus shall have the manufacturer's standard integrated
                    air-conditioning and heating system, and be equipped with
                    two-way radios or telephones. On-board restrooms shall not
                    be required.

               d.   Compressed Natural Gas (CNG) vehicles are permitted,
                    however, the Administration will not provide a fueling
                    facility for such vehicles, or any other vehicles operated
                    by Contractor in connection with this Contract.

     C.   The Administration shall require that Contractor clearly mark its
          vehicles used in providing service for the Airport with
          Administration-approved identification symbols and markings
          (lettering, etc.) to assure their easy identification by the traveling
          public; that is, ground transportation vehicles must bear signs
          indicating that the vehicles provide service to "Baltimore/Washington
          International Airport". Contractor's use of the Airport's identifying
          symbol (the "logo"), shall be in accordance with applicable Airport
          Tenant Directives. Vehicles shall be identically painted and marked,
          unless otherwise approved by the Administration.



                                      -22-
<PAGE>   25


     D.   The Administration's prior written approval is required for all
          proposed vehicle exterior markings (painting, lettering, signing,
          etc.) prior to the commencement of the Contractor's operations and
          during the term of this Contract.

     E.   All vehicles shall be maintained in a fully operational, safe, neat,
          clean, well polished and presentable condition at all times both
          externally and internally. Administration shall have the right to
          require Contractor to clean and repair any vehicle found less than
          acceptable to the Administration. Further, Administration shall
          require that any equipment that is not fully operational in accordance
          with all applicable state and local laws, or in safe operating
          condition, that is, where all mechanical or electrical systems are not
          working (i.e., the air-conditioning) or that has sustained exterior or
          interior damage which adversely affects safety, appearance, comfort,
          or performance, be removed from service immediately and repaired or
          replaced.

     F.   Van-type vehicles shall be no more than two (2) model years old (1993
          model year or later) and shall not have in excess of 50,000 actual
          odometer miles as of the commencement of the Contract Term. Contractor
          shall be required to replace any van-type vehicle which has a maximum
          of two (2) years and/or 200,000 miles of service, that is, 250,000
          actual odometer miles, under this contract unless the Administration
          grants written approval to retain such van-type vehicle in service.
          Buses shall be no more than five (5) model years old (1990 model year
          or later) and shall not have in excess of 250,000 actual odometer
          miles as of commencement of the Contract Term. Contractor shall be
          required to replace any bus which has a maximum of four (4) years
          and/or 600,000 miles of service, that is, 850,000 actual odometer
          miles, under this Contract unless the Administration grants written
          approval to retain such bus in service. Contractor shall be required,
          during the Contract term, to maintain the minimum vehicle equipment
          complement specified herein, and (Contractor shall replace any
          equipment which becomes unserviceable (i.e., unsafe, poor performance
          or appearance) during the Contract Term and any extension


                                      -23-
<PAGE>   26


          thereto. Title to the said equipment shall vest in Contractor (unless
          leased) and there shall be no purchase or buy-back of the equipment
          from Contractor by Administration, or by a successor contractor at the
          end of the Contract term, or upon any earlier termination of this
          Contract.

                                   ARTICLE VI

                               OPERATING PREMISES

     Contractor shall be assigned the following areas and premises on the
Airport for the conduct of the ground transportation services encompassed by
this Contract. The location of assigned areas and premises on the Airport is
subject to change, upon written notification from Administration.

     A.   Office Space

          Contractor shall be provided, at no cost, one (1) air-conditioned
          office of approximately 135 square feet in the Airport Terminal
          Building for conduct of Contractor's operations at the Airport. The
          site is depicted on Exhibit "F" hereto. Contractor may request
          additional office space, which if available, will be subject to
          standard Airport rental rates for such space.

     B.   Ground Transportation Desk. 

          Contractor shall, at a minimum of at least two (2) persons, provide
          adequate staffing to provide schedule and fare information to the
          public at the Ground Transportation Desk (Exhibit "G"), at least
          sixteen (16) hours per day, between the hours of 6:00 a.m. and 11:00
          p.m., seven (7) days a week, every day of the year unless otherwise
          approved by the Administration. In addition, Contractor shall sell
          both one-way and round trip tickets in accordance with the procedures
          identified in its November 7, 1994 proposal.

          The Administration reserves the right to relocate the Ground
          Transportation Desk to an alternate location within the Terminal
          Building. The Administration intends to have a second Ground
          Transportation Desk open in the Spring of 1997 in the New
          International Concourse at BWI, which will



                                      -24-
<PAGE>   27


          require Contractor operation based upon a staffing and availability
          plan approved by the Administration.

     C.   Departure Parking Positions.

          Contractor and its subcontractor(s) shall be assigned certain
          nonexciusive portions of the inner curb lane of the lower level
          roadway immediately adjacent to the exit/entrance doors of the
          Terminal Building and other areas, as appropriate, for the loading of
          its vehicles, all in a manner established by Administration. During
          construction of the new International Concourse, which is scheduled to
          occur during this Contract's term, approximately 250 to 300 feet of
          the inner roadway will not be available. However, the Administration
          assures inner roadway access will be maintained. Assigned space for
          taxis, luxury limousines/sedans and bus stops will be reduced for
          approximately one and one-half (1 1/2) years, beginning approximately
          in the Fall, 1995. Additional space will be made available after
          construction since the inner roadway will be extended.

     D.   Employee Parking.

          Employees of Contractor and its subcontractor(s) shall be permitted to
          park their personal vehicles in the Airport's employee parking areas,
          subject to the same terms and conditions of use as are applicable to
          employees of other tenants, air carriers, concessionaires, etc., using
          the employee parking lots of the Airport. The Airport employee parking
          lots shall not be used for the parking of Contractor's or its
          subcontractor(s)' commercial vehicles.

     E.   Vehicle Staring Area.

          Contractor and its subcontractor(s) will be allowed to have
          nonexclusive use of a vehicle staging area at the lower level inner
          roadway of the terminal at no additional cost to Contractor. The
          Administration will not provide an overnight storage area for
          vehicles, nor maintenance facility at the Airport. However, vehicles
          used in the service of this Contract may be stored at the Greenbelt
          Terminal, but only in the event that, and only so long as, Contractor
          makes use



                                      -25-
<PAGE>   28


          of the Greenbelt Terminal for direct passenger accommodation.
          Maintenance or exterior washing of vehicles and vehicle maintenance
          will not be permitted either at the said vehicle staging area at the
          Airport or at Greenbelt.

     F.   Washington. D.C. Passenger Waiting Lounge.

          Contractor shall have the use of the waiting lounge located in the
          Investment Building at 1517 "K" Street, Washington, D.C. for
          passengers traveling to and from the Airport. The waiting lounge will
          be made available only so long as the Metropolitan Washington Airport
          Authority (MWAA) continues its contractual relationship with the
          Administration. In the event that the current contract between the
          Administration and MWAA is terminated, the Administration will use its
          best efforts to locate a similar, centrally located facility in
          Washington, D.C. The waiting lounge is provided at no additional cost
          to Contractor, that is, Administration shall pay the required fees on
          this facility which provides for MWAA staff to conduct Contractor's
          distribution of schedules and dispatching services at this facility.

          Schedule and fare information is available at this location under an
          agreement with the MWAA. The Contractor may provide ticket sales
          subject to MWAA agreeing to provide ticket counter space.

     G.   Greenbelt Terminal.

          Contractor shall have the option to use the passenger waiting lounge
          located adjacent to the Greenbelt Armory in Greenbelt, Maryland for
          pickup and delivery of passengers making use of Contractor's service
          under this Contract; provided however, that Contractor must exercise
          its option to use the facility by notifying the Administration in
          writing by no later than December 31, 1995. Contractor shall have the
          use of this facility at no rental cost, but Contractor shall be
          responsible to pay all utility, janitorial, trash removal, grass
          cutting, and snow removal costs at this facility once it has exercised
          its option to commence using the facility. Also, in the event that
          the Adjutant General of the Maryland Department of the Military or his
          designee determines that



                                      -26-
<PAGE>   29


          Contractor's operations at Greenbelt Armory are interfering with
          emergency military affairs or responsibilities, Federal or State, and
          the Adjutant General provides notice to the Administration of same,
          then Administration shall advise Contractor to, at once, temporarily
          suspend operations at the Greenbelt Terminal. At any time that the
          Adjutant General, under other than emergency circumstances, determines
          that Contractor's operations at Greenbelt Terminal are detrimental to
          the missions and responsibilities of the Military Department, and the
          Adjutant General or his designee has provided the Administration
          written notice of same, the Administration shall give Contractor
          written notice to quit the premises. In the event that action by the
          Maryland Department of the Military forces Contractor to vacate the
          above cited premises at the Greenbelt Terminal, Administration will
          use its best efforts to locate, and make available to Contractor like
          facilities nearby, at no cost to Contractor except Contractor shall be
          required to provide and pay for the costs of staffing, utilities,
          janitorial costs, and routine maintenance, including trash removal,
          grass cutting and snow removal, as referenced herein.

     H.   Monitor Booth

          Contractor shall have the right to place a booth on the upper level,
          Pier A, adjacent to the interior doors. Contractor shall staff this
          booth at its discretion, for the purpose of monitoring passenger
          activity of vehicles used in the service (e.g., taking a "head count"
          of passengers). The appearance and exact location of the booth shall
          be subject to the Administration prior written approval.

                                   ARTICLE VII

                       COMPENSATION FOR CONCESSION RIGHTS

     A.   Contractor shall pay to Administration during each year of the term of
          this Contract, fifteen percent (15 %) of the total gross revenues
          derived from Contractor's and its subcontractor(s)' primary ground
          transportation outbound operations from the Airport. Primary ground
          transportation operations shall be


                                      -27-
<PAGE>   30


          defined as those ground transportation services set forth in Article
          III. of this Contract.

     B.   Within ten (10) days after the end of each calendar month, Contractor
          shall forward a monthly payment to Administration in the amount of
          fifteen percent (15 %) of the total gross revenues for all primary
          ground transportation operations originating at the Airport. Along
          with such payment, an itemized report in the format attached hereto as
          Exhibit "H", and showing the actual total gross revenues for primary
          ground transportation originating at the Airport for the previous
          month shall be forwarded to the Administration. Copies of Contractor's
          daily record of outbound trips shall be available for audit. The
          aforementioned monthly report shall include the passenger statistics
          required under Article III.F.7.

     C.   In addition to the foregoing, Contractor shall pay monthly to the
          Administration, during the Contract Term, ten percent (10%) of the
          total gross revenues derived from its optional secondary service
          ground transportation activities originating at the Airport, as set
          forth in Article IV of this Contract. Within ten (10) days after the
          end of each calendar month, Contractor shall forward a monthly payment
          to the Administration at the rate of ten percent (10%) of the total
          gross revenues for all secondary ground transportation operations
          originating at the Airport. An itemized report showing the actual
          total gross revenues for secondary ground transportation operations
          originating at the Airport for the previous month shall be
          simultaneously forwarded to the Administration.

     D.   "Gross revenues" for purposes of this Article shall consist of all
          revenue received or realized by or accruing to Contractor and its
          subcontractor(s) from all sales, for cash or credit, of all primary
          and secondary ground transportation services originating at the
          Airport and described in Articles III., and IV. of this Contract. All
          revenue shall be deemed to be received on the accrual basis in
          accordance with generally accepted accounting principals. No
          deductions from


                                      -28-
<PAGE>   31


          gross revenues shall be made for bad debts. However, there shall be
          excluded or deducted, as the case may be, from "gross revenues" the
          following:

          1.   Federal, state, municipal, or other governmental excise taxes,
               use or privilege taxes now or hereafter imposed and required to
               be collected by the Contractor or its subcontractor(s) directly
               from patrons or customers or as part of the price of any ground
               transportation services and required to be paid in turn to any
               governmental agency.

          2.   Receipts from the sale or trade-in value of any furniture,
               fixture or equipment used on the Assigned Premises.

          3.   The amount of any gratuities paid or given by patrons or
               customers to Contractor's or its subcontractor(s)' employees.

          4.   Proceeds from any sale of waste paper, or other refuse materials.

          5.   Fees paid to and charges made by nationally recognized, major
               credit card companies.

     E.   All payments herein are to be in lawful money of the United States of
          America.

     F.   Payments not received within ten (10) days from date due shall be
          assessed an additional one and one quarter percent (1.25 %) fee per
          month late charge until paid. In the event Contractor's past due
          account is forwarded by the Administration to the State of Maryland
          Central Collection Unit (CCU), the Contractor will be responsible to
          pay CCU's standard collection fees in addition to any amounts due to
          the Administration.

                                  ARTICLE VIII

                                   INSURANCE
         
     A.   Contractor and/or its subcontractor(s) shall at its own cost and
          expense, take out and maintain primary liability insurance with a
          reputable insurance company authorized to conduct business in the
          State of Maryland.

     B:   Contractor and/or its subcontractor(s), at its own cost and expense,
          sball take out and carry in effect, throughout the term of the
          Contract, a standard form


                                      -29-
<PAGE>   32


          policy, or policies, of insurance on an occurrence basis, for the
          foregoing stated liability, in the following types and amounts:

          1.   Workers' Compensation Insurance as required by the laws of the
               State of Maryland, including Employer's Liability Coverage, and
               any applicable federal laws.

          2.   Automobile Liability (1.) for buses with a combined single limit
               of not less than Five Million Dollars ($5,000,000) covering all
               owned, hired, and non-owned vehicles, as the result of any single
               occurrence, and (2.) for vans with a combined single limit of not
               less than One Million Dollars ($1,000,000) covering all owned,
               hired, and non-owned vehicles, as the result of any single
               occurrence.

          3.   General Liability Insurance with combined single limit of not
               less than One Million Dollars ($1,000,000), to include but not be
               limited to, bodily injury and/or death, premises/operations,
               personal injury, independent contractors, broad form property
               damage and contractual insurance as a result of any single
               occurrence.

     C.   Contractor agrees to furnish the Administration with certificates of
          insurance from a responsible insurance carrier(s) evidencing coverage
          of Contractor's and/or its subcontractor(s)' operations on the Airport
          and the period of the policies, and indicating the type, kind, and
          amount of insurance in effect. All policies shall identify the State
          of Maryland, the Maryland Department of Transportation, the
          Administration, its authorized officers, agents, employees and
          representatives as additional insureds, not named insureds. The
          Administration shall be provided with at least thirty (30) days
          advance notice, in writing, of cancellation or of any material change.

     D.   Contractor shall furnish each certificate of insurance in duplicate to
          the Administration for approval within fifteen (15) days from the date
          of this Contract's Award, unless otherwise specifically authorized by
          Administration in writing.


                                      -30-
<PAGE>   33


                                                                           
          Certificate(s) shall be issued to:

                   Maryland Aviation Administration
                   Division of Commercial Management
                   Terminal Building
                   Post Office Box 8766
                   Baltimore/Washington International
                   Airport, Maryland 21240-0766

          Administration reserves the right to obtain relevant endorsements,
          declaration pages, and/or a complete copy of the insurance policy(s)
          from Contractor evidencing the coverage required herein, upon written
          demand.

     E.   The failure of Administration, at any time or from time to time, to
          enforce the foregoing insurance provisions, shall not constitute a
          waiver of those provisions nor in any respect reduce the obligations
          of Contractor to defend and hold the Administration harmless with
          respect to any items of injury or damage covered by this Article.

                                   ARTICLE IX

                                OPERATING RIGHTS

     A.   It is the intent of the Administration that it shall be able, at its
          sole option, to obtain full and free competition in soliciting
          proposals from other contractors in the event that the Administration
          chooses to award successor scheduled ground transportation contracts
          to this Contract.

     B.   Therefore, if the Administration solicits competitive proposals for
          successor ground transportation contracts upon the termination or
          expiration of this Contract, and if the Contractor under this Contract
          does not obtain a subsequent follow-on ground transportation contract
          from the Administration, it agrees to: (1) the surrender of its PSC
          permit to operate the specified ground transportation services at the
          Airport as described in this Contract, and (2) not to oppose
          applications. for such PSC permits by the Administration or by any
          other Contractor(s), chosen by the Administration for such follow-on
          contracts.

     C.   Contractor shall not be entitled to any payment or other compensation
          for: (1) the operating rights, (2) its agreement to surrender its PSC
          permit, or (3) its


                                      -31-
<PAGE>   34


          agreement not to oppose the applications of the other contractor(s)
          chosen by the Administration for the follow-on contract(s).

     D.   Within ten (10) days after the date of Notice of Award of the
          Contract, Contractor shall submit to the Administration, for its prior
          written approval, its proposed request to the PSC as required by
          Article III.F., Paragraph 10., of this Contract or written evidence
          that such PSC authorization has already been received from the PSC.
          Contractor shall, during the term of this Contract, promptly seek
          prior written approval by the Administration for any application it
          intends to make to the PSC for any amendment to its permit authority,
          or for any additional authorities affecting its operations at the
          Airport, and provide copies to the Administration of any such
          amendments or additional permits. 

                                   ARTICLE X

                               VEHICLE MAINTENANCE

     The Administration will not authorize vehicle maintenance activities (e.g.,
engine tune ups, tire changes, oil/oil filter changes) on the Airport or any
other property owned or controlled by the Administration, except for any
Administration-approved facility which provides such services to the general
public. Administration will not provide and/or lease any existing maintenance
facilities on the Airport for the maintenance or cleaning of Contractor's or its
subcontractor(s)' vehicles or other equipment.

                                   ARTICLE XI

                                    UTILITIES

     The Administration, at its own cost, agrees to provide the Contractor and
its subcontractors with sewerage and water and existing building electricity,
heat, ventilation and air-conditioning in and to the Operating Premises assigned
to Contractor in the Airport Terminal Building. Contractor will be responsible
to pay all utility costs at the Greenbelt Terminal if it elects to utilize that
facility. Any modifications to upgrade existing utilities beyond that
existing when the Operating Premises are assigned to Contractor will be at
Contractor's sole cost and expense, and subject to the Administration's prior
written permit


                                      -32-
<PAGE>   35


process approval. The Contractor shall provide and pay for its own telephone
service within the Operating Premises.

                                   ARTICLE XII

                              CONTRACTS WITH GROUND
                          TRANSPORTATION SUBCONTRACTORS

     The consent of the Administration with respect to any ground transportation
subcontractor shall, in part, be conditioned on the reasonable acceptability of
the terms and provisions contained in the contracts with the subcontractors, a
copy of which must be submitted to the Administration for its written approval
prior to effective date. The Administration reserves the right to deny any
subcontractor contract for any reason it deems in the best interest of the
Airport.

     Contractor will be the primary point of contact in all matters pertaining
to Contractor's subcontractors, which may arise in the conduct of the Contract.
Subcontractors will be held to those same applicable standards and requirements
as Contractor is held to under this Contract.

                                  ARTICLE XIII

                 DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION

     A.   It is the policy of the Administration that DBEs, as defined in 49 CFR
          Part 23, shall have the maximum opportunity to share in the benefits
          from the Airport concession opportunities. Furthermore, in accordance
          with Federal Regulations under 49 CFR Part 23, it is the
          Administration's obligation to ensure that DBE's have the opportunity
          to compete for available revenues at the Airport. A DBE is a business
          entity, whether a sole proprietorship, partnership, joint venture, or
          corporation of which at least fifty-one percent (51 %) of the interest
          is owned and controlled by a "socially and economically disadvantaged
          individual" as such term is defined in the Airport and Airways Safety
          and Capacity Expansion Act of 1987 and the regulations promulgated
          pursuant thereto at 49 CFR Part 23. DBES must meet the experience and
          economic guidelines set forth in 49 CFR Part 23 and be certified by
          the Maryland


                                      -33-
<PAGE>   36


                                                                            
          Department of Transportation (hereinafter referred to as "MDOT").
          Individuals who are rebuttably presumed to be socially and
          economically disadvantaged include women, Black-Americans,
          Hispanic-Americans, Native Americans, Asian-Pacific Americans, and
          Asian-Indian Americans.

     B.   In order to provide a fair opportunity for DBE participation, the
          Administration requires that Contractor make good faith efforts, as
          defined in Appendix A of 49 CFR Part 23, to provide for a level of DBE
          participation in this concession equal to or greater than fifteen
          percent (15 %) of concession gross revenues through an assignment of a
          portion of the required services to DBE ground transportation related
          service providers; or a combination of ownership options and the above
          assignment provision. In the event that the Contractor qualifies as a
          MDOT-certified DBE, the Contract goal shall be deemed to have been
          met.

     C.   Selection of actual DBE ground transportation related service
          providers, if proposed as a method of achieving participation, shall
          be finalized after award to the Contractor. The Administration
          encourages, but does not require, DBE selection based on a separate
          request(s) for proposals to be issued by the Contractor or other
          competitive methodology.

     D.   If the Contractor fails to achieve and maintain the level of MDOT
          certified DBE participation submitted in its proposal, Contractor will
          be required to provide documentation demonstrating that it made good
          faith efforts, as determined by the Administration, in its attempt to
          meet the required level of MDOT certified DBE participation. If
          Contractor fails to reflect a good faith effort to achieve and
          maintain the level of MDOT certified DBE participation submitted in
          its proposal throughout the term of the Contract, Administration may
          consider this as a material breach of the Contract and may terminate
          the Contract in accordance with the Article XVI.


                                      -34-
<PAGE>   37


                                   ARTICLE XIV

                                     FINES
     
     The Administration may elect to impose on the Contractor the fines
described below on the basis of per violation; in addition to all other rights
and remedies enumerated in this

Contract:

          Violation                          Article        Assessment
          ---------                          -------        ----------
          Violation of Hours of              III            $100.00 per incident
          Operation Requirement

          Violation of Number                III            $100.00 per incident
          of Trips Schedule

          Less than required                 VI             $100.00 per incident
          number of employees
          at ground transportation
          counter at all times

                                   ARTICLE XV

                             FINANCIAL LIABILITY OF
                          ADMINISTRATION AND CONTRACTOR

     The Administration and the Contractor and its subcontractors are not and
shall not be considered as joint venturers, partners, or agents of each other,
and none shall have the power to bind or obligate any other except as set forth
in any contract agreed to by said parties. There shall be no liability on the
part of the Administration to any person for any debts incurred by the
Contractor or by any business conducted on or off the Airport in connection with
the operations of the ground transportation concession at the Airport unless
Administration agrees in writing to pay such debts.

                                   ARTICLE XVI

                  DEFAULT AND RIGHTS AND REMEDIES UPON DEFAULT

     A.   The occurrence of any one or more of the following events shall be a
          default under this Contract: 

          1.   Contractor shall become insolvent, or shall take the benefit of
               any present or future insolvency statute, or shall make a general
               assignment


                                      -35-
<PAGE>   38


                                                                                
               for the benefit of creditors, or file a voluntary petition in
               bankruptcy or a petition or answer seeking an arrangement of its
               reorganization or the readjustment of its indebtedness under the
               Federal bankruptcy laws or under any other law or statute of the
               United States or of any state thereof, or consent to the
               appointment of a receiver, trustee, or liquidator of all or
               substantially all of its property; or

          2.   By order or decree of a court, Contractor shall be adjudged
               bankrupt or an order shall be made approving a petition filed by
               any of the creditors or, if Contractor is a corporation, by any
               of the stockholders of Contractor seeking its reorganization or
               the readjustment of its indebtedness under the Federal bankruptcy
               laws or under any law or statute of the United States or of any
               state thereof; or

          3.   A petition under any part of the Federal bankruptcy laws or an
               action under any present or future insolvency law or statute
               shall be filed against Contractor and petition against the
               Contractor shall not be dismissed within thirty (30) days after
               the filing thereof; or

          4.   The Contract or the rights and interest of Contractor hereunder
               be transferred to, pass to, or devolve upon, by operation of law
               or otherwise any other person, firm, or corporation; or 

          5.   There is any substantial change in the ownership or
               proprietorship of Contractor, which, in the opinion of the
               Administration, is not in the best interest of the
               Administration, or the public; or

          6.   Contractor, if a corporation, shall, without the prior written
               consent of the Administration, become a non-surviving merged
               corporation in a merger, a constituent corporation in a
               consolidation, or a corporation in dissolution; or

          7.   Contractor is, or Contractors collectively are doing business as,
               or constitute a co-partnership, and the said co-partnership shall
               be dissolved as the result of any act or omission of its
               co-partners or any of them or



                                      -36-
<PAGE>   39


               by operation of law or the order or decree of any court having
               jurisdiction, or for any other reason whatsoever; or

          8.   By or pursuant to, or under authority of any legislative act,
               resolution or rule, or any order or decree of any court or
               governmental board, agency or officer having jurisdiction, a
               receiver, trustee, or liquidator shall take possession or control
               of all or substantially all of the property of Contractor, and
               such possession or control shall continue in effect for a period
               of fifteen (15) days; or

          9.   Any lien is filed against the Airport property because of any act
               or omission of Contractor and is not removed within ten (10)
               days; or

          10.  Contractor shall abandon, desert, vacate, or discontinue
               performance of its operations and services required by the
               Contract; or

          11.  Contractor shall assign, transfer, encumber or subcontract the
               Contract or any interest therein without the prior written
               approval of the Administration; or

          12.  Contractor shall fail duly and punctually to pay the concession
               fee or to make any other payment required hereunder when due to
               the Administration; or

          13.  Contractor shall fail to provide the quality of service to the
               public to the satisfaction of the Administration, as required
               herein, within ten (10) days after notice to correct the
               condition or practice objected to; or

          14.  In the event that Contractor has leased space at the Airport,
               Contractor fails to make required repairs to the leased premises
               within fifteen (15) days after notice is received from the
               Administration. If Contractor refuses or neglects to undertake
               the maintenance, repairs, or replacements it is responsible for
               after request by the Administration; or if Administration is
               required to make any repairs necessitated by the negligent acts
               or omissions of Contractor, its employees, agents, servants, or
               licensees, Administration shall have the right, after fifteen


                                      -37-
<PAGE>   40


               (15) days written notice, to make such repairs on behalf of and
               for Contractor. Such work shall be paid for by Contractor within
               ten (10) days following demand by Administration for said payment
               at Administration's cost or standard rates plus fifty percent
               (50%) overhead; or

          15.  There is a cessation or deterioration of service for a period
               which, in the judgement of the Administration, substantially and
               adversely affects the operation of the ground transportation
               service required hereunder; or

          16.  The Contractor conducts business activities at the Airport which
               have not been approved in writing by the Administration and does
               not cease such activities within twenty-four (24) hours after
               notice by the Administration; or

          17.  Contractor shall fail to keep, perform and observe each and every
               other promise, covenant, condition, and agreement set forth in
               the Contract on its part to be kept, performed or observed and
               does not cure such failure within ten (10) days after receipt of
               notice of non-compliance thereunder by the Administration, or,
               where fulfillment of its obligation requires activity over a
               period of time, shall fail to commence performance to the
               satisfaction of the Administration, within ten (10) days after
               receipt of notice, and to continue such performance without
               interruption; or

          18.  There is a finding by the Administration that there was a
               material misstatement or omission made by the Contractor in its
               proposal dated November 7, 1994, which the Administration relied
               upon in making its award of the Contract.

     B.   Upon the occurrence of any such event detailed in Item A. of this
          Article or at any time thereafter during the continuance thereof, the
          Administration may, at its option, exercise concurrently or
          successively any one or more of the following rights and remedies: 


                                      -38-
<PAGE>   41


          1.   Upon five (5) days notice, terminate the Contract and the rights
               of the Contractor hereunder;

          2.   Without waiving any default, pay any sum required to be paid by
               the Contractor to parties other than the Administration and which
               Contractor has failed to pay, and perform any obligations
               required to be performed by the Contractor under this Contract,
               and any amounts so paid or expended by the Administration in
               fulfilling the obligations of the Contractor hereunder shall be
               repaid by the Contractor to the Administration on demand, at cost
               plus a fifty percent (50%) administration fee, with interest
               thereon at the rate of one and one quarter percent (1.25%) per
               month from the date of such payment or expenditure, without
               terminating the Contract;

          3.   Bring suit for the collection of any payments required by the
               Contract for which Contractor may be in default or for the
               performance of any other covenant, promise, or agreement
               resulting upon Contractor for performance or damage therefor, all
               without terminating the Contract. In such case, Contractor shall
               be responsible to reimburse the Administration for any legal
               costs it incurs in enforcing this provision;

          4.   Assess Contractor at the rate of one and one quarter percent
               (1.25 %) per month of any and all fees and amounts not paid to
               the Administration when due, until such fees or amounts are paid;

          5.   Without prior demand or notice, assume operation of the ground
               transportation service at the Airport, either with or without the
               institution of summary or any other legal proceedings or
               otherwise and without diminishing, excusing or altering in any
               effect the obligations of Contractor under the Contract, in which
               case, subject to the Administration's obligation to mitigate
               damages, the amount or amounts of concession fees shall become
               due and payable to the Administration to the same extent, at the
               same time or in the same manner as if no 


                                      -39-
<PAGE>   42


               cancellation, re-entry, regaining or resumption of services took
               place. The Administration may maintain separate actions each
               month to recover any money due or at its option and at any time,
               may sue to recover the full deficiency;

          6.   The rights and remedies of the Administration provided under this
               Article shall not be exclusive and are in addition to any other
               rights and remedies which the Administration may have at law or
               in equity or under this Contract.

     C.   No waiver by the Administration at any time of any of the terms,
          conditions, covenants or agreements herein shall be deemed or taken as
          a waiver at any time thereafter of the same or any other term,
          condition, covenant or agreement herein contained, nor of the strict
          and prompt performance thereof. No delay, failure or omission of the
          Administration to take or to exercise any right, power, privilege or
          option arising from any default, or subsequent acceptance of fees then
          or thereafter accrued, shall impair any such right, power, privilege
          or option, or be construed to be a waiver of any such default or
          relinquishment thereof, or acquiescence therein; and no notice by the
          Administration shall be required to restore or revive any option,
          right, power, remedy or privilege after waiver by the Administration
          of default in one or more instances.

     D.   Contractor shall have the right to terminate this Contract in its
          entirety upon:

          1.   Forty-five (45) days prior written notice to the Administration
               of Contractor's intent to terminate, including the cause thereof;
               and

          2.   Payment in full of all obligations to the Administration arising
               hereunder through the date of termination; and

          3.   The occurrence of one or more of the following events provided
               any said events shall result in material adverse impact on
               Contractor's normal business operations or substantial diminution
               of Contractor's gross revenues from ground transportation
               operation, continuing for a period in excess of sixty (60) days:

                                      -40-
<PAGE>   43


               a.   The destruction of all or a material portion of the Airport
                    facilities;

               b.   The occupation of the Airport or a substantial part thereof
                    by an agency or instrumentality of the United States
                    Government or State or local government;

               c.   A military mobilization or public emergency wherein there is
                    a curtailment, either by executive decree or legislative
                    action, of normal civilian traffic at the Airport or the use
                    of motor vehicles or air transportation by the general
                    public; or a substantial limitation of the supply of
                    automobiles or gasoline for general public use.

                                  ARTICLE XVII

                               REMEDIES CUMULATIVE

     All rights and remedies provided in this Contract shall be deemed
cumulative and additional and not in lieu of or exclusive of each other or of
any remedy available to the Administration at law or in equity.

                                  ARTICLE XVIII

                               CONDUCT OF BUSINESS

     The Contractor shall have the right to use public Airport facilities in
common with others authorized to do so, which right shall be exercised in
accordance with the laws of the United States of America and the State of
Maryland, the rules and regulations promulgated by their authority with
reference to aviation and air navigation, and all reasonable and applicable
rules and regulations of Baltimore/Washington International Airport.

                                   ARTICLE XIX

                              PERFORMANCE GUARANTEE

     A.   The Contractor shall be required to execute and deliver to the
          Administration within fifteen (15) calendar days after receipt of
          notification of award of the Contract, a performance guarantee in the
          amount of Twenty Thousand Dollars ($20,000.00). The Contractor shall
          maintain such performance guarantee for


                                      -41-
<PAGE>   44


      
          the entire term of the Contract, to include any extension thereto. The
          amount of the said performance guarantee shall be subject to
          adjustment at the end of each Contract Year of the term; that is, the
          amount of the performance guarantee shall be adjusted each year to an
          amount equal to approximately fifty percent (50%) of the payments made
          by the Contractor to the Administration for the previous Contract
          Year.

     B.   If in the form of a surety bond, the performance guarantee may be
          issued for a one (1) year period, provided, however, that evidence of
          renewal or replacement of the said bond must be submitted annually by
          the Contractor to the Administration at least sixty (60) days prior to
          the expiration date of the bond. The surety bond shall contain
          language that the surety company shall notify the Administration in
          writing within fifteen (15) days of a determination that the surety
          bond is to be terminated, or is not going to be renewed. The
          Contractor shall maintain a performance guarantee in one of the forms
          provided for in Paragraph D. below. One form of performance guarantee
          may be substituted for another form of performance guarantee during
          the Contract term at the option of the Contractor, provided there
          shall not be any lapse of performance guarantee throughout the
          complete term of the Contract.

     C.   The performance guarantee assures performance of the Contract by the
          Contractor and payment to Administration of all payments due under the
          Contract. The performance guarantee shall be subject to. claim in full
          or in part by the Administration in the event of default by the
          Contractor for failure to fully perform the Contract.

     D.   The performance guarantee, at the option of the Contractor, may be in
          the form of: (1) an irrevocable letter of credit from a bank
          acceptable to the Administration (2) a certified check; (3) a
          cashier's check; or (4) in the form of a surety bond, executed by the
          Contractor and by a surety meeting the qualifications set forth in
          Article "XX" hereof.


                                      -42-
<PAGE>   45


                                                                               
     E.   Any interest accrued on the performance guarantee will be retained by
          the Administration.

     F.   In the event that the Contractor fails to provide the performance
          guarantee for Contract Year 1 as provided herein, within fifteen (15)
          days after receipt of notification of award of the Contract, the
          Contract may not be executed by the Administration.

                                   ARTICLE XX

                              SURETY QUALIFICATIONS

     The surety, or sureties, upon the required performance bond shall be a
corporate surety, or sureties, duly authorized to do business in the State of
Maryland. Bonding companies whose names appear on the United States Treasury
Department's listing of Accepted Sureties on Federal Bonds need not submit with
the bond any proof of their being so authorized by the Maryland Insurance
Commissioner. Any company which is not on the U.S. Treasury Department's current
list and which is selected to become a surety upon such performance bond must
submit with the bond, at the time it is tendered to the Administration, a
certificate by the Maryland Insurance Commissioner, bearing date not more than
five (5) days prior to the date of the bond so tendered, and to the effect that
the company is authorized to do business in the State of Maryland. To ensure
compliance with the Administration's requirements in this connection, the agent
or attorney executing the bond for the bonding company will, whether the company
is or is not on the Treasury Department's approved list, attach to the bond its
power of attorney or other appropriate proof of authority to execute the bond.

                                   ARTICLE XXI

                               SMOKING REGULATION

     Smoking or carrying any lighted tobacco product in the main terminal
building at the Airport is prohibited except for bars or cocktail lounges where
alcoholic beverages are dispensed, airline or Airport clubs, or other tenant
areas not accessible to the public. An area in which smoking or carrying lighted
tobacco products is permitted shall be prominently marked.


                                      -43-
<PAGE>   46


                                  ARTICLE XXII

                     AUTOMATED VEHICLE IDENTIFICATION SYSTEM

     The Administration may elect at any time during the Contract term to
require that an automated vehicle identification (AVI) system be installed in
each of Contractor's and its subcontractor(s)' vehicles used in the service. The
purpose of the AVI system is to monitor Contractor's activities and determine if
Contractor is operating on the required schedule. In the event a decision is
made to require installation, the Administration shall, at its cost and expense,
purchase, install and de-install the AVI system for the Airport. The Contractor
shall be responsible for installing transponders/tags in each vehicle at
Contractor's expense. Contractor shall complete such installation by a date set
by the Administration. The Contractor shall at its own cost and expense repair
and/or replace any transponders/tags damaged, destroyed or lost by Contractor,
its agents, servants, employees and subcontractors. Upon termination of the
Contract, Contractor shall return the transponders/tags to the Administration in
as good condition as upon installation, the usual wear and tear excepted.

                                  ARTICLE XXIII

                                   DEFINITIONS

     As use d herein, each of the following words and expressions shall have the
following meaning:

     1.   door-to-door service means shared-ride pick-up and delivery to and
          from an individual's home or other requested point and BWI Airport
          with pick-up and delivery of the individual limited to the curb (i.e.,
          drivers are not required to assist individual's from their door to the
          vehicle or vice versa, but are required to assist passengers together
          with their luggage into or out of the vehicle).

     2.   scheduled service means operating on a fixed schedule at designated
          time intervals (e.g. every 30, 60, or 120 minutes) upon ticket
          purchase from BWI Airport.

     3.   on demand service means a vehicle is dispatched upon request.

     4.   shared-ride means multiple parties travelling in one vehicle who are
          not necessarily travelling companions or destined to the same
          location. 


                                      -44-
<PAGE>   47


                                  ARTICLE XXIV

                               GENERAL PROVISIONS

     This Contract is subject to the attachment entitled "Lease and/or
Concession Agreements - General Provisions," which is attached hereto and is
made a part hereof. In the event of a conflict between the Special Provisions in
the Contract and the attachment entitled "Lease and/or Concession Agreements -
General Provisions," the Special Provisions shall govern.

                                   ARTICLE XXV

                              CONTINGENT APPROVALS

     It is agreed and understood by all parties hereto that the execution of
this Contract and its effectiveness is contingent upon approval by the Secretary
of Transportation and the Board of Public Works of Maryland and this Contract
shall be considered to bind the parties hereto in accordance with the
Constitution and laws of the State of Maryland and of the United States of
America.



                                      -45-
<PAGE>   48


                                                                                
     IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed as of the date first above written.


ATIEST:                                        SUPERSHUITLE, INC.


/s/ VALERIE GENE DAWSON                        BY: /s/ MARK L. JOSEPH    (SEAL)
----------------------------                       ---------------------------- 
                                                   Mark L. Joseph, President 
                                                            (TITLE)         
 
                                               FEDERAL I.D. NO. 52-1827429


WITNESS:                                       MARYLAND AVIATION ADMINISTRATION

/s/ DORIS W. SEIFERT                           BY: /s/ THEODORE E. MATHISON 
---------------------------                        -----------------------------
                                                   Theodore E. Mathison 
                                                    Acting Executive Director 
                                               


APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:


BY: /s/ JANICE G. SALZMAN
    -------------------------
    Janice G. Salzman
    Assistant Attorney General


CONTRACT NO. MAA-LC-95-020                               


                                      -46-
<PAGE>   49

                          BALTIMORE CITY SERVICE AREA

                                                                     Exhibit "A"
                                                                 MAA- LC -95-020

BALTIMORE CITY

EAST: BROADWAY TO NORTH AVENUE TO ST. PAUL STREET TO CHARLES STREET TO BALTIMORE
COUNTY LINE; NORTH: BALTIMORE COUNTY LINE; WEST: GREENSPRING AVENUE TO MONROE
STREET; AND SOUTH: I-95.


                            [GRAPHIC OMITTED - MAP]


<PAGE>   50


                             ANNAPOLIS SERVICE AREA
                                                                     Exhibit "B"
                                                                 MAA- LC -95-020


                            [GRAPHIC OMITTED - MAP]


ANNAPOLIS AREA

EAST TO RT 2 AND RT 50 TO BAY: NORTH TO DORSEY ROAD: WEST PRINCE GEORGE'S/HOWARD
COUNTY LINE; AND SOUTH TO CENTRAL AVENUE.


<PAGE>   51


                         BALTIMORE COUNTY SERVICE AREA

                                                                     Exhibit "C"
                                                                 MAA- LC -95-020


                            [GRAPHIC OMITTED - MAP]


BALTIMORE COUNTY

EAST: HARFORD ROAD & HARFORD COUNTY LINE; NORTH: PA BORDER; WEST: CARROLL
COUNTY/HOWARD COUNTY LINES; AND SOUTH: I-95.


<PAGE>   52


               MONTGOMERY & PRINCE GEORGE'S COUNTIES SERVICE AREA

                                                                     Exhibit "D"
                                                                  MAA- LC -95-20


                            [GRAPHIC OMITTED - MAP]


PRINCE GEORGE'S/MONTGOMERY COUNTIES

EAST TO ANNE ARUNDEL & HOWARD COUNTIES LINES: NORTH FROM RT 97 TO RT 355 TO RT
27 TO RT 118 TO RT 112; WEST POTOMAC RIVER; AND SOUTH TO CHARLES COUNTY LINE.


<PAGE>   53


                         WASHINGTON, D.C. SERVICE AREA


                                                                     Exhibit "E"
                                                                 MAA- LC -95-020


                            [GRAPHIC OMITTED - MAP]


WASHINGTON, D.C.

ALL WITHIN LIMITS, AS MARKED.


<PAGE>   54


                         [GRAPHIC OMITTED - FLOOR PLAN]

                  135 Sq. Ft. of air-conditioned office space


                                                     CENTER TERMINAL Lower Level

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

[GRAPHIC OMITTED]    NOTE: This exhibit depicts     [LOGO] BWI
   LOCATION          only square footage of                BALTIMORE/WASHINGTON
                     leased area and is                    INTERNATIONAL AIRPORT
                     not intended to address   
                     construction details                        EXHIBIT "F"
                                                               MAA- LC -95-020
                                                                 Office Space

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


<PAGE>   55


                                                                     Exhibit "E"
                                                                 MAA-LC; -95-020


                         [GRAPHIC OMITTED - FLOOR PLAN]

                  177 Sq. Ft. of air-conditioned counter space


                                                     CENTER TERMINAL Lower Level

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

[GRAPHIC OMITTED]    NOTE: This exhibit depicts     [LOGO] BWI
   LOCATION          only square footage of                BALTIMORE/WASHINGTON
                     leased area and is                    INTERNATIONAL AIRPORT
                     not intended to address   
                     construction details                     EXHIBIT "G"
                                                            MAA- LC -95-020
                                                      Ground Transportation Desk

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


<PAGE>   56


                                                                     Exhibit "E"
                                                                 MAA- LC -95-020


                     GROUND TRANSPORTATION ACTIVITY REPORT
                   Baltimore/Washington International Airport


Company Name ___________________________________________________________________

Contract No. _____________________________________ Report Month ________________


Complete Section I OR Section II as appropriate
--------------------------------------------------------------------------------

SECTION I - Complete for % of gross revenue computation

                                                          $                     
                                                           ---------------------
Total Gross Revenues
 (for operation at BWI)

Concession Rate                                                    X  %
                                                           ---------------------
Concession Fee
                                                           ---------------------
Less 1/12 minimum annual guarantee
                          (if any)
                                                           ---------------------

                        AMOUNT DUE                        $
                                                           =====================

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


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

SECTION II -- Complete for flat rate computation

________________ X _________________        =              
# Outbound Trips   Flat Fee per Trip                       ---------------------
                                                                                
Less 1/12 minimum annual guarantee                        
                          (if any)                         ---------------------


                        AMOUNT DUE                        $
                                                           =====================

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

I certify that this is a true and accurate statement of gross revenue in
accordance with the terms of the lease and concession agreement.

                       (   )
--------------------   -------------------     ------------------     ----------
    Signature                 Phone                  Title               Date


1.   Submit report in duplicate by 15th of month following report month.

2.   Make check payable and remit to:

                    Maryland State Aviation Administration
                    P.O. Box 8766
                    Baltimore/Washington Int'l Airport, MD 21240

                                                              SAA-15 [ILLEGIBLE]
                                                               8/83

<PAGE>   57


                                  INSTRUCTIONS

                               CONTRACT AFFIDAVIT


1.   Please complete aLl blank spaces on this Affidavit. If the document is
     received incomplete, it will be returned to your Company for proper
     execution.

2.   On Page 1, at the top left margin, please complete the State and County
     portion of the Affidavit using your Company's State and County location.

3.   Please note that the resident agent referred to in Section 2 must reside in
     the State of Maryland.

4.   Indicate "N/A" in any space which is "non-applicable" to your Company.

5.   If you have any questions or require any assistance concerning corporation
     registration (Section 2) when completing this Affidavit, please contact the
     Maryland Department of Assessments and Taxation, Charter Division at (410)
     225-1340, and if you have any other questions relating to this Contract
     Affidavit please call the Maryland State Aviation Administration at (410)
     859-7002.