<PAGE>   1
                                                                   EXHIBIT 10.19

                        PORT AUTHORITY PERMIT NO. AX-678

THIS PERMIT SHALL NOT BE BINDING UPON THE PORT AUTHORITY UNTIL DULY EXECUTED BY
AN EXECUTIVE OFFICER THEREOF, AND DELIVERED TO THE PERMITTEE BY AN AUTHORIZED
REPRESENTATIVE OF THE PORT AUTHORITY.

                  THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY
                             One World Trade Center
                            New York, New York 10048

           PRIVILEGED REPRESENTED GROUND TRANSPORTATION SERVICE PERMIT

The Port Authority of New York and New Jersey (herein called the "Port
Authority") hereby grants to the Permittee hereinafter named the hereinafter
described privilege at the Port Authority Facilities hereinafter named, in
accordance with the Terms and Conditions hereof; and the Permittee agrees to pay
the fee hereinafter specified and to perform all other obligations imposed upon
it in the said Terms and Conditions:

 1. FACILITIES:                    Newark International Airport, John F. Kennedy
                                   International Airport and LaGuardia Airport

 2. PERMITTEE:                     Shuttle Associates, LLC
                                   D.B.A. Super Shuttle New York
                                   a limited liability company of the State of
                                   New York

   PERMITTEE'S ADDRESS:            4610 South 35th Street
                                   Phoenix, Arizona 85040

 3. PERMITTEE'S
    REPRESENTATIVE:                R. Brian Wier, President

 4.  PRIVILEGE:                    As set forth in Special Endorsement No. 1

 5.  FEE:                          Two Hundred Seventy Two Dollars ($272) per
                                   seat, per vehicle, annually.

 6.  EFFECTIVE DATE:               May 1, 1998

 7.  EXPIRATION DATE:              February 29, 2000, unless sooner revoked or
                                   terminated as provided in Section 1 of the
                                   following Terms and Conditions.

 8.  ENDORSEMENTS:                3.1, 8.0, 9.1, 9.5, 9.6, 10.1, 12.1, 14.1,
                                  16.1, 17.1, 18.1, 19.1, 19.2, 19.3, 22, 23.1, 
                                  28 and SPECIAL


 SHUTTLE ASSOCIATES, LLC.                THE PORT AUTHORITY OF NY & NJ
 D.B.A SUPER SHUTTLE NEW YORK

 By: /s/ Illegible Signature             By:
   ------------------------------           ---------------------------------

 Title: President                        Title:
     ---------------------------              -------------------------------

 Dated: as of April 2, 1998
<PAGE>   2
                              TERMS AND CONDITIONS

1.       The permission granted by this Permit shall take effect upon the
         effective date hereinbefore set forth. Notwithstanding any other term 
         or condition hereof, it may be revoked without cause, upon thirty (30)
         days' written notice, by the Port Authority or terminated without 
         cause, upon thirty (30) days' written notice by the Permittee provided,
         however, that it may be revoked on twenty-four (24) hours' notice if
         the Permittee shall fail to keep, perform and observe each and every
         promise, agreement, condition, term and provision contained in this
         Permit, including but not limited to the obligation to pay fees. Unless
         sooner revoked or terminated, such permission shall expire in any event
         upon the expiration date set forth above. Revocation or termination
         shall not relieve the Permittee of any liabilities or obligations
         hereunder which shall have accrued on or prior to the effective date of
         revocation or termination.

2.       The rights granted hereby shall be exercised

         (a)      if the Permittee is a corporation, by the Permittee acting
                  only through the medium of its officers and employees,

         (b)      if the Permittee is an unincorporated association, or a
                  "Massachusetts" or business trust, by the Permittee acting 
                  only through the medium of its members, trustees, officers, 
                  and employees, or

         (c)      if the Permittee is a partnership, by the Permittee acting
                  only through the medium of its partners and employees, or

         (d)      if the Permittee is an individual, by the Permittee acting
                  only personally or through the medium of his employees;

         and the Permittee shall not, without the written approval of the Port
         Authority, exercise such rights through the medium of any other person,
         corporation or legal entity. The Permittee shall not assign or transfer
         this Permit or any of the rights granted hereby, or enter into any
         contract requiring or permitting the doing of anything hereunder by an
         independent contractor. In the event of the issuance of this Permit to
         more than one individual or other legal entity (or to any combination
         thereof), then and in that event each and every obligation or
         undertaking herein stated to be fulfilled or performed by the Permittee
         shall be the joint and several obligation of each such individual or
         other legal entity.

3.       This Permit does not constitute the Permittee the agent or
         representative of the Port Authority for any purpose whatsoever.
<PAGE>   3
4.       The operations of the Permittee, its employees, invitees and those
         doing business with it shall be conducted in an orderly and proper
         manner and so as not to annoy, disturb or be offensive to others at the
         Facility. The Permittee shall provide and its employees shall wear or
         carry badges or other suitable means of identification and the
         employees shall wear appropriate uniforms. The badges, means of
         identification and uniforms shall be subject to the written approval of
         the Manager of the Facility. The Port Authority shall have the right to
         object to the Permittee regarding the demeanor, conduct and appearance
         of the Permittee's employees, invitees and those doing business with
         it, whereupon the Permittee will take all steps necessary to remove the
         cause of the objection.

5.       In the use of the parkways, roads, streets, bridges, corridors,
         hallways, stairs and other common areas of the Facility as a means of
         ingress and egress to, from and about the Facility, and also in the use
         of portions of the Facility to which the general public is admitted,
         the Permittee shall conform (and shall require its employees, invitees
         and others doing business with it to conform) to the Rules and
         Regulations of the Port Authority which are now in effect or which may
         hereafter be adopted for the safe and efficient operation of the
         Facility.

         The Permittee, its employees, invitees and others doing business with
         it shall, except as provided pursuant to Special Endorsement No. 10 (b)
         of this Permit, have no right to park vehicles within any Facility
         hereunder, except in regular parking areas and upon payment of the
         regular charges therefor.


6.       (a)  The Permittee shall indemnify and hold harmless the Port
              Authority, its commissioners, officers, employees and
              representatives, from and against (and shall reimburse the Port
              Authority for the Port Authority's costs and expenses including
              legal expenses incurred in connection with the defense of) all
              claims and demands of third persons including but not limited to
              claims and demands for death or personal injuries, or for property
              damages, arising out of any default of the Permittee, its
              officers, employees, and persons who are doing business with it,
              in performing or observing any term or provision of this Permit,
              or out of any of the operations, acts or omissions of the
              Permittee, its officers, employees, and persons who are doing
              business with it, including claims and demands of the City of New
              York or the City of Newark against the Port Authority for
              indemnification arising by operation of law or through agreement
              of the Port Authority with either of the said Cities.

         (b)  If so directed, the Permittee shall at its own expense defend
              any suit based upon any such claim or demand (even if such claim
              or demand is groundless, false or fraudulent), and in handling
              such it shall not, without obtaining express advance permission
              from the General Counsel of the Port Authority, raise any defense
              involving in any way the jurisdiction of the tribunal, the
              immunity of the Port Authority, its Commissioners, officers,
              agents or employee, the governmental

                                       2
<PAGE>   4
              nature of the Port Authority, or the provisions of any statutes
              respecting suits against the Port Authority.

7.       The Permittee shall promptly repair or replace any property of the Port
         Authority damaged by the Permittee's operations hereunder. The
         Permittee shall not install any fixtures or make any alterations or
         improvements in or additions or repairs to any property of the Port
         Authority except with its prior written approval.

8.       Any property of the Permittee placed on or kept at the Facility by
         virtue of this Permit shall be removed on or before the expiration of
         the permission hereby granted or on or before the revocation or
         termination of the permission hereby granted, whichever shall be
         earlier. If the Permittee shall so fail to remove such property upon
         the expiration, termination, or revocation hereof, the Port Authority
         may at its option, as agent for the Permittee, remove such property to
         a public warehouse, or may retain the same in its own possession, and
         in either, event after the expiration of thirty (30) days may sell the
         same at public auction; the proceeds of any such sale shall be applied
         first to the expenses of removal, storage and sale, second to any sums
         owed by the Permittee to the Port Authority; any balance remaining
         shall be paid to the Permittee. Any excess of the total cost of
         removal, storage and sale over the proceeds of sale shall be paid by
         the Permittee to the Port Authority upon demand. Without limiting any
         other term or provision of this Permit the Permittee shall indemnify
         and hold harmless the Port Authority, its Commissioners, officers,
         agents, employees and contractors from all claims of third persons
         arising out of the Port Authority's removal and disposition of property
         pursuant to this Section, including claims for conversion, claims for
         loss or damage to property, claims for injury to persons (including
         death), and claims for any other damages, consequential or otherwise.


9.       The Permittee represents that it is the owner of or fully authorized to
         use or sell any and all services, processes, machines, articles, marks,
         names or slogans used or sold by it in its operations under or in any
         wise connected with this Permit. Without in any wise limiting its
         obligations under Section 6 hereof the Permittee agrees to indemnify
         and hold harmless the Port Authority, its Commissioners, officers,
         employees, agents and representatives of and from any loss, liability,
         expense, suit or claim for damages in connection with any actual or
         alleged infringement of any patent, trademark or copyright, or arising
         from any alleged or actual unfair competition or other similar claims
         arising out of the operations of the Permittee under or in any wise
         connected with this Permit.


10.      The Port Authority shall have the right at any time as often as it may
         consider it necessary to inspect the Permittee's machines and other
         equipment, any services being rendered, any merchandise being sold or
         held for sale by the Permittee, and any

                                        3
<PAGE>   5
         activities or operations of the Permittee hereunder. Upon request of
         the Port Authority, the Permittee shall operate or demonstrate any
         machines or equipment owned by or in the possession of the Permittee on
         the Facility or to be placed or brought on the Facility and shall
         demonstrate any process or other activity being carried on by the
         Permittee hereunder. Upon notification by the Port Authority of any
         deficiency in any machine or piece of equipment, the Permittee shall
         immediately make good the deficiency or withdraw the machine or piece
         of equipment from service, and provide a satisfactory substitute.


11.      No signs, posters or similar devices shall be erected, displayed or
         maintained by the Permittee in view of the general public without the
         written approval of the Manager of the Facility; and any not approved
         by him may be removed by the Port Authority at the expense of the
         Permittee.



12.      The Permittee's representative hereinbefore specified (or such
         substitute as the Permittee may hereafter designate in writing) shall
         have full authority to act for the Permittee in connection with this
         Permit, and to do any act or thing to be done hereunder, and to execute
         on behalf of the Permittee any amendments or supplements to this Permit
         or any extension thereof, and to give and receive notices hereunder.


13.      The term "Executive Director" as used herein shall mean the person or
         persons from time to time designated by the Port Authority to exercise
         the powers and functions vested in the Executive Director by this
         Permit; but until further notice from the Port Authority to the
         Permittee, it shall mean the Executive Director of the Port Authority
         for the time being, or his duly designated representative or
         representatives.


14.      A bill or statement may be rendered and any notice or communication
         which the Port Authority may desire to give the Permittee shall be
         deemed sufficiently rendered or given, if the same is in writing and
         sent by certified or registered mail addressed to the Permittee at the
         address specified on the first page hereof or at the address that the
         Permittee may have most recently substituted therefor by notice to the
         Port Authority, or left at such address, or delivered to the
         representative of the Permittee, and the time of rendition of such bill
         or statement and of the giving of such notice or communication shall be
         deemed to be the time when the same is mailed, left or delivered as
         herein provided. Any notice from the Permittee to the Port Authority
         shall be validly given if sent by registered mail addressed to the
         Executive Director of the Port Authority at One World Trade Center, New
         York, New York 10048, or at such other address as the Port Authority
         shall hereafter designate by notice to the Permittee.


                                        4
<PAGE>   6
15.      The Permittee agrees to be bound by and comply with the provisions of
         all endorsements annexed to the Permit at the time of issuance.

16.      Neither the Commissioners of the Port Authority nor any officer, agent
         or employee thereof, shall be charged personally by the Permittee with
         any liability, or held liable to it, under any term or provision of
         this Permit, or because of its execution or attempted execution, or
         because of any breach thereof.

17.      This Permit, including the attached endorsements and exhibits, if any,
         constitutes the entire agreement of the Port Authority and the
         Permittee on the subject matter hereof and may not be changed,
         modified, discharged or extended, except by written instrument duly
         executed on behalf of the Port Authority and the Permittee. The
         Permittee agrees that no representations or warranties shall be
         binding upon the Port Authority unless expressed in writing herein.


                                        5
<PAGE>   7
         A principal purpose of the Port Authority in granting the permission
under this Permit is to have available for passengers, travelers and other
users of the Port Authority Facility, all other members of the public, and
persons employed at the Facility, the merchandise and/or services which the
Permittee is permitted to sell and/or render hereunder, all for the better
accommodation, convenience and welfare of such individuals and in fulfillment of
the Port Authority's obligation to operate facilities for the use and benefit of
the public.

         The Permittee agrees that it will conduct a first class operation and
will furnish all fixtures, equipment, personnel (including licensed personnel as
necessary), supplies, materials and other facilities and replacements necessary
or proper therefor. The Permittee shall furnish all services hereunder on a
fair, equal and non-discriminatory basis to all users thereof.


STANDARD ENDORSEMENT NO. 3.1
ACCOMMODATION OF THE PUBLIC
All Facilities
8/21/49
<PAGE>   8
         If the Permittee should fail to pay any amount required under this
Permit when due to the Port Authority, including without limitation any payment
of any fixed or percentage fee or any payment of utility or other charges, or if
any such amount is found to be due as the result of an audit, then, in such
event, the Port Authority may impose (by statement, bill or otherwise) a late
charge with respect to each such unpaid amount for each late charge period
(hereinbelow described) during the entirety of which such amount remains unpaid,
each such late charge not to exceed an amount equal to eight-tenths of one
percent of such unpaid amount for each late charge period. There shall be
twenty-four late charge periods on a calendar year basis; each late charge
period shall be for a period of at least fifteen (15) calendar days except one
late charge period each calendar year may be for a period of less than fifteen
(but not less than thirteen) calendar days. Without limiting the generality of
the foregoing, late charge periods in the case of amounts found to have been
owing to the Port Authority as the result of Port Authority audit findings shall
consist of each late charge period following the date the unpaid amount should
have been paid under this Permit. Each late charge shall be payable immediately
upon demand made at any time therefor by the Port Authority. No acceptance by
the Port Authority of payment of any unpaid amount or of any unpaid late charge
amount shall be deemed a waiver of the right of the Port Authority to payment of
any late charge or late charges payable under the provisions of this Endorse-
ment with respect to such unpaid amount. Nothing in this Endorsement is intended
to, or shall be deemed to, affect, alter, modify or diminish in any way (i) any
rights of the Port Authority under this Permit, including without limitation the
Port Authority's rights set forth in Section 1 of the Terms and Conditions of
this Permit or (ii) any obligations of the Permittee under this Permit. In the
event that any late charge imposed pursuant to this Endorsement shall exceed a
legal maximum applicable to such late charge, then, in such event, each such
late charge payable under this Permit shall be payable instead at such legal
maximum.




STANDARD ENDORSEMENT NO. 8.0
LATE CHARGES
All Facilities
7/30/82
<PAGE>   9
         The Permittee shall

                  (a) Furnish good, prompt and efficient service hereunder,
         adequate to meet all demands therefor at the Airport;

                  (b) Furnish said service on a fair, equal and
         non-discriminatory basis to all users thereof; and

                  (c) Charge fair, reasonable and non-discriminatory prices for
         each unit of sale or service, provided that the Permittee may make
         reasonable and non-discriminatory discounts, rebates or other similar
         types of price reductions to volume purchasers.

         As used in the above subsections "service" shall include furnishing of
parts, materials and supplies (including sale thereof).

         The Port Authority has applied for and received a grant or grants of
money from the Administrator of the Federal Aviation Administration pursuant to
the Airport and Airways Development Act of 1970, as the same has been amended
and  supplemented, and under prior federal statutes which said Act superseded
and the Port Authority may in the future apply for and receive further such
grants. In connection therewith the Port Authority has undertaken and may in the
future undertake certain obligations respecting its operation of the Airport and
the activities of its contractors, lessees and permittees thereon. The
performance by the Permittee of the promises and obligations contained in this
Permit is therefore a special consideration and inducement to the issuance of
this Permit by the Port Authority, and the Permittee further agrees that if the
Administrator of the Federal Aviation Administration or any other governmental
officer or body having jurisdiction over the enforcement of the obligations of
the Port Authority in connection with Federal Airport Aid, shall make any
orders, recommendations or suggestions respecting the performance by the
Permittee of its obligations under this Permit, the Permittee will promptly
comply therewith at the time or times, when and to the extent that the Port
Authority may direct.


STANDARD ENDORSEMENT NO. 9.1

FEDERAL AIRPORT AID

Airports

1/19/81
<PAGE>   10
         (a) Without limiting the generality of any Of the provisions of this
Permit, the Permittee, for itself, its successors in interest and assigns, as a
part of the consideration hereof, does hereby agree that (1) no person on the
grounds of race, creed, color, national origin or sex shall be excluded from
participation in, denied the benefits of, or be otherwise subject to
discrimination in the use of any Space and the exercise of any privileges under
this Permit, (2) that in the construction of any improvements on, over, or under
any Space under this Permit and the furnishing of services thereon by it, no
person on the grounds of race, creed, color, national origin or sex shall be
excluded from participation in, denied the benefits of, or otherwise be subject
to discrimination, (3) that the Permittee shall use any Space and exercise any
privileges under this Permit in compliance with all other requirements imposed
by or pursuant to Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as
said Regulations may be amended, and any other present or future laws, rules,
regulations, orders or directions of the United States of America with respect
thereto which from time to time may be applicable to the Permittee's operations
thereat, whether by reason of agreement between the Port Authority and the
United States Government or otherwise.

         (b) The Permittee shall include the provisions of paragraph (a) of this
Endorsement in every agreement or concession it may make pursuant to which any
person or persons, other than the Permittee, operates any facility at the
Airport providing services to the public and shall also include therein a
provision granting the Port Authority a right to take such action as the United
States may direct to enforce such provisions.

         (c) The Permittee's noncompliance with the provisions of this
Endorsement shall constitute a material breach of this Permit. In the event of
the breach by the Permittee of any of the above non-discrimination provisions,
the Port Authority



STANDARD ENDORSEMENT NO. 9.5           (Page 1)
NON-DISCRIMINATION
AIRPORTS
5/19/80
<PAGE>   11
may take any appropriate action to enforce compliance or by giving twenty-four
(24) hours' notice, may revoke this Permit and the permission hereunder; or may
pursue such other remedies as may be provided by law; and as to any or all of
the foregoing, the Port Authority may take such action as the United States may
direct.

         (d) The Permittee shall indemnify and hold harmless the Port Authority
from any claims and demands of third persons including the United States of
America resulting from the Permittee's noncompliance with any of the provisions
of this Endorsement and the Permittee shall reimburse the Port Authority for any
loss or expense incurred by reason of such noncompliance.

         (e) Nothing contained in this Endorsement shall grant or shall be
deemed to grant to the Permittee the right to transfer or assign this Permit, to
make any agreement or concession of the type mentioned in paragraph (b) hereof,
or any right to perform any construction on any Space under the Permit.


STANDARD ENDORSEMENT No. 9.5      (Page 2)
NON-DISCRIMINATION
AIRPORTS
5/19/80
<PAGE>   12
         The Permittee assures that it will undertake an affirmative action
program as required by 14 CFR Part 152, Subpart E, to insure that no person
shall on the grounds of race, creed, color, national origin, or sex be excluded
from participating in any employment activities covered in 14 CFR Part 152,
Subpart E. The Permittee assures that no person shall be excluded on these
grounds from participating in or receiving the services or benefits of any
program or activity covered by this subpart. The Permittee assures that it will
require that its covered suborganizations provide assurances to the Permittee
that they similarly will undertake affirmative action programs and that they
will require assurances from their suborganizations, as required by 14 CFR Part
152, Subpart E, to the same effect.



STANDARD ENDORSEMENT NO. 9.6
AIRPORTS
AFFIRMATIVE ACTION
<PAGE>   13
         The Permittee shall daily remove from the Airport by means of
facilities provided by it all garbage, debris and other waste material arising
out of or in connection with its operations hereunder.


STANDARD ENDORSEMENT NO. 10.1
GARBAGE
AIRPORTS
7/12/49
<PAGE>   14
         The Permittee shall refrain from entering into continuing contracts or
arrangements with third parties for furnishing services covered hereunder when
such contracts or arrangements will have the effect of utilizing to an
unreasonable extent the Permittee's capacity for rendering such services. A
reasonable amount of capacity shall be reserved by the Permittee for the purpose
of rendering services hereunder to those who are not parties to continuing
contracts with the Permittee.

         The Permittee shall not enter into any agreement or understanding,
express or implied, binding or nonbinding, with any other person who may furnish
services at the Airport similar to those furnished hereunder which will have the
effect of (a) fixing rates and charges to be paid by users of the services; (b)
lessening or preventing competition between the Permittee and such other
furnishers of services; or (c) tending to create a monopoly on the Airport in
connection with the furnishing of such services.


STANDARD ENDORSEMENT NO. 12.1
CAPACITY & COMPETITION
Airports
7/21/49
<PAGE>   15
         Except as specifically provided herein to the contrary, the Permittee
shall not, by virtue of the issue and acceptance of this Permit, be released or
discharged from any liabilities or obligations whatsoever under any other Port
Authority permits or agreements including but not limited to any permits to
make alterations.

         In the event that any space or location covered by this Permit is the
same as is or has been covered by another Port Authority permit or other
agreement with the Permittee, then any liabilities or obligations which by the
terms of such permit or agreement, or permits thereunder to make alterations,
mature at the expiration or revocation or termination of said permit or
agreement, shall be deemed to survive and to mature at the expiration
or sooner termination or revocation of this Permit, insofar as such liabilities
or obligations require the removal of property from and/or the restoration of
the space or location.


STANDARD ENDORSEMENT NO. 14.1
DUTIES UNDER OTHER AGREEMENTS
All Facilities
7/21/49
<PAGE>   16
         The Permittee shall observe and obey (and compel its officers,
employees, guests, invitees, and those doing business with it, to observe and
obey) the rules and regulations of the Port Authority now in effect, and such
further reasonable rules and regulations which may from time to time during the
effective period of this Permit, be promulgated by the Port Authority for
reasons of safety, health, preservation of property or maintenance of a good and
orderly appearance of the Airport including any Space covered by this Permit, or
for the safe and efficient operation of the Airport including any space covered
by this Permit. The Port Authority agrees that, except in cases of emergency, it
shall give notice to the Permittee of every rule and regulation hereafter
adopted by it at least five days before the Permittee shall be required to
comply therewith.

         The Permittee shall provide and its employees shall wear or carry
badges or other suitable means of identification. The badges or means of
identification shall be subject to the written approval of the Airport Manager.


STANDARD ENDORSEMENT NO. 16.1
RULES & REGULATIONS COMPLIANCE
Airports
6/29/62
<PAGE>   17
         The Permittee shall procure all licenses, certificates, permits or
other authorization from all governmental authorities, if any, having
jurisdiction over the Permittee's operations at the Facility which may be
necessary for the Permittee's operations thereat.

         The Permittee shall pay all taxes, license, certification, permit and
examination fees and excises which may be assessed, levied, exacted or imposed
on its property or operation hereunder or on the gross receipts or income
therefrom, and shall make all applications, reports and returns required in
connection therewith.

         The Permittee shall promptly observe, comply with and execute the
provisions of any and all present and future governmental laws, rules,
regulations, requirements, orders and directions which may pertain or apply to
the Permittee's operations at the Facility.

         The Permittee's obligations to comply with governmental requirements
are provided herein for the purpose of assuring proper safeguards for the
protection of persons and property at the Facility and are not to be construed
as a submission by the Port Authority to the application to itself of such
requirements or any of them.



STANDARD ENDORSEMENT NO. 17.1

LAW COMPLIANCE

All Facilities

8/29/49
<PAGE>   18
         Neither the Commissioners of the Port Authority nor any of them, nor
any officer, agent or employee thereof shall be charged personally by the
Permittee with any liability, or held liable to it, under any term or provision
of this Permit, or because of its execution or attempted execution, or because
of any breach thereof.








STANDARD ENDORSEMENT NO. 18.1
NO PERSONAL LIABILITY
All Facilities
6/1/50
<PAGE>   19
         Notwithstanding any other provision of this Permit, the permission
hereby granted shall in any event terminate with the expiration or termination
of the lease of La Guardia Airport from the City of New York to the Port
Authority under the agreement between the City and the Port Authority dated
April 17, 1947, as the same from time to time may have been or may be
supplemented or amended. Said agreement dated April 17, 1947 has been recorded
in the Office of the Register of The City of New York, County of Queens, on May
22, 1947, in Liber 5402 of Conveyances, at pages 319 et seq. No greater rights
or privileges are hereby granted to the Permittee than the Port Authority has
power to grant under said agreement as supplemented or amended as aforesaid.

         "La Guardia Airport" or "Airport" shall mean the land and premises in
The City of New York, in the County of Queens and State of New York, which are
shown in green upon the exhibit attached to said agreement between the City and
the Port Authority and marked "Map I", and lands contiguous thereto which may
have been heretofore or may hereafter be acquired by the Port Authority to use
for air terminal purposes.

         The Port Authority has agreed by a provision in its agreement of lease
with the City covering the Airport to conform to the enactments, ordinances,
resolutions and regulations of the City and of its various departments, boards
and bureaus in regard to the construction and maintenance of buildings and
structures and in regard to health and fire protection, to the extent that the
Port Authority finds it practicable so to do. The Permittee shall, within
forty-eight (48) hours after its receipt of any notice of violation, warning
notice, summons, or other legal process for the enforcement of any such
enactment, ordinance, resolution or regulation, deliver the same to the Port
Authority for examination and determination of the applicability of the
agreement of lease provision thereto. Unless otherwise directed in writing by
the Port Authority, the Permittee shall conform to such enactments, ordinances,
resolutions and regulations insofar as they relate to the operations of the
Permittee at the Airport. In the event of compliance with any such enactment,
ordinance, resolution or regulation on the part of the Permittee, acting in good
faith, commenced after such delivery to the Port Authority but prior to the
receipt by the Permittee of a written direction from the Port Authority, such
compliance shall not constitute a breach of this Permit, although the Port
Authority thereafter notifies the Permittee to refrain from such compliance.
Nothing herein contained shall release or discharge the Permittee from
compliance with any other provision hereof respecting governmental requirements.


ENDORSEMENT NO. 19.1
La Guardia Airport
5/19/49
<PAGE>   20
         Notwithstanding any other provisions of this Permit, the permission
hereby granted shall in any event terminate with the expiration or termination
of the lease of John F. Kennedy International Airport from The City of New York
to the Port Authority under the agreement between the City and the Port
Authority dated April 17, 1947, as the same from time to time may have been or
may be supplemented or amended. Said agreement dated April 17, 1947 has been
recorded in the Office of the Register of The City of New York, County of
Queens, on May 22, 1947, in Liber 5402 of Conveyances, at pages 319 et seq. No
greater rights or privileges are hereby granted to the Permittee than the Port
Authority has power to grant under said agreement as supplemented or amended as
aforesaid.

         "John F. Kennedy International Airport" or "Airport" shall mean the
land and premises in The City of New York, in the County of Queens and State of
New York, which are shown in green upon the exhibit attached to said agreement
between the City and the Port Authority and marked "Map II", and lands
contiguous thereto which may have been heretofore or may hereafter be acquired
by the Port Authority to use for air terminal purposes.

         The Port Authority has agreed by a provision in its agreement of lease
with the City covering the Airport to conform to the enactments, ordinances,
resolutions and regulations of the City and of its various departments, boards
and bureaus in regard to the construction and maintenance of buildings and
structures and in regard to health and fire protection, to the extent that
the Port Authority finds it practicable so to do. The Permittee shall, within
forty-eight (48) hours after its receipt of any notice of violation, warning
notice, summons, or other legal process for the enforcement of any such
enactment, ordinance, resolution or regulation, deliver the same to the Port
Authority for examination and determination of the applicability of the
agreement of lease provision thereto. Unless otherwise directed in writing by
the Port Authority, the Permittee shall conform to such enactments, ordinances,
resolutions and regulations insofar as they relate to the operations of the
Permittee at the Airport. In the event of compliance with any such enactment,
ordinance, resolution or regulation on the part of the Permittee, acting in good
faith, commenced after such delivery to the Port Authority but prior to the
receipt by the Permittee of a written direction from the Port Authority, such
compliance shall not constitute a breach of this Permit, although the Port
Authority thereafter notifies the Permittee to refrain from such compliance.
Nothing herein contained shall release or discharge the Permittee from
compliance with any other provision hereof respecting governmental requirements.


ENDORSEMENT NO. 19.2
JFKIA
1/16/64
<PAGE>   21
         Notwithstanding any other provision of this Permit, the permission
hereby granted shall in any event terminate with the expiration or termination
of the lease of Newark International Airport from The City of Newark to the
Port Authority under the agreement between the City and the Port Authority dated
October 22, 1947, as the same from time to time may have been or may be
supplemented or amended. Said agreement dated October 22, 1947 has been recorded
in the Office of the Register of Deeds for the County of Essex on October 30,
1947 in Book E-110 of Deeds at pages 242, et seq. No greater rights or
privileges are hereby granted to the Permittee than the Port Authority has power
to grant under said agreement as supplemented or amended as aforesaid.

         "Newark International Airport" or "Airport" shall mean the land and
premises in the County of Essex and State of New Jersey, which are westerly of
the right of way of the Central Railroad of New Jersey and are shown upon the
exhibit attached to the said agreement between the City and the Port Authority
and marked "Exhibit 'A'", as contained within the limits of a line of crosses
appearing on said exhibit and designated "Boundary of terminal area in City of
Newark", and lands contiguous thereto which may have been heretofore or may
hereafter be acquired by the Port Authority to use for air terminal purposes.

         The Port Authority has agreed by a provision in its agreement of lease
with the City covering the Airport to conform to the enactments, ordinances,
resolutions and regulations of the City and of its various departments, boards
and bureaus in regard to the construction and maintenance of buildings and
structures and in regard to health and fire protection, to the extent that the
Port Authority finds it practicable so to do. The Permittee shall, within
forty-eight (48) hours after its receipt of any notice of violation, warning
notice, summons, or other legal process for the enforcement of any such
enactment, ordinance, resolution or regulation, deliver the same to the Port
Authority for examination and determination of the applicability of the
agreement of lease provision thereto. Unless otherwise directed in writing by
the Port Authority, the Permittee shall conform to such enactments, ordinances,
resolutions and regulations insofar as they relate to the operations of the
Permittee at the Airport. In the event of compliance with any such enactment,
ordinance, resolution or regulation on the part of the Permittee, acting in good
faith, commenced after such delivery to the Port Authority but prior to the
receipt by the Permittee of a written direction from the Port Authority, such
compliance shall not constitute a breach of this Permit, although the Port
Authority thereafter notifies the Permittee to refrain from such compliance.
Nothing herein contained shall release or discharge the Permittee from
compliance with any other provision hereof respecting governmental
requirements.


STANDARD ENDORSEMENT NO. 19.3
PARTICULAR FACILITY
Newark International Airport
3/15/74
<PAGE>   22
         The Permittee shall promptly observe, comply with and execute the
provisions of any and all present and future rules and regulations,
requirements, orders and directions of the New York Board of Fire Underwriters
and the New York Fire Insurance Exchange, or if the Permittee's operations
hereunder are in New Jersey, the National Board of Fire Underwriters and The
Fire Insurance Rating Organization of N.J., and any other body or organization
exercising similar functions which may pertain or apply to the Permittee's
operations hereunder. If by reason of the Permittee's failure to comply with the
provisions of this Endorsement, any fire insurance, extended coverage or rental
insurance rate on the Airport or any part thereof or upon the contents of any
building thereon shall at any time be higher than it otherwise would be, then
the Permittee shall on demand pay the Port Authority that part of all fire
insurance premiums paid or payable by the Port Authority which shall have been
charged because of such violation by the Permittee.

         The Permittee shall not do or permit to be done any act which

         (a)      will invalidate or be in conflict with any fire insurance
                  policies covering the Airport or any part thereof or upon the
                  contents of any building thereon, or

         (b)      will increase the rate of any fire insurance, extended
                  coverage or rental insurance on the Airport or any part
                  thereof or upon the contents of any building thereon, or

         (c)      in the opinion of the Port Authority will constitute a
                  hazardous condition, so as to increase the risks normally
                  attendant upon the operations contemplated by this Permit, or

         (d)      may cause or produce upon the Airport any unusual, noxious or
                  objectionable smokes, gases, vapors or odors, or

         (e)      may interfere with the effectiveness or accessibility of the
                  drainage and sewerage system, fire-protection system,
                  sprinkler system, alarm system, fire hydrants and hoses, if
                  any, installed or located or to be installed or located in or
                  on the Airport, or

         (f)      shall constitute a nuisance in or on the Airport or which may
                  result in the creation, commission or maintenance of a
                  nuisance in or on the Airport.

         For the purpose of this Endorsement, "Airport" includes all structures
located thereon.

STANDARD ENDORSEMENT NO. 22
PROHIBITED ACTS
Airports
7/13/49
<PAGE>   23
Upon the execution of this Permit by the Permittee and delivery thereof to the
Port Authority, the Permittee shall deposit with the Port Authority (and shall
keep deposited throughout the effective period of the permission under this
Permit) the sum of Twenty-Five Thousand Dollars and Zero Cents ($25,000) either
in cash, or bonds of the United States of America, or of the State of New
Jersey, or of the State of New York, or of the Port Authority of New York and
New Jersey, having a market value of that amount, as security for the full,
faithful and prompt performance of and compliance with, on the part of the
Permittee, all of the terms, provisions, covenants and conditions of this Permit
on its part to be fulfilled, kept, performed or observed. Bonds qualifying for
deposit hereunder shall be in bearer form but if bonds of that issue were
offered only in registered form, then the Permittee may deposit such bonds or
bonds in registered form, provided, however, that the Port Authority shall be
under no obligation to accept such deposit of a bond in registered form unless
such bond has been re-registered in the name of the Port Authority (the expense
of such re-registration to be borne by the Permittee ) in a manner satisfactory
to the Port Authority. The Permittee may request the Port Authority to accept a
registered bond in the Permittee's name and if acceptable to the Port Authority
the Permittee shall deposit such bond together with an irrevocable bond power
(and such other instruments or other documents as the Port Authority may
require) in form and substance satisfactory to the Port Authority. In the event
the deposit is returned to the Permittee any expenses incurred by the Port
Authority in re-registering a bond to the name of the Permittee shall be borne
by the Permittee. In addition to any and all other remedies available to it, the
Port Authority shall have the right, at its option, at any time and from time to
time, with or without notice, to use the deposit or any part thereof in whole or
partial satisfaction of any of its claims or demands against the Permittee.
There shall be no obligation on the Port Authority to exercise such right and
neither the existence of such right nor the holding of the deposit itself shall
cure any default or breach of this Agreement on the part of the Permittee. With
respect to any bonds deposited by the Permittee, the Port Authority shall have
the right, in order to satisfy any of its claims or demands against the
Permittee, to sell the same in whole or in part, at any time, and from time to
time, with or without prior notice at public or private sale, all as determined
by the Port Authority, together with the right to purchase the same at such sale
free of all claims, equities or rights of redemption of the Permittee. The
Permittee hereby waives all right to participate therein and all right to prior
notice or demand of the amount or amounts of the claims or demands of the Port
Authority against the Permittee. The proceeds of every such sale shall be
applied by the Port Authority first to the costs and expenses of the sale
(including but not limited to advertising or commission expenses) and then to
the amounts due the Port Authority from the Permittee. Any balance remaining
shall be retained in cash toward bringing the deposit to the sum specified
above. In the event that the Port Authority shall at any time or times so use
the deposit, or any part thereof, or if bonds shall have been


Standard Endorsement no. 23.1 (Page 1)
Security Deposit
All Facilities            SHUTTLE ASSOCIATES, LLC D.B.A. SUPER SHUTTLE NEW YORK
6/12/87                   Federal Tax Identification No. 06-1481042
<PAGE>   24
deposited, or any part thereof, or if bonds shall have been deposited and the
market value thereof shall have declined below the above-mentioned amount, the
Permittee shall, on demand of the Port Authority and within two (2) days
thereafter, deposit with the Port Authority additional cash or bonds so as to
maintain the deposit at all times to the full amount above stated, and such
additional deposits shall be subject to all the conditions of this Standard
Endorsement. After the expiration or earlier revocation or termination of the
effective period of the permission under this Permit, and upon condition that
the Permittee shall then be in no wise in default under any part of this Permit,
and upon written request therefor by the Permittee, the Port Authority will
return the deposit to the Permittee less the amount of any and all unpaid claims
and demands (including estimated damages) of the Port Authority by reason of any
default or breach by the Permittee of this Permit or any part thereof. The
Permittee agrees that it will not assign or encumber the deposit. The Permittee
may collect or receive any interest or income earned on bonds and interest paid
on cash deposited in interest-bearing bank accounts, less any part thereof or
amount which the Port Authority is or may hereafter be entitled or authorized by
law to retain or to charge in connection therewith, whether as or in lieu of any
administrative expense, or custodial charge, or otherwise; provided, however,
that the Port Authority shall not be obligated by this provision to place or to
keep cash deposited hereunder in interest-bearing bank accounts.


Standard Endorsement no. 23.1 (Page 2)
Security Deposit
All Facilities
6/12/87
<PAGE>   25
     If any type of strike or other labor activity is directed against the
Permittee at the Facility or against any operations pursuant to this Permit
resulting in picketing or boycott for a period of at least forty-eight (48)
hours which, in the opinion of the Port Authority, adversely affects or is
likely adversely to affect the operation of the Facility or the operations of
other permittees, lessees or licensees thereat, whether or not the same is due
to the fault of the Permittee, and whether caused by the employees of the
Permittee or by others, the Port Authority may at any time during the
continuance thereof, by twenty-four (24) hours' notice, revoke this Permit
effective at the time specified in the notice. Revocation shall not relieve the
Permittee of any liabilities or obligations hereunder which shall have accrued
on or prior to the effective date of revocation.





STANDARD ENDORSEMENT NO. 28
DISTURBANCES
All Facilities
6/20/51
<PAGE>   26
                                                PORT AUTHORITY PERMIT NO. AX-678

                              SPECIAL ENDORSEMENTS

1.  (a)  The Permittee is hereby granted the nonexclusive privilege of using
         the routes, roads and ways of the Airports (as said term is defined in
         paragraph (b) of Special Endorsement No. 12 hereof) as may from time to
         time be designated by the Port Authority for the purpose of conducting
         the Permittee's business at the Airports as described in paragraphs (b)
         and (c) of this Special Endorsement No. 1.

    (b)   (i)     The Permittee is hereby granted the privilege to provide, and
                  the Permittee hereby agrees to conduct the business of
                  providing, a ground transportation service by chauffeured
                  motor vehicle using only vehicles having a capacity of seven
                  passengers or more, including the driver, which bear proper
                  Port Authority issued vehicle stickers, as further provided in
                  Special Endorsement No. 15 below, for all persons (and their
                  baggage) desiring transportation by the Permittee to and from:

                  Newark International Airport, John F. Kennedy International
                  Airport or LaGuardia Airport on one hand and points and
                  communities in Manhattan between 23rd Street and 96th Street
                  from the East River to the Hudson River on the other hand,

                  on the basis of a separate charge to each passenger using the
                  same (the "Privileged Represented Service"). No portion of
                  this subparagraph shall affect or limit the requirements of
                  Standard Endorsement No. 17.1 and Special Endorsement No. 7 of
                  the Permit.

         (ii)     The Permittee is hereby granted the privilege to provide, and
                  the Permittee hereby agrees to conduct the business of
                  providing, a ground transportation service by chauffeured
                  motor vehicle using only vehicles having a capacity of seven
                  (7) passengers or more, including the driver, which bear
                  proper Port Authority issued vehicle stickers, as further
                  provided in Special Endorsement No. 15 below, for all persons
                  (and their baggage) desiring transportation by the Permittee
                  to and from all other points in the metropolitan area which
                  the Permittee notifies the Port Authority it desires to serve
                  pursuant to subparagraph (b)(iii) below and except as provided
                  in a notice from the Port Authority pursuant to subparagraph
                  (b)(iii) below, on the basis of a separate charge to each
                  passenger using the same (the "Represented service"), with the
                  exception of such points and communities as may be specified
                  from time to time in a notice to the Permittee from the Port
                  Authority. On the date hereof such excluded points and
                  communities are:

                  (1)      The Counties of Fairfield, New Haven and Hartford in
                           the State of Connecticut;


                                        1
<PAGE>   27
                                                PORT AUTHORITY PERMIT NO. AX-678

                  (2)      The vicinity of the New Jersey Turnpike-Route 1
                           corridor from East Brunswick south to Princeton, New
                           Jersey (service to and from LaGuardia Airport and
                           such points and communities set forth in this item 2
                           is not excluded under this Permit); or

                  (3)      Yardley, Pennsylvania (service to and from LaGuardia
                           Airport and such point set forth in this item 3 is
                           not excluded under this Permit).

                  (4)      Nassau and Suffolk Counties (service to and from
                           Newark International Airport and such points and
                           communities set forth in this item 4 is not excluded
                           under this Permit).

                  No portion of this subparagraph shall affect or limit the
                  requirement of Standard Endorsement No. 17.1 and Special
                  Endorsement No. 7 of this Permit.

         (iii)    The Privileged Represented Service and the Represented Service
                  set forth in this paragraph (b), are sometimes in this Permit
                  collectively called the "Shared Ride Service". The Permittee
                  shall give notice to the Port Authority and keep the Port
                  Authority advised at all times in writing of the points and
                  communities with respect to which it operates the Shared-Ride
                  Service, the schedules and fares to be maintained by the
                  Permittee with respect to all or any part of the Shared Ride
                  Service and the schedules required to be maintained by the
                  Permittee with respect to the Shared Ride Service by any
                  regulatory agency whose franchise or license, together with
                  this Permit, authorizes the operation of the Shared Ride
                  Service hereunder. Such written notice of changes in points
                  and communities served, schedules and fares shall be given to
                  the Port Authority at least ten (10) working days in advance
                  of the planned changes. The Permittee shall give to the Port
                  Authority such further written information with respect to the
                  schedules or other aspects of the Shared Ride Service as the
                  Port Authority may from time to time and at any time request.
                  Changes in points and communities served, schedules and fares
                  shall go in effect as requested by the Permittee, except as
                  otherwise provided in a notice to the Permittee from the Port
                  Authority. The Permittee hereby acknowledges that its
                  application for a permit is based on its desire and intention
                  to provide regular service for airline passengers between the
                  Airports and the points and communities as set forth above,
                  and not for the ancillary opportunity to engage in the
                  Additional Service, as such term is defined below, at the
                  Airports. The foregoing acknowledgment by the Permittee is a
                  special inducement and consideration to the Port Authority in
                  entering into this Permit with the Permittee.

         (iv)     The Permittee shall not carry persons or baggage whose origin
                  and destination are each at one of the Airports except with
                  the prior written consent of the Port Authority.

(c)      (i)      The Permittee shall operate the Privileged Represented Service
                  on the schedule as submitted in its response to the Request
                  For Proposal issued by the Port

                                        2
<PAGE>   28
                                                PORT AUTHORITY PERMIT NO. AX-678

                           Authority dated August 1996 which in any event shall
                           include service during all hours of flight activity
                           sufficient to meet passenger demand and shall be at a
                           minimum of at least one arrival and one departure
                           from each Airport hereunder every two (2) hours,
                           every day during the day, during the hours from 7:00
                           am to midnight, seven days a week, except as is
                           otherwise authorized by the Port Authority in
                           writing.

                  (ii)     The Permittee shall operate the Represented Service
                           during all hours of flight activity sufficient to
                           meet passenger demand and shall be at a minimum of at
                           least one arrival and one departure from each Airport
                           hereunder every two (2) hours, every day during the
                           day, during the hours from 7:00 am to midnight seven
                           days a week except as is otherwise authorized by the
                           Port Authority in writing.

         (d)      The Permittee is hereby granted the additional nonexclusive
                  privilege to provide a chauffered motor vehicle service (the
                  "Additional Service") to, at and from the Airports to persons
                  who desire the same using only vehicles having a capacity of
                  seven passengers or more, including the driver, which bear
                  proper Port Authority issued vehicle stickers as further
                  provided in Special Endorsement No. 15 below. The Additional
                  Service shall mean the service by the Permittee of providing
                  an entire vehicle and its driver to one customer, on the basis
                  of a per vehicle charge and where the service is not "Charter
                  Bus Service", as such term is defined below. It is hereby
                  expressly understood and agreed that the privilege granted
                  under this Permit to provide the Additional Service shall not
                  include providing said service to a customer who is an
                  Aircraft Operator and the Permittee hereby expressly agrees
                  that it shall not provide the Shared Ride Service or the
                  Additional Service to an Aircraft Operator, or to the
                  passengers of an Aircraft Operator when such service is
                  arranged by the Aircraft Operator or its employees, unless the
                  Permittee has a separate permit or permits issued by the Port
                  Authority authorizing such service. In no event shall the
                  Permittee indirectly or directly utilize its personnel (except
                  as specifically authorized in writing by the Port Authority)
                  or facilities at the Airports to carry on or conduct any
                  business operation or service at the Airports other than as
                  specifically set forth herein.

         (e)      The term "Aircraft Operator" as used in this Permit shall mean
                  (i) a person, as such term is defined below, owning one or
                  more aircraft which are not leased or chartered to any other
                  Person for operation, and (ii) a Person owning one or more
                  aircraft which are leased or chartered for operation, whether
                  the aircraft so owned, leased or chartered are military or
                  non-military, or are used for private business, pleasure or
                  governmental business, or for carrier or non-carrier
                  operations, or for scheduled or nonscheduled operations or
                  otherwise. Said phrase shall not mean the pilot of an aircraft
                  unless he is also the owner or lessee thereof or a Person, as
                  such term is defined below, to whom it is chartered.

         (f)      The term "Person" as used in this Permit shall mean not only a
                  natural person, corporation or other legal entity, but also
                  two or more natural Persons, corporations or other legal
                  entities acting jointly as a firm, partnership, unincorporated
                  association, consortium joint adventurers or otherwise.

                                       3



<PAGE>   29
                                                PORT AUTHORITY PERMIT NO. AX-678


      (g)   To qualify for the "Charter Bus Service" exclusion, the service of
            the Permittee must meet all of the requirements set forth in the
            definition of "Charter Bus Service." The term "Charter Bus Service"
            as used in this Permit shall mean the service of the Permittee of
            (i) providing a bus to a corporation or other commercial, religious
            or eleemosynary entity for the ground transportation of Persons to
            or from the Airports, but not between any Airports operated by the
            Port Authority; (ii) where the bus used by the Permittee therefor
            has a seating capacity of at least twenty-five (25) passengers
            including the driver; (iii) where the customer pays for the service
            on the basis of the number of bus trips, mileage, time or some other
            basis but not on the basis of the number of passengers carried; and
            (iv) where the payment is made on the basis of accounts receivable
            and payable and not on a cash basis. The foregoing deletion of the
            Charter Bus Service from the Additional Service shall not create or
            be deemed to create as to the Permittee or any third party a
            precedent or a waiver by the Port Authority of its right to include
            charter bus service as part of the Additional Service or as part of
            the privilege under any other permit which may be issued by the Port
            Authority in the future. Accordingly, the Port Authority shall have
            the right at any time in its sole and absolute discretion on sixty
            (60) days' written notice to the Permittee to delete the provisions
            of this paragraph (g), and from and after the effective date of such
            notice, vehicles used to provide the Charter Bus Service shall be
            subject to the requirements of this Permit with respect to the
            Additional Service including without limitation the payment of fees.
            The Port Authority agrees that it shall not give such notice unless
            at the same time the Port Authority serves similar notices on all
            Persons who have permits with the Port Authority at the Airport
            granting them the privilege of providing the Additional Service.

      (h)   The Permittee acknowledges and agrees that Persons may at any time
            during the effective period of this Permit receive a permit or
            permits from the Port Authority granting the privilege of carrying
            employees or passengers of an Aircraft Operator to and from an
            Airport, the reservation or arrangement for such having been made by
            or through the Aircraft Operator or its employees or agents.

      (i)   It is further understood and agreed that notwithstanding the
            definition of the Shared Ride Service or the Additional Service as
            hereinbefore set forth, the Permittee shall not provide said service
            to and from points within the Central Terminal area of the Airports
            (said Central Terminal Area being the areas where the airline
            passenger terminal facilities are located).

      (j)   The Permittee shall have no right hereunder to carry on or conduct
            any business operation or service at the Airports other than as
            specifically set forth herein. The Permittee shall not solicit
            business on the public areas of the Airports and the use, at any
            time, of hand or standard megaphones, loudspeakers or any electric,
            electronic or other amplifying devices or the distribution of
            written materials, except as otherwise authorized by the Port
            Authority, in writing, is hereby expressly prohibited.






                                       4
<PAGE>   30
                                                PORT AUTHORITY PERMIT NO. AX-678


   2. (a)         The Permittee shall pay a fee hereunder of Twenty-two Dollars
                  and Sixty-five Cents ($22.65) per calendar month, per seat
                  (including the driver's seat) in each vehicle (i) operated by
                  the Permittee hereunder to provide either the Shared Ride
                  Service or the Additional Service at any time during the
                  calendar month or (ii) which vehicle had a Port Authority
                  vehicle sticker issued to it pursuant to Special Endorsement
                  No. 15 below at any time during such calendar month. (The
                  number of seats in each such vehicle shall be based on the
                  actual number of seats in such vehicle with the seating
                  information appearing on the vehicle registration to be
                  utilized unless the actual number of seats is at variance or
                  except as may be otherwise determined by the Port Authority.)
                  The Port Authority shall bill the Permittee for fees due for
                  the preceding calendar month, which payment shall be due on
                  presentation of the bill by the Port Authority. Such billings
                  shall be based on requests by the Permittee for vehicle
                  stickers pursuant to Special Endorsement No. 15 below, which
                  billings shall be subject to change by the Port Authority
                  including without limitation changes based on the Port
                  Authority's determination of the actual number of vehicles (i)
                  used by the Permittee hereunder during the preceding calendar
                  month or (ii) which had issued to it a vehicle sticker at any
                  time during the preceding calendar month. Each vehicle sticker
                  surrendered in accordance with the requirements of Special
                  Endorsement No. 15 (c) which is replaced during the same
                  calendar month with another vehicle sticker which is
                  outstanding for the remainder of the calendar month shall be
                  fee payable based on the number of seats in the vehicle for
                  which the sticker was issued on the last day of such calendar
                  month.

            (b)   In the event this Permit commences on other than the first day
                  of a calendar month the fee hereunder shall be prorated based
                  on the actual number of the days in such calendar month. In
                  the event this Permit is revoked by the Port Authority
                  effective on a date other than the last day of a calendar
                  month the fee hereunder shall be prorated based on the actual
                  number of the days in such calendar month. There shall be no
                  abatement or reduction of the fee in the event the Ground
                  Transportation Center Provisions, as such term is defined
                  below, are suspended or revoked as provided below. In the
                  event of any change in the number of vehicles operated by the
                  Permittee under this Permit in a calendar month during the
                  effective period of this Permit, there shall be no abatement
                  of the fee hereunder for any calendar month during which a
                  vehicle was operated under this Permit or had issued to it a
                  vehicle sticker under this Permit.

            (c)   Payments made hereunder shall be sent to the following address
                  and shall include the Port Authority permit number on the
                  face of the check:

                      The Port Authority of New York and New Jersey
                      P. O. Box 17309
                      Newark, New Jersey 07194

      3.    The terms and provisions of this Special Endorsement No. 3 shall be
            herein referred to in this Permit as the "Ground Transportation
            Center Provisions".



                                       5
<PAGE>   31
                                                PORT AUTHORITY PERMIT NO. AX-678

      (a)   The Port Authority now operates one or more Consolidated Ground
            Transportation Information and Reservation Service Centers
            (hereinafter singly or collectively, as the case may be, called the
            "Center" or the "Centers") in airline terminal buildings
            ("Terminals) located at the Airports. The Centers are operated to
            (i) provide schedule, fare and other information to the public and
            (ii) to book trips through Center Personnel, as such term is defined
            below, to and from the Airport for patrons of various Port Authority
            Permittees providing Shared-Ride Service which are in good standing
            under their permits. The Port Authority may commence the operation
            of additional Centers in the future. The Permittee acknowledges and
            agrees that the provisions of this Special Endorsement shall control
            the relationship of the Permittee and the Port Authority regarding
            the Centers, regardless of when they were or may be established.

      (b)   The Centers shall be the sole means by which the Permittee is
            represented in Terminals having such Center or Centers. The
            Permittee shall be represented at each such Center.

      (c)   The Port Authority will use reasonable efforts to engage a third
            party contractor or contractors who will agree to staff the Centers
            approximately sixteen hours per day (except as may be otherwise
            determined by the Port Authority) with an individual, or individuals
            ("Center Personnel"), who will provide services to the extent
            practical, including without limitation, generally the following:

            (i)   Use rate and schedule data compiled from information provided
                  by Port Authority permittees to provide information to the
                  public about available services;

            (ii)  Make advance bookings for members of the public;

            (iii) Coordinate passenger departures with permittee
                  representatives,

            (iv)  Announce departures to passengers; and

            (v)   Such other services as the Port Authority may, in its
                  discretion, deem appropriate.

            Facilities provided at the Centers may include self service
            telephone equipment to be used by the public for toll-free calling
            to the Permittee hereunder at the expense of the Permittee as well
            as other Port Authority permittees. The Permittee, upon notice from
            the Port Authority, shall furnish a toll-free telephone number for
            use hereunder. The telephone equipment shall be used by the
            Permittee and its customers solely in connection with the Shared
            Ride Service and the Additional Service hereunder unless the
            Permittee holds another Port Authority permit specifically
            authorizing other usage of the telephone equipment.

      (d)   The Port Authority may, by notice, elect to cease operation of a
            Center or Centers effective at least twenty-four (24) hours after
            written notice thereof is delivered to the


                                        6



<PAGE>   32
                                                PORT AUTHORITY PERMIT NO. AX-678

            Permittee. Such cessation of operation of a Center or all the
            Centers shall not be deemed a revocation of this Permit.

      (e)   The Port Authority reserves the right to relocate or change the
            configuration of the Centers or any of them. The Port Authority
            shall notify the Permittee at least twenty-four (24) hours prior to
            such relocation or change.

      (f)   Without limiting the generality of any other provision of this
            Permit, the Permittee's rights under the Ground Transportation
            Center Provisions may be revoked without cause, with respect to one
            or more Centers, upon thirty (30) days' written notice by the Port
            Authority, provided, however, that the Ground Transportation Center
            Provisions may be revoked on twenty-four hours' notice, with respect
            to one or more or all Centers if the Permittee shall fail to keep,
            perform and observe each and every promise, agreement, condition,
            term and provision contained in this Permit including those
            contained in the Ground Transportation Center Provisions, including
            but not limited to the obligation to pay the fees due under this
            Permit or to properly display a currently valid vehicle sticker as
            provided in Special Endorsement No. 15 below. Revocation of the
            Permittee's rights under the Ground Transportation Center Provisions
            shall not abate, reduce or affect the obligation of the Permittee to
            pay fees hereunder.

      (g)   Without limiting the generality of any other provision of this
            Permit, the Permittee's rights under the Ground Transportation
            Center Provisions may be suspended, with or without cause, with
            respect to one or more Centers, upon twenty-four (24) hour's written
            notice by the Port Authority for the period, not to exceed thirty
            (30) days, stated in such notice, provided however, that the
            suspension of the Permittees rights under the Ground Transportation
            Center Provisions shall not abate, reduce or affect the obligation
            of the Permittee to pay fees hereunder. The effective period of any
            such suspension shall be extended to include the period ending on
            the date of revocation by the Port Authority, if notice thereof
            shall be given by the Port Authority during any such period of
            suspension.

      (h)   The Port Authority reserves the right, in its discretion, to utilize
            Port Authority personnel in lieu of such Center Personnel as
            described above, and in such event such Port Authority personnel
            shall be "Center Personnel" under this Permit.

      (i)   The Port Authority assumes no responsibility for any deficiencies
            in, or interruption of, operation of the Centers not caused by the
            Port Authority's willful misconduct.

      (j)   Without limiting any other provision of this Special Endorsement,
            the Port Authority shall not be responsible either for collecting
            fees due to the Permittee from passengers utilizing its services
            offered hereunder, or for making the Permittee whole in connection
            with such fees as may remain unpaid.

      (k)   The Permittee agrees that it will cooperate fully with the Port
            Authority and its contractors to achieve the operation of Centers
            which serve the public in a first class manner as determined by the
            Port Authority.



                                       7
<PAGE>   33
                                                PORT AUTHORITY PERMIT NO. AX-678

      (l)   The Permittee agrees that it will pickup passengers who have
            requested transportation with it, either directly or through Center
            Personnel within 15 minutes of its promised pickup time.

      (m)   The Port Authority reserves the right to publish or post information
            at the Ground Transportation Centers or elsewhere relative to the
            standards of service provided by the Permittee.

      (n)   No portion of this Special Endorsement shall affect the Port
            Authority's rights of revocation contained elsewhere in this Permit.

   4. (a)   During the effective period of this Permit, the Port Authority will
            not provide schedule or fare information through personnel at the
            Ground Transportation Centers regarding more than one other provider
            of Shared-Ride Service to the geographic area to which the Permittee
            operates the Permitted Shared-Ride Service except for High Volume
            Scheduled Coach Service, Incidental Scheduled Coach Service and
            Public Transportation Alternative Service as such terms are defined
            below. In addition, personnel at the Ground Transportation Centers
            may inform patrons of the availability of For-Hire Service,
            Non-Represented Shared Ride Service, and Waterborne and Airborne
            Transportation Service, as such terms are defined below.            
            
            

   (b)      "High Volume Scheduled Coach Service" is any service which is so
            classified by the Port Authority. As of June 1, 1996, such High
            Volume Scheduled Coach Service is any service which carries at least
            30,000 passengers per month to and from the Airport with at least
            eighty-five (85) percent of the passengers being transported in
            buses having twenty-five or more seats, including the driver's seat,
            and the operator of which does not operate any other service to and
            from the Airport. A High Volume Scheduled Coach Service provider may
            represent its service in one or more terminals at the Airports at or
            adjacent to the Ground Transportation Centers or be represented by
            the Port Authority or its contractors at the Ground Transportation
            Centers in a similar manner to the representation provided to the
            Permittee.

      (c)   "Incidental Scheduled Coach Service" is any service operated on a
            scheduled basis exclusively in buses having twenty-five (25) or more
            seats including the driver's seat serving a metropolitan area at
            least fifty (50) miles from the Airport, which makes a stop at the
            Airport, and which stop is incidental to stops at other major
            transportation facilities such as the Port Authority Bus Terminal in
            midtown Manhattan. Ground Transportation Center personnel may give
            schedule and fare information regarding such services.

      (d)   "Public Transportation Alternative Service" includes local scheduled
            public bus service, subway, Amtrak and commuter railroad service and
            taxi service. Ground Transportation Center personnel may give
            schedule and fare information regarding such services.



                                       8
<PAGE>   34
                                                PORT AUTHORITY PERMIT NO. AX-678

         (e)      "For-Hire Service" is any service operated using vehicles
                  having six or fewer seats, including the driver's seat, on the
                  basis of a per vehicle charge. Ground Transportation Center
                  personnel give general information regarding such service
                  which service is available through self-service telephone
                  boards at or adjacent to such Centers.

         (f)      "Non-Represented Shared-Ride Service" is any service operated
                  in vehicles having seven or more seats, including the driver's
                  seat, with fares payable on the basis of a separate charge to
                  each passenger, the operator of which service does not have a
                  Privileged Represented Ground Transportation Service Permit or
                  Represented Ground Transportation Service Permit from the Port
                  Authority. In the event that a passenger is seeking service
                  other than the Privileged Represented Service or Represented
                  Service, a list of entities, generally offering
                  Non-Represented Shared-Ride Service may be distributed by
                  personnel at the Ground Transportation Centers and the
                  passenger will be free to arrange transportation using a
                  public telephone.

         (g)      "Waterborne and Airborne Transportation Service includes
                  ferries and helicopters. Passengers may obtain such service
                  via shuttle vans or buses operated by either the waterborne or
                  airborne transportation provider or its contractor(s) or the
                  Port Authority or its contractor(s). Information about such
                  providers may be made available through the Ground
                  Transportation Centers.

         (h)      "Privileged Represented Service" is any service operated in
                  vehicles having seven or more seats, including the driver's
                  seat, with fares payable on the basis of a separate charge to
                  each passenger, to points and communities designated by the
                  Port Authority, the Port Authority having granted to the
                  operator thereof a Permit which provides that only such
                  operators will be represented at the Ground Transportation
                  Centers with respect to such service as and to the extent
                  provided in such Permit.

         (i)      The Port Authority reserves the right to modify the
                  representation of High Volume Scheduled Coach Service,
                  Incidental Scheduled Coach Service, For-Hire Service and
                  Public Transportation Alternative Service by personnel at the
                  Ground Transportation Centers if operational conditions at the
                  Airports make the same advisable.

5.       The Permittee has advised the Port Authority that it desires to operate
         all or a portion of either or both the Shared Ride Service and the
         Additional Service hereunder by means of independent contractor
         arrangements whereby the driver of each vehicle used in performing the
         Shared Ride Service and the Additional Service (hereinafter in this
         Permit called the "Independent Contractor Services") will conduct the
         same on behalf of the Permittee under a form of written agreement (such
         agreements being hereinafter in this Permit being called the
         "Independent Contractor Agreements") entered into between the Permittee
         and each such driver (such drivers being hereinafter in this Permit
         being called the "Independent Contractor Drivers"). The Port Authority
         has no objection to the use of the Independent Contractor Drivers to
         conduct the Independent Contractor Services, as aforesaid,
         notwithstanding any provision of Section No. 2 of the Terms and
         Conditions of this Permit or Standard Endorsement No. 12.1 which may
         conflict or be inconsistent herewith, provided that:


                                        9
<PAGE>   35
                                                PORT AUTHORITY PERMIT NO. AX-678

         (vi)     The Permittee shall keep and make available to the Port
                  Authority for the time period specified for records in
                  Standard Endorsement No. 2.8 hereof, all Independent
                  Contractor Agreements which it has or may enter into and
                  shall furnish copies thereof to the Port Authority upon
                  request.

         (vii)    The Permittee shall provide to the Port Authority for the time
                  period specified in subparagraph (f) such information, data 
                  and documents as the Port Authority may request from time to
                  time in connection with the Permittee's Independent Contractor
                  Drivers, including but not limited to, the names and addresses
                  of the Independent Contractor Drivers.

         (viii)   Without limiting the generality of the provisions of Standard
                  Endorsement No. 17.3 of this Permit and any other provisions
                  contained in this Permit regarding compliance with
                  governmental requirements and the maintenance of required
                  governmental permissions, the Permittee shall procure and
                  maintain all required licenses, certificates, permits,
                  franchises or other authorizations from all governmental
                  authorities having or asserting jurisdiction over the use of
                  Independent Contractor Drivers by the Permittee hereunder. The
                  requirements of the previous sentence shall include without
                  limitation compliance by the Permittee and all Independent
                  Contractor Drivers with all applicable federal and state
                  statutes or regulations regarding securities or franchising.
                  The foregoing may include requirements of the United States
                  Securities and Exchange Commission, the Trade Practice
                  Regulation of the Federal Trade Commission set forth in 16
                  CFR, Part 436, as well as any applicable requirements of the
                  State of New Jersey, the State of New York (including without
                  limitation Articles 23(a) and 33 of the General Business Law)
                  and any other State having jurisdiction.

         (ix)     The Permittee shall include in all Independent Contractor
                  Agreements it may enter into during the effective period of
                  this Permit and shall amend, effective as of a date prior to
                  the effective date of this Permit, all Independent Contractor
                  Agreements which it has entered into prior to the effective
                  date of this Permit to include, the following provision:

                  "Notwithstanding any other provision of this Agreement, the
                  Driver (by which is meant the independent contractor or
                  franchisee) acknowledges and agrees that any privilege permit
                  which the Ground Transportation Operator (by which is meant
                  the franchiser or the supplier) has or may enter into with the
                  Port Authority of New York and New Jersey for the conduct of
                  ground transportation operations to, at and from any Port
                  Authority Airport provides that the Port Authority has no
                  business relationship with any Driver but only with the
                  Ground Transportation Operator (the Ground Transportation
                  Operator being called, in such Port Authority Permit, the
                  "Permittee") and that the Permittee has and has under this
                  Agreement (of which this provision is a part) all the rights
                  and powers with respect to Drivers necessary to insure and
                  enforce immediate and full compliance by the Drivers with all
                  of the agreements and


                                       11

<PAGE>   36
                                                PORT AUTHORITY PERMIT NO. AX-678

            undertakings of the Permittee under such Permit, including the right
            of the Port Authority to object to the demeanor, conduct and
            appearance of Drivers and the obligation of the Permittee to remove
            the cause of such objection. Such Port Authority Permits provide for
            revocation by the Port Authority without cause on thirty (30) days'
            written notice to the Permittee. Any consent by the Port Authority
            to the use of Drivers contained in such Permit may be separately
            revoked by the Port Authority without cause on thirty (30) days'
            written notice to the Permittee. The Permit specifically provides
            that nothing therein contained shall create or shall be deemed to
            create any relationship between the Port Authority and any Driver.
            The Permit provides that the Ground Transportation Operator and
            Drivers must comply with any and all federal state statutes and
            regulations, which may be applicable to this Agreement and the
            arrangement created hereby including, without limitation those of
            the U.S. Federal Trade Commission and the U.S. Securities and
            Exchange Commission and those of the Attorney General of the State
            of New York. The Driver and the Ground Transportation Operator both
            hereby agree that the Port Authority is a third-party beneficiary of
            the agreement contained in this paragraph."


6.    The Permittee shall furnish to the Port Authority upon the request of the
      Port Authority therefore at any time and from time to time a copy of its
      most recent certificate of public convenience and necessity or equivalent
      certificate issued by the Department of Transportation of the State of New
      York, the Department of Transportation of the State of New Jersey, any
      certificate of public convenience and necessity issued by the Interstate
      Commerce Commission of the United States of America and any similar
      license or certificate issued by any municipal or other regulatory body.


7.    Without limiting the provisions of Standard Endorsement No. 17.1, the
      Permittee, in its own name, shall procure and maintain in full force and
      effect throughout the effective period of the permission granted under
      this Permit, all licenses, certificates, permits, franchises or other
      authorization over the operations of the Permittee, which may be necessary
      for the conduct of its operations, either at the Airports or in rendering
      the service of which its operation at the Airports is a part. Neither the
      issuance of this Permit nor anything contained therein shall be or be
      construed to be a grant of any franchise, consent, license, permit, right
      or privilege of any nature or kind whatsoever to operate omnibuses,
      taxicabs or any other vehicles or conveyances carrying passengers or
      property, whether for hire or otherwise, outside the Airports, or over the
      public streets or roads of or located in any municipality of the States of
      New York or New Jersey.

8.    The Permittee shall not permit any of its employees to enter the Airport
      terminals except for drivers actively engaged in loading passengers having
      already made arrangements with the

                                       12

<PAGE>   37
                                                PORT AUTHORITY PERMIT NO. AX-678

13.   All advertising and other forms of publicity made by the Permittee in
      connection with this Permit shall be subject to the prior and continuing
      approval of the Port Authority.


14.   (a)  The Permittee shall promptly report in writing to the Manager of the
           Facility all accidents whatsoever arising out of or in connection
           with its operations hereunder and which result in death or injury to
           persons or damage to property, setting forth such details thereof as
           the Port Authority may desire. 



      (b)   In addition to and without limiting the other obligations of the
            Permittee under this Permit, the Permittee, with respect to each
            vehicle operated by it, in its own name as insured and including the
            Port Authority as an additional insured, shall maintain and pay the
            premiums on the following described policy or policies of insurance 
            in not less than the following limits which shall cover its 
            operations hereunder and shall be effective during the effective 
            period of this  Permit:

            (i)   Comprehensive General Liability Insurance covering airport
                  operations and covering bodily injury including wrongful
                  death, and property damage which shall not exclude property
                  damage to any property in the care, custody or control of the
                  Permittee, in the minimum amount of $2,000,000 combined single
                  limit for each occurrence.

            (ii)  With respect to each vehicle having a seating capacity of
                  fifteen (15) or less passengers: Comprehensive Automobile
                  Liability Insurance to include owned, non-owned and hired
                  vehicles, as applicable, listing the Vehicle Identification
                  Number (VIN) for each vehicle, covering bodily injury
                  including wrongful death, and property damage, which shall not
                  exclude property damage to any property in the care, custody
                  or control of the Permittee, in the minimum amount of
                  $1,500,000 combined single limit for each occurrence.

            (iii) With respect to each vehicle having a seating capacity of
                  sixteen (16) or more passengers: Comprehensive Automobile
                  Liability Insurance to include owned, non-owned and hired
                  vehicles, as applicable, listing the Vehicle Identification
                  Number (VIN) for each vehicle covered, covering bodily injury,
                  including wrongful death, and property damage, which shall not
                  exclude property damage to any property in the care, custody
                  or control of the Permittee, in the minimum amount of
                  $5,000,000 combined single limit for each occurrence.

      (c)   The Permittee shall secure as part of each said policy of insurance
            a contractual liability endorsement covering the obligations of the
            Permittee, none of the foregoing policies to contain any exclusion
            for bodily injury to or sickness, disease or death of any employee
            of the Permittee which would conflict with or in any way impair
            coverage on the contractual liability endorsement. The insurance
            required hereunder shall also provide or contain an endorsement
            providing that the protections afforded the Permittee thereunder
            with respect to any claim or action by a third person shall pertain
            and apply with like effect with respect to any claims or actions
            against the Permittee by the Port

                                       16