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                                                                   Exhibit 10.20


                                    AGREEMENT

                                     Between

                                 BROWARD COUNTY

                                       and

                        LIMOUSINES OF SOUTH FLORIDA, INC.

                                       for

                       AIRPORT SHUTTLE BUS SERVICES AT THE
                FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT



                                 RLI # 90596-RB


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                               TABLE OF CONTENTS


ARTICLE

I     DEFINITIONS ...................................................    4

II    TERM AND PROVISIONS
      PERTAINING TO INITIAL TERM ....................................    6

III   OBLIGATIONS OF THE OPERATOR ...................................    7

IV    EQUIPMENT REQUIREMENTS ........................................   12

V     FEES, CHARGES, AND ACCOUNTABILITY .............................   15

VI    OPERATIONAL REQUIREMENTS AND STANDARDS ........................   23

VII   COMPLAINTS ....................................................   27

VIII  COMPLIANCE ....................................................   28

IX    ASSIGNMENT ....................................................   29

X     INSURANCE AND INDEMNIFICATION;
      PERFORMANCE BOND ..............................................   30

XI    TERMINATION BY COUNTY .........................................   33

XII   SECURITY ......................................................   36

XIII  FIRE AND OTHER DAMAGE .........................................   36

XIV   INDEPENDENT CONTRACTOR ........................................   37

XV    GENERAL PROVISIONS ............................................   37

XVI   MISCELLANEOUS .................................................   42
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          EXHIBITS

A         SHUTTLE ROUTES AND PARKING AREAS

B         HEADWAY TIMES

C         VEHICLE SPECIFICATIONS
          AND NUMBERS - CORE BUS FLEET

D         VEHICLE SPECIFICATIONS, HOURLY EXPENSE FOR
          SUPPLEMENTAL BUS FLEET

Attachment I   NONDISCRIMINATION REQUIREMENTS

Attachment II  SDBE PARTICIPANTS
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                                    AGREEMENT

                                     Between

                                 BROWARD COUNTY
                                       and

                        LIMOUSINES OF SOUTH FLORIDA, INC

                                       for

                       AIRPORT SHUTTLE BUS SERVICES AT THE
                FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT

         This is an Agreement, made and entered into by and between: BROWARD
COUNTY, a political subdivision of the State of Florida, hereinafter referred to
as "County,"

                                       AND

         LIMOUSINES OF SOUTH FLORIDA, INC, a Florida corporation, authorized to
do business in the State of Florida, hereinafter referred to as "Operator."

         WHEREAS, County is the owner and operator of the Fort
Lauderdale-Hollywood International Airport, hereinafter referred to as
"Airport"; and

         WHEREAS, the Operator is experienced in the business of managing and
operating Airport Shuttle Bus operations similar in nature to that required at
the Airport; and

         WHEREAS, the County wishes to grant to Operator the right to operate
the Airport Shuttle Bus Services at the Airport under an agreement containing
mutually satisfactory terms and covenants;

         NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions,
promises, covenants and payments hereinafter set forth, County and Operator
agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

1.1      "Affiliate" is an entity which is controlled by or under common control
         with another entity, and "control" shall mean ownership of not less
         than fifty percent (50%) of all the voting stock or equitable interest
         in such corporation or entity.


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1.2      "Agreement" shall mean this Agreement, including all exhibits thereto
         and any supplements, modifications or amendments thereof.

1.3      "Airport" shall refer to Fort Lauderdale-Hollywood International
         Airport, Broward County, Florida.

1.4      "Airport Terminals" and "Terminals" shall mean the terminal buildings
         at the Airport, including the existing buildings and all terminals
         hereafter constructed at the Airport during the term of this Agreement.

1.5      "Annual Management Fee" is set forth in Section 5.2, hereof.

1.6      "Aviation Department" shall mean the County's Aviation Department or
         such other named County organization that from time to time may
         exercise functions equivalent or similar to those now exercised by such
         Department.

1.7      "Director of Aviation" and "Director" shall mean the Director or Acting
         Director of the Aviation Department and from time to time shall include
         such person or persons as may from time to time be authorized in
         writing by the Broward County Board of County Commissioners, the
         Broward County Administrator or by the Director to act for the Director
         with respect to any or all matters pertaining to this Agreement.

1.8      "Capital Equipment Charge" is set forth in Section 5.4, hereof.

1.9      "Contract Year" shall mean the period beginning on the Commencement
         Date and ending on the 365th day thereafter and each twelve-month
         period thereafter, until the termination of this Agreement.

1.10     "County" shall mean Broward County, a body corporate and a political
         subdivision of the State of Florida.

1.11     "Federal Aviation Administration" hereinafter sometimes referred to as
         FAA, shall mean that agency of the United States Government created and
         established under the Federal Aviation Act of 1958, or its successor.

1.12     "In-Service Bus Hour Charge" is set forth in Section 5.3, hereof.

1.13     "Reimbursable Expenses" shall mean all items which are specifically
         approved, in writing, as reimbursable by the Aviation Department
         pursuant to Section 5.5, hereof.

1.14     "RLI Documents" is defined in Section 15.19, hereof.


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1.15     "Parking Facilities" are designated on Exhibit A, attached hereto and
         made a part hereof and may include public parking facilities and
         employee parking facilities.

1.16     "Prior Agreement" shall mean that certain Employee Shuttle Bus Service
         Agreement entered into between Limousines of South Florida, Inc. and
         County, having an effective date of April 1, 1992, which agreement was
         amended by that certain amendment dated August 6, 1996 to add Airport
         public parking shuttle bus services and extended through June 30, 1997
         by letter from the Director of the Broward County Purchasing Division
         dated March 24, 1997.

1.17     "Shuttle Bus Routes" are designated on Exhibit A attached hereto and
         made a part hereof.

1.18     "Shuttle Bus Services" shall mean the passenger and employee shuttle
         bus services to be provided pursuant to this Agreement by Operator, to
         and from the Parking Facilities and the Terminals, and such other
         Shuttle Bus Services as may be required from time to time by the
         Aviation Department.

                                   ARTICLE II
                 TERM AND PROVISIONS PERTAINING TO INITIAL TERM

2.1      This Agreement shall be effective on July 1, 1997. The initial term of
         this Agreement ("Initial Term") shall begin on July 1, 1997, and shall
         extend until the "Commencement Date" (as hereinafter defined). During
         the Initial Term of this Agreement, only the provisions of this Section
         2.1 and the provisions of the Prior Agreement shall apply, and during
         the Initial Term the parties shall be governed by and shall comply with
         and abide by all of the terms, provisions and conditions of the Prior
         Agreement, all of which terms, provisions and conditions are
         incorporated into and made a part of this Agreement by reference.
         During the Initial Term the Operator shall provide the services
         described by the Prior Agreement and all payments by County to Operator
         for such services shall be made at the rates and the intervals last in
         effect under the Prior Agreement.

2.2      The Commencement Date for all of the terms and provisions of this
         Agreement except those set forth in Section 2.1, above, and in the
         Prior Agreement, shall be October 1, 1997, or such later date as is
         established pursuant to an extension request as hereinafter set forth
         ("Commencement Date"). Upon the Commencement Date, all provisions of
         the Prior Agreement which are incorporated herein by reference shall
         cease to have any effect whatsoever and for all periods following the
         Commencement Date the parties shall be governed only by the terms and
         provisions of this Agreement.


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2.3      This Agreement shall terminate on the last day of the third Contract
         Year following the Commencement Date, unless extended or earlier
         terminated as provided herein ("Termination Date").

2.4      The Commencement Date of this Agreement may be extended by the County
         for a period of not more than nine (9) calendar months if, due to no
         fault of the Operator, the Operator is not able to obtain the vehicles
         comprising the "Core Bus Fleet" (as hereinafter defined) from the
         manufacturer by the Commencement Date. The Operator shall give the
         Aviation Department at least forty-five (45) days advance notice of the
         need for such an extension, which notice shall state the reasons for
         the request. The Operator shall provide such back-up documentation as
         the Aviation Department shall reasonably request. The Director of the
         Aviation Department, on behalf of the County, shall grant or deny the
         extension request within thirty (30) days following receipt of such
         request. The total time of all extensions of the Commencement Date that
         may be granted pursuant to the provisions hereof shall not exceed nine
         (9) calendar months.

2.5      The Termination Date of this Agreement may be extended by the County
         for not more that three (3) one-year periods (each such period being
         called a "Renewal Term"). The County may exercise any of its options to
         extend this Agreement by providing written notice to Operator of its
         intention to extend the Agreement at least one hundred eighty (180)
         days prior to the beginning of such Renewal Term. All terms and
         conditions of this Agreement shall apply during any Renewal Term,
         except that fees and charges for each Renewal Term shall be negotiated
         by the parties prior to the beginning of such Renewal Term and such
         fees and charges shall be set forth in an amendment to this Agreement
         which shall be executed with the same formality and of equal dignity
         with this Agreement. In the event the parties fail to reach agreement
         as to the fees and charges for any Renewal Term, then the fees and
         charges in effect during the immediately preceding Contract Year shall
         apply to the Renewal Term, and either party shall have the right to
         terminate this Agreement by not less than ninety (90) days written
         notice to the other party. The Director of the Aviation Department is
         authorized to act on behalf of the County and to give all notices
         pursuant to Section 2.4 and this Section 2.5.

                                   ARTICLE III
                           OBLIGATIONS OF THE OPERATOR

3.1      The Operator shall provide Shuttle Bus Services between the Terminals
         and the Parking Facilities using the Shuttle Bus Routes. In addition,
         Operator shall provide Shuttle Bus Services to such other Airport
         facilities as may be directed in writing by the Aviation Department and
         shall provide Shuttle Bus Services for any other purpose related to the
         operational requirements or desires of the County, as may be directed
         in writing by the Aviation Department.


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         (a)      From time to time Shuttle Bus Services may be required to be
                  provided outside the confines of the Airport. The County and
                  the Operator recognize that all the requirements of the
                  services contemplated herein cannot be determined with
                  precision at the time of the award of this contract. It is
                  understood that such matters as scheduling, the advertising
                  and announcing of available services, locations of shuttle
                  stops and equipment staging areas, designation of Parking
                  Facilities and Shuttle Bus Routes and other operational
                  matters will be determined and/or adjusted from time to time
                  as the needs of Airport dictate. It is the intent and
                  purpose of the parties that the services to be provided
                  hereunder shall be provided in such a manner as to most
                  efficiently meet the operational needs of the Airport.

         (b)      Shuttle Bus Services shall include, but not be limited to: (1)
                  transportation of employees and other persons and their
                  baggage between the Airport Terminals and the designated
                  employee parking facilities using Shuttle Bus Routes; (2)
                  transportation of airline passengers and other persons and
                  their baggage between the Terminals and the designated public
                  parking facilities using Shuttle Bus Routes; (3) on-demand
                  transportation of persons and their baggage between Airport
                  facilities and other sites as directed by the Aviation
                  Department (4) on-demand transportation of airline passengers
                  to conduct air side aircraft loading/unloading at sites remote
                  from the Terminal buildings as directed by the Aviation
                  Department; (5) on-demand transportation of persons and
                  baggage to or from such other facilities as may be directed in
                  writing by the Aviation Department, and (6) on-demand
                  transportation of persons and baggage for any other purpose
                  related to the operational requirements or desires of the
                  Aviation Department, as may be directed by the Aviation
                  Department. On-demand services may be required by verbal
                  instructions of the Aviation Department's representative,
                  which shall be followed by written confirmation.

         (c)      The Operator shall provide all personnel and supplies for the
                  provision of Shuttle Bus Services pursuant to this Agreement.

3.2      It is the intent of the parties that during the term of this Agreement,
         the Operator shall be the sole provider of Core Bus Fleet services at
         the Airport, as described in Section 4.2, hereof. It is understood and
         agreed that the County may from time to time use other providers of
         shuttle bus services for any services required by the County, other
         than Core Bus Fleet services. Moreover, the provisions of this
         Agreement shall not be deemed to prevent the County from permitting any
         other method of ground transportation at the Airport, including but not
         limited to, rental vehicles, private passenger vehicles not-for-hire,
         charter or non-charter buses, airport or charter limousines, airline
         crew transport, rental car pickup vans, or


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         transportation of cruise ship passengers. The County further reserves
         the right to authorize properly identified hotel and motel courtesy
         vehicles, which are owned and operated by hotels or motels, to pick up
         their customers upon prior arrangement.

3.3      The Operator has the right of ingress and egress over Airport public
         roadways, including common use roadways, subject to all laws,
         ordinances, rules and regulations which have been established or shall
         be established in the future by the Airport, the County, the federal
         government, or the State of Florida. Such rights of ingress and egress
         shall apply to the Operator's employees, guests, patrons, invitees,
         suppliers, and other authorized individuals. The County, while
         providing parking facilities to the Operator's employees in common with
         employees of Operators and other users of the Airport, retains the
         right, at the sole election of the County, to impose a reasonable
         charge for the privilege of utilizing these parking facilities.

3.4      The Operator agrees to comply with the federal non-discrimination
         requirements set forth on Attachment 1, attached hereto and made a part
         hereof. This Agreement may be subject to the requirements of the U.S.
         Department of Transportation's regulations, 49 CFR, Part 23, Subpart F.
         The Operator agrees that it will not discriminate against any business
         owner because of the owner's race, creed, color, national origin, sex,
         religion, sexual orientation, marital status, political affiliation,
         age or physical or mental disability in connection with the award or
         performance of any agreement covered by 49 CFR, Part 23, Subpart F. The
         Operator agrees to include the above statements in any subsequent
         agreements that it enters into for services under this Agreement and
         shall cause those businesses to similarly include the statements in
         further agreements.

         (a)      Operator hereby acknowledges and agrees to abide by the rules,
                  regulations and provisions promulgated by the Small
                  Disadvantaged Business Enterprise Affirmative Action Program
                  for the Aviation Department, Broward County, Florida, as
                  provided by the Board of County Commissioners, Broward County,
                  Florida, pursuant to 49 CFR, Part 23, of the Regulations of
                  the Office of the Secretary of the United States Department of
                  Transportation. Operator shall be required to comply with any
                  and all additional applicable provisions of 49 CFR, Part 23,
                  implementing Section 511(h) of the AAIA. Operator shall
                  submit such reports. as may be required by County in the form
                  specified by the County for the purpose of demonstrating
                  compliance with this subsection.

         (b)      The Operator shall submit an SDBE Affirmative Action Plan
                  relating to the utilization of qualified disadvantaged
                  business enterprises whether directly or indirectly involved
                  in this Agreement. Such plan should detail the


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                  Operators efforts to invite disadvantaged business enterprises
                  to contract with Operator for professional, technical, vendor,
                  and supplier services. These firms must be certified as
                  disadvantaged business enterprises by the Broward County
                  Division of Equal Employment & Small Business Opportunity.

         (c)      The Broward County Board of County Commissioners enacted an
                  ordinance establishing SDBEAAP and including goals in all
                  County procurement activity of $75,000 or more and in other
                  selected County procurement activity. This Agreement does have
                  assigned SDBE goals as stated: 10% minority business
                  enterprise participation (any group); and 10% women business
                  enterprise participation.

         (d)      County and Operator agree that prime and subcontract awards to
                  Small Disadvantaged Business Enterprises and Minority -
                  Majority Joint Ventures are crucial to the achievement of
                  County's SDBE participation goals. In an effort to assist
                  County in achieving its established goals for this contract,
                  Operator agrees to take affirmative actions to meet the
                  current SDBE participation goals established by County.

         (e)      Operator incorporates by Attachment II, attached hereto and
                  made a part hereof, the names, addresses, scope of work and
                  dollar value of SDBE participation on the Schedule of SDBE
                  Participation. Operator understands that each minority and/or
                  women-owned firm utilized to meet County's goals must be
                  certified by the Broward County Division of Equal Employment &
                  Small Business Opportunity. Any subcontractors of Operator
                  other than those set forth on Attachment II must receive the
                  prior written approval of the Aviation Department. To qualify
                  for SDBE participation, any subcontractors of Operator must be
                  certified by the Broward County Division of Equal Employment
                  & Small Business Opportunity.

         (f)      Operator understands that it is the responsibility of the
                  Aviation Department and the Broward County Division of Equal
                  Employment & Small Business Opportunity to monitor compliance
                  with the SDBEAAP. In that regard, Operator agrees to furnish
                  quarterly reports to both parties on the progress of SDBE
                  participation commencing with the end of the first quarter of
                  this Agreement.

         (g)      Operator shall not unlawfully discriminate against any person
                  in its operations and activities in its use or expenditure of
                  the funds or any portion of the funds provided by this
                  Agreement and shall affirmatively comply with all applicable
                  provisions of the Americans with Disabilities Act (ADA) in the
                  course of providing any services funded in whole or in part by
                  County,


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                  including Titles I and II of the ADA (regarding
                  nondiscrimination on the basis of disability), and all
                  applicable regulations, guidelines, and standards.

         (h)      Operator's decisions regarding the delivery of services under
                  this Agreement shall be made without regard to or
                  consideration of race, age, religion, color, gender, sexual
                  orientation, national origin, marital status, physical or
                  mental disability, political affiliation, or any other factor
                  which cannot be lawfully or appropriately used as a basis for
                  service delivery.

         (i)      Operator shall comply with Title I of the Americans with
                  Disabilities Act regarding nondiscrimination on the basis of
                  disability in employment and further shall not discriminate
                  against any employee or applicant for employment because of
                  race, age, religion, color, gender, sexual orientation,
                  national origin, marital status, political affiliation, or
                  physical or mental disability. In addition, Operator shall
                  take affirmative steps to ensure nondiscrimination in
                  employment against disabled persons. Such actions shall
                  include, but not be limited to, the following: employment,
                  upgrading, demotion, transfer, recruitment or recruitment
                  advertising, layoff, termination, rates of pay, other forms of
                  compensation, terms and conditions of employment, training
                  (including apprenticeship), and accessibility.

         (j)      Operator shall take affirmative action to ensure that
                  applicants are employed and employees are treated without
                  regard to race, age, religion, color, gender, sexual
                  orientation, national origin, marital status, political
                  affiliation, or physical or mental disability during
                  employment. Such actions shall include, but not be limited to,
                  the following: employment, upgrading, demotion, transfer,
                  recruitment or recruitment advertising, layoff, termination,
                  rates of pay, other forms of compensation, terms and
                  conditions of employment, training (including apprenticeship),
                  and accessibility.


3.5      All vehicles (including both new and used) that will provide services
         under this Agreement must be accessible to disabled persons and must
         comply with all applicable provisions of the Americans with
         Disabilities Act of 1990, 47 CFR Section 38, and all other applicable
         rules and regulations promulgated thereunder and all other federal,
         state, County and local laws, rules, and regulations.

3.6      It is understood and agreed between the County and Operator that the
         County maintains and operates the Fort Lauderdale-Hollywood
         International Airport as a public facility, and that in order to render
         proper airport services to the public, it is necessary that the
         Operator provide and make available the services set forth herein, and
         that failure of Operator to provide these services shall constitute a


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         breach of this Agreement, entitling the County to immediately terminate
         the same and shall entitle County to pursue any and all other remedies
         provided under this Agreement or any remedies available to County at
         law or in equity.

3.7      The County reserves the right to change, remove, add or delete Shuttle
         Bus Routes or Parking Facilities for any reason whatsoever, including
         without limitation, operational needs, other Airport purposes, or
         during construction activities. Furthermore, any such change, removal,
         addition, or deletion of any of the foregoing may be upon 24-hours
         written notice to the Operator. In the event the Aviation Department
         deems it desirable to change, remove, add or delete any Shuttle Bus
         Routes or any Parking Facilities, then upon written notice by the
         Aviation Department, Operator shall be required to cease operating from
         such deleted areas and to operate from any charged or added areas,
         without additional expense to County. In the event of any change,
         removal, addition or deletion as provided hereunder, then an exhibit
         reflecting such shall be executed by the Director of Aviation and
         attached to this Agreement.

                                   ARTICLE IV
                             EQUIPMENT REQUIREMENTS

4.1      The Operator will provide a "Core Bus Fleet" sufficient to provide the
         normal day-to-day scheduled Shuttle Bus Services. This Core Bus Fleet
         must be in the numbers set forth on Exhibit C, attached hereto and made
         a part hereof, and must satisfy the specifications set forth on Exhibit
         C, and must be available and ready for operation on the Commencement
         Date. The Operator will also provide a "Supplemental Bus Fleet" to meet
         excess demand, back-up, on-demand and special service needs, as
         requested in advance by the Aviation Department. A distinction is made
         in this Agreement between vehicles comprising the "Core Bus Fleet" and
         vehicles comprising the "Supplemental Bus Fleet," as set forth below.

4.2      Core Bus Fleet, Operator shall be responsible for the purchase,
         ownership and maintenance of the Core Bus Fleet. The Core Bus Fleet
         must be vehicles that meet the specifications set forth on Exhibit C,
         and at the Commencement Date of this Agreement must be comprised of the
         number of vehicles specified on Exhibit C. The vehicles purchased for
         the Core Bus Fleet must be used exclusively for this contract and shall
         be eligible for the Capital Equipment Charge payable by the County each
         calendar month during the term of this Agreement in accordance with
         Article V of this Agreement The Operator shall notify the Aviation
         Department if any vehicle within the Core Bus Fleet becomes
         unserviceable (i.e., unsafe, poor performance or appearance) during the
         term of this Agreement and, upon the written approval of the Aviation
         Department, the Operator shall replace same. In addition, the Aviation
         Department may direct that additional vehicles be added to the Core Bus
         Fleet. Any such replacement or addition to the Core Bus Fleet that


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         is made with the written approval of the Aviation Department shall be
         reflected on an amended Exhibit C, as hereinafter provided, and shall
         be eligible for the Capital Equipment Charge.

         (a)      The vehicles in the Core Bus Fleet shall be "new" when first
                  put into service at the Airport by the Operator. The term
                  "new" as used herein shall mean that such vehicles, when put
                  into service at the Airport, shall be either of the same model
                  year as the year such vehicle is first put into service at the
                  Airport or shall be not more than one (1) model year older
                  than the year it is first put into service at the Airport. In
                  order to determine the Capital Equipment Charge for used
                  vehicles in the Core Bus Fleet, the "Operator's investment"
                  (for purposes of Article V) in a used vehicle shall be
                  determined by a certified appraisal which shall be prepared by
                  a franchised dealer member of the Mid-size Bus Manufacturer's
                  Association, or other organization acceptable to the Aviation
                  Department.

         (b)      Vehicles will be added to (or will replace vehicles in) the
                  Core Bus Fleet as required in writing by the Aviation
                  Department in its sole discretion, and in such event the
                  Capital Equipment Charge shall be adjusted pursuant to Article
                  V. In the event vehicles are added to, or replaced in, the
                  Core Bus Fleet pursuant to these provisions, then such change
                  in the Core Bus Fleet shall be reflected In an amendment to
                  Exhibit C, which shall be signed by the Director of Aviation
                  and attached to this Agreement. In the event of any conflict
                  between the terms of Exhibit C and any other terms of this
                  Agreement, the terms of Exhibit C shall control. In the event
                  that due to any changes in the Core Bus Fleet, the parties
                  agree that an adjustment of the In-Service Bus Hour Charge is
                  appropriate, then such adjustment shall be made by an
                  amendment to this Agreement, which shall be executed with the
                  same formality and of equal dignity herewith.

         (c)      Provision for Future Addition of Specialty Vehicles to Core
                  Bus Fleet Inventory. It is anticipated that the Aviation
                  Department shall require the Operator to purchase additional
                  "Specialty Vehicle(s)" such as trams, airfield buses, or
                  similar vehicles, subsequent to the Commencement Date, which
                  will be added to the Core Bus Fleet for the purpose of
                  inter-garage passenger transportation, transportation to and
                  from remote aircraft passenger loading areas, or other
                  purposes determined by the Aviation Department to be necessary
                  for Airport operational requirements. Such purchase and
                  addition to the Core Bus Fleet shall only be pursuant to the
                  written requirements of the Aviation Department and upon such
                  purchase, an amendment to Exhibit C that includes a
                  description of the Specialty Vehicle(s) and the date of
                  addition to the Core Bus Fleet inventory shall be signed by
                  the Director of Aviation and attached to this Agreement. No


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                  vehicle in the Core Bus Fleet shall be deemed a Specialty
                  Vehicle, unless specifically identified as such on Exhibit C
                  (or an amendment thereto) which has been signed by the
                  Director of Aviation. In recognition of the unique procurement
                  and resale markets for Specialty Vehicle(s), it is agreed that
                  if any "qualified Specialty Vehicle(s)" (as hereinafter
                  described) are in the Core Bus Fleet inventory at the time of
                  termination of this Agreement (other than a termination due to
                  the default of Operator); then the County or its designee
                  shall purchase and the Operator shall sell such qualified
                  Specialty Vehicle(s) to the County or its designee. The
                  obligation to purchase herein contained shall only apply to
                  Specialty Vehicle(s) that meet the following criteria (such
                  vehicle(s) being called "qualified Specialty Vehicle(s)"): (i)
                  the vehicle must have been in the Core Bus Fleet inventory for
                  only a period of three (3) years or less at the time of
                  termination of this Agreement; (ii) the vehicle must be
                  identified as a Specialty Vehicle on Exhibit C (or amendment
                  thereto); and (iii) the vehicle must be in good repair and
                  operating condition and good appearance (which shall be
                  confirmed by inspection of the County or its designee). The
                  purchase price for each qualified Specialty Vehicle shall be
                  an amount limited to the "unamortized balance of the vehicle
                  investment" (as defined in Section 5.4 hereof). In the event
                  of any such purchase of qualified Specialty Vehicle(s) by the
                  County or its designee, the Operator shall deliver good,
                  marketable title to the purchased vehicles to the County or
                  its designee, free and clear of all liens, claims and
                  encumbrances whatsoever. In the event that any qualified
                  Specialty Vehicle is encumbered by a mortgage, then the
                  Operator must obtain a release from the mortgagee and the
                  purchase price shall be paid to the Operator upon receipt of
                  evidence that title certificates for the qualified Specialty
                  Vehicle(s) will be delivered to the County or its designee
                  free and clear of all liens, claims and encumbrances
                  whatsoever. Upon payment to the Operator of the amount
                  required hereunder, the Operator shall deliver the qualified
                  Specialty Vehicle(s) and the title certificates to the County
                  or its designee, free and clear of all liens, claims and
                  encumbrances, and shall execute the title certificates any and
                  all other documents required to effect such transfer. Nothing
                  herein contained shall be deemed to obligate County or its
                  designee to purchase any qualified Specialty Vehicle upon any
                  termination of this Agreement due to the default of the
                  Operator.

4.3      Supplemental Bus Fleet, From time to time, the Operator may be required
         to provide additional shuttle bus vehicles and equipment acceptable to
         the Aviation Department to meet periodic increases in demand or to
         provide specific on-demand services. Such services shall be provided
         upon the written request of the Aviation Department. The "Supplemental
         Bus Fleet" shall consist of vehicles ranging in size from vans to full
         size passenger coach buses. The Supplemental Bus Fleet may be owned,
         leased or hired by Operator and such vehicles shall meet the minimum


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         specifications set forth on Exhibit D, attached hereto and made a part
         hereof. The Operator shall not use any vehicle that is unserviceable
         (i.e., unsafe, poor performance or appearance) for Supplemental Bus
         Fleet services. There shall be no Capital Equipment Charge payable with
         respect to any vehicles in the Supplement Bus Fleet.

4.4      It is understood and agreed that if operations or vehicles must be
         increased or expanded, the Aviation Department will consult with
         Operator on the selection of type of equipment and decision as to
         whether to include any such equipment in the Core Bus Fleet, or the
         Supplemental Bus Fleet, and whether a lease of the equipment is
         appropriate. In any case, the Aviation Department shall be entitled to
         make the final decision as to the necessity for additional operations
         or equipment. Should the Aviation Department decide that the Core Bus
         Fleet must be increased, the Operator shall provide the necessary
         capital, personnel and additional vehicles and other equipment to meet
         such requirements, subject to the provisions of this Agreement. Each
         vehicle added to the Core Bus Fleet shall be described on an amendment
         to Exhibit C, which shall be executed by the Director of Aviation, and
         shall be eligible for the Capital Equipment Charge in accordance with
         Article 5 of this Agreement.

4.5      Leasing of Vehicles or other Equipment, During the term of this
         Agreement certain shuttle requirements may be better served by leasing
         vehicles or other equipment. Any such lease shall be subject to the
         prior written approval of the Aviation Department. In the event that
         the Aviation Department shall determine that any such lease is not in
         the best interest of the Airport or the County, for any reason
         whatsoever, then such lease shall not be entered into by the Operator.
         Rental payments under leases that have been approved in writing by the
         Aviation Department shall be a Reimbursable Expense for the Operator
         pursuant to Section 5.5(a)(3) hereof, and shall not be included in the
         Capital Equipment Charge or any other charge. Maintenance and repairs
         for any leased equipment and vehicles included in the Core Bus Fleet
         shall not be a Reimbursable Expense, it being recognized by the parties
         that all such costs shall be included in the In-Service Bus Hour
         Charge.

                                    ARTICLE V
                        FEES, CHARGES, AND ACCOUNTABILITY

5.1      The County will pay the Operator the fees and charges during the term
         of this Agreement that are set forth in the remaining Sections of this
         Article V. It is expressly understood and agreed that all costs and
         expenses of the Operator of whatever kind or nature and whether imposed
         directly upon the Operator under the terms and provisions hereof or in
         any other manner whatsoever because of the requirements of the
         operation of the Airport Shuttle Bus Service or otherwise under


                                       15
<PAGE>   16
         this Agreement shall be borne by the Operator without any compensation
         or reimbursement from the County, except as specifically contained in
         this Agreement.

         (a)      Except as specifically set forth herein, the entire and
                  complete costs and expenses of the Operator's services and
                  operations hereunder shall be borne solely by the Operator.
                  Under no circumstances shall the County be liable to any third
                  party (including the Operator's employees or any permitted
                  subcontractors) for any costs and expenses incurred by the
                  Operator, and under no circumstances shall the County be
                  liable to the Operator for the same, except as specifically
                  contained in this Agreement.

         (b)      All payment and performance obligations of County for future
                  fiscal year periods shall be subject to the availability of
                  funds. Broward County has presently budgeted funds for this
                  Agreement through SEPTEMBER 30, 1997. Thus, the term of this
                  Agreement shall continue into or through subsequent fiscal
                  years only if funds for payment of the Operator are budgeted
                  and made available by the Broward County Board of County
                  Commissioners. Termination due to failure to budget and make
                  funds available shall not be deemed a breach of this
                  Agreement.

5.2      Annual Management Fee

         (a)      An Annual Management Fee, which will be computed and payable
                  monthly in arrears, shall be payable by the County to the
                  Operator in the amount set forth below for each Contract Year:

                  (i)      For the first Contract Year, the Annual Management
                           Fee shall be $396,829.00.

                  (ii)     For the second Contract Year, the Annual Management
                           Fee shall be $396,829.00.

                  (iii)    For the third Contract Year, the Annual Management
                           Fee shall be $396,829.00.

         (b)      The Operator acknowledges and agrees that the annual
                  Management Fee covers and includes for each Contract Year: (i)
                  all salary and benefits of the on-site management team of the
                  Operator, (ii) all profit of the Operator, and (iii) all
                  amounts for overhead and administration, including without
                  limitation, business insurance, finance and interest expenses,
                  supervisory, legal, and other overhead costs. The Operator
                  shall not be entitled to payment by the County of any amounts
                  on account of any of the foregoing items, except payment of
                  the monthly installments of the Annual Management Fee.


                                       16
<PAGE>   17
5.3      In-Service Bus Hour Charge

         (a)      An "In-Service Bus Hour Charge" for each hour any vehicle in
                  the Core Bus Fleet is used to provide services under this
                  Agreement shall be payable by the County to the Operator in
                  the amount set forth below during each Contract Year:

                  First Contract Year:  $16.35, for each In-Service Bus Hour
                  Second Contract Year: $16.98, for each In-Service Bus Hour
                  Third Contract Year:  $16.98, for each In-Service Bus Hour

         (b)      The In-Service Bus Hour Charge will be computed and payable in
                  arrears. Concessionaire shall submit invoices on the 1st and
                  the 15th day of each calendar month. An "In-Service Bus Hour"
                  is defined as a one hour time period during which a vehicle is
                  providing authorized services under this Agreement.

         (c)      The Operator acknowledges and agrees that the In-Service Bus
                  Hour Charge covers and includes all operating costs for each
                  vehicle, including without limitation, payroll costs, fuel,
                  maintenance, vehicle insurance and repairs. The Operator shall
                  not be entitled to payment by the County of any amounts on
                  account of any of the foregoing items, except payment of the
                  applicable In-Service Bus Hour charge.

5.4      Capital Equipment Charge (Core Bus Fleet)

         (a)      The County agrees to pay to the Operator a charge ("Capital
                  Equipment Charge") each calendar month in arrears during the
                  term of the Agreement based on the "Operator's investment" (as
                  hereinafter defined) in each vehicle in the Core Bus Fleet
                  inventory during such month.

         (b)      The Capital Equipment Charge for each vehicle shall be
                  computed as follows: (i) the Operator's investment in each
                  vehicle included in the Core Bus Fleet shall be multiplied by
                  the fraction 1/72; and (ii) there shall be added to the
                  product obtained in (i) preceding, monthly interest computed
                  at the rate of one-twelfth of the "prime rate" (as hereinafter
                  defined) of interest on the "unamortized balance of the
                  vehicle investment" (as hereinafter defined).


                                       17
<PAGE>   18
                  (1)      The "prime rate" shall be as published in the Wall
                           Street Journal on the date the Capital Equipment
                           Charge is set for each vehicle. The "prime rate" set
                           for each vehicle shall remain the same throughout the
                           term of this Agreement and shall not fluctuate.

                  (2)      The "unamortized balance of the vehicle investment"
                           shall be determined by multiplying (i) the Operator's
                           investment in the vehicle by (ii) a fraction, the
                           numerator of which shall be determined by subtracting
                           from 72 the number of whole calendar months
                           (subsequent to the Commencement Date) that the
                           vehicle has been in inventory, as of the first day of
                           the month for which the charge is being determined
                           AND the denominator of which shall be 72.

                  (3)      The "Operator's investment" in a vehicle shall be the
                           actual purchase price paid by the Operator for such
                           vehicle, plus any sales taxes paid, but shall only
                           include costs incurred by Operator to a third party,
                           which are substantiated as such by a report prepared
                           by an independent Certified Public Accountant ("CPA
                           Report"), and shall not include any finance or
                           interest expenses, or administration, supervisory, or
                           overhead or internal costs of the Operator or any
                           payments to any affiliate of Operator. In order to
                           determine the Capital Equipment Charge for used
                           vehicles in the Core Bus Fleet, the "Operator's
                           investment" in a used vehicle shall be determined by 
                           a certified appraisal which shall be prepared by a
                           franchised dealer member of the Mid-size Bus
                           Manufacturer's Association, or other organization
                           acceptable to the Aviation Department ("Certified
                           Appraisal"). Copies of the CPA Report and the
                           Certified Appraisals for all vehicles in the Core Bus
                           Fleet shall be provided to the Aviation Department,
                           together with all other documentation reasonably
                           requested by the Aviation Department.

         (c)      In the event that any vehicle, at any time during the term of
                  this Agreement has been lost or destroyed or removed from the
                  active vehicle inventory in the Core Bus Fleet, then there
                  shall be deducted from the Operator's investment in the Core
                  Bus Fleet an amount equal to the unamortized balance of the
                  vehicle investment for the vehicle that is lost, destroyed or
                  being removed from the Core Bus Fleet. The Aviation Department
                  shall be given not less than thirty (30) days notice of any
                  vehicle that is lost or destroyed. Any other removal of a
                  vehicle from the Core Bus Fleet inventory shall only occur
                  with the written consent of the Aviation Department.

         (d)      In the event that any vehicle is added to the Core Bus Fleet
                  inventory [either as a replacement vehicle for one lost,
                  destroyed or removed pursuant to (c), above, or as an
                  additional vehicle pursuant to the written request of the


                                       18
<PAGE>   19
                  Aviation Department] then there shall be added to the
                  Operator's investment in the Core Bus Fleet an amount equal to
                  the lesser of: (i) the Operator's investment in the
                  replacement or additional vehicle that has been approved in
                  writing by the Aviation Department; or (ii) the unamortized
                  balance of the vehicle investment pertaining to the vehicle
                  (if any) that was removed from the Core Bus Fleet inventory.

         (e)      Notwithstanding any other provision of this Agreement, it is
                  hereby understood that the Operator may place a mortgage,
                  lien, conditional bill of sale or other encumbrance or
                  security interest (hereinafter called "the mortgage") on
                  individual vehicles in the Core Bus Fleet, provided, however,
                  that the mortgage with respect to each vehicle: (i) does not
                  secure an indebtedness in excess of ninety percent (90%) of
                  the purchase price of the encumbered vehicle; (ii) shall
                  contain provisions calling for payment of the indebtedness and
                  interest in successive monthly installments; (iii) shall
                  receive the prior written approval of the Aviation Department,
                  and (iv) shall contain the following provisions to be binding
                  upon the Operator and the mortgagee.

                  (1)      In the event of any default under the mortgage, the
                           mortgagee shall give County written notice of such
                           default at the same time as such notice is given to
                           the Operator, together with a statement of any and
                           all sums which would at that time be due under the
                           mortgage, designating where and to whom payment shall
                           be made. Such written notice shall be given at the
                           address of County set forth in the notice provision
                           of this Agreement. The County shall have the right,
                           but not the obligation, to cure any such default,
                           with the County's period to cure such default being
                           equal to thirty (30) days beginning on the expiration
                           of any cure period provided to the Operator. Operator
                           hereby consents to all such payments made by County
                           to mortgagee and Operator further agrees that the
                           amount of all such payments made by County to
                           mortgagee shall be a set off and deducted from all
                           amounts payable by County to Operator, pursuant to
                           Article V or any other provision of this Agreement.

                  (2)      In the event of the termination of this Agreement by
                           the County and in the event that the Core Bus Fleet
                           or any vehicle thereof is then encumbered by the
                           mortgage, the Operator shall have the right to pay
                           the mortgagee the outstanding indebtedness then due
                           under the mortgage together with interest due as of
                           such date, without penalty, and to secure a release
                           of the Core Bus Fleet or any vehicle thereof from the
                           mortgage, and to have such mortgage canceled and
                           discharged. In the event the Operator does not pay
                           the mortgagee as aforesaid, the County or its
                           designee shall have the right but not the obligation
                           to itself pay


                                       19
<PAGE>   20
                           directly to the mortgagee the outstanding
                           indebtedness then due under the mortgage together
                           with interest due as of said date, without penalty,
                           and to secure the release of the Core Bus Fleet or
                           any vehicle thereof from the mortgage and to have
                           such mortgage canceled and discharged. The Operator
                           and the mortgagee shall execute and deliver to the
                           County or its designee upon the payment by the County
                           to the mortgagee as aforesaid, any and all
                           instruments which may be necessary or desirable so as
                           to release the vehicle(s) from the mortgage and from
                           any and all rights of the mortgagee thereto, and to
                           convey good, marketable title in the vehicle(s), free
                           of all liens, claims and encumbrances, to the County
                           or its designee.

                  (3)      Upon execution of the mortgage, the mortgagee shall
                           give the County a true copy thereof. No amendments
                           shall be made to the mortgage without the prior
                           written consent of the Aviation Department and a
                           true copy of any amendments shall be provided to the
                           Aviation Department. The provisions of the mortgage
                           and any amendments shall not be in violation of the
                           foregoing provisions.

         (f)      The Operator hereby agrees that it shall promptly make the
                  payments required under any mortgage and shall not be in
                  default under any term or provision thereof. The Operator
                  further agrees that it shall give prompt written notice to the
                  Aviation Department in the event it is in default in making
                  any payments under any mortgage and in the event it receives
                  any notice or communication from the mortgagee indicating
                  that the Operator is in default under any terms or provisions
                  of any Mortgage.

5.5      Reimbursable Expenses

         (a)      Reimbursable Expenses shall include only the following:

                  (1)      The direct hourly expense associated with providing
                           Supplemental Bus Fleet services requested in writing
                           by the Aviation Department in accordance with Section
                           4.3 of this Agreement. The direct hourly expense for
                           Supplemental Bus Fleet services shall be limited to
                           the rates specified on Exhibit D for the vehicles
                           identified thereon. For all other Supplemental Bus
                           Fleet services, the direct hourly expense for any
                           such vehicle shall be limited to the actual
                           out-of-pocket expenses of the Operator, with no
                           profit, overhead or other administrative expenses.

                  (2)      The out-of-pocket cost associated with any service
                           other than Core Bus Fleet or Supplemental Bus Fleet,
                           that is specifically approved in advance in writing,
                           by the Aviation Department that is necessary to
                           fulfill an


                                       20
<PAGE>   21
                           Aviation Department requirement during the term of
                           this Agreement. The County shall reimburse only the
                           actual out-of-pocket expenses of the Operator, with
                           no profit, overhead or other administrative expenses.

                  (3)      Lease payments for vehicles and equipment,
                           specifically approved in advance, in writing by the
                           Aviation Department, that is necessary to fulfill an
                           Aviation Department requirement during the term of
                           this Agreement, other than Core Bus Fleet or
                           Supplemental Bus Fleet. The County shall reimburse
                           only the actual out-of-pocket expenses of the
                           Operator, with no profit, overhead or other
                           administrative expenses.

                  (4)      Travel expenses pursuant to Section 6.17 of this
                           Agreement, provided such expenses must be approved in
                           advance by the Aviation Department. Such travel
                           expenses shall include identifiable per diem, meals
                           and lodging, taxi fares and miscellaneous
                           travel-connected expenses subject to the limitations
                           of Section 112.061, Florida Statutes. Meals for class
                           C travel inside Broward County will not be
                           reimbursed. Lodging will be reimbursed only for room
                           rates equivalent to Holiday Inn, Howard Johnson or
                           Ramada Inn. Mileage will not be reimbursed for any
                           travel within the tri-county area of Dade, Broward
                           and Palm Beach County.

         (b)      The County shall pay approved Reimbursable Expenses to the
                  Operator, monthly in arrears.

5.6      Monthly Report, Payment. On or before the fifteenth (15th) day of each
         month, the Operator shall submit to the County a monthly report,
         certified by an officer of the Operator on a form approved in writing
         by the Aviation Department. This monthly report shall set forth the
         monthly installment of the Annual Management Fee, the monthly
         In-Service Bus Hour Charge, the monthly Capital Equipment Charge, and
         any Reimbursable Expenses, by category, for the previous month.

         (a)      The monthly report shall contain documentation of the
                  In-Service Bus Hour Charge, Capital Equipment Charge and all
                  Reimbursable Expenses, including activity reports, vehicle
                  inventory, and copies of invoices. If requested by the County
                  at any time, the Operator shall provide original invoices
                  and/or front and back of canceled checks, and all other
                  documentation the Aviation Department shall reasonably
                  request. THE MONTHLY REPORT SHALL ALSO INDICATE THE CUMULATIVE
                  AMOUNT OF SDBE PARTICIPATION TO DATE.

         (b)      The monthly report shall include a statement from the Operator
                  indicating, on a monthly basis: (i) the actual number of
                  vehicle hours by category of


                                       21
<PAGE>   22
                  vehicle, and whether it is in the Core Bus Fleet or the
                  Supplemental Bus Fleet, and (ii) the number of passengers by
                  route. The monthly report shall be retrievable on a data base
                  in a format that is compatible with Aviation Department
                  software, and if requested by the Aviation Department, the
                  Operator will provide both a hard copy report and a computer
                  disk containing the data on a monthly basis.

         (c)      Upon acceptance by the Aviation Department of the monthly
                  report, the County will process and pay the invoices within
                  thirty (30) days. If, during the process, certain expenses or
                  charges are not approved for payment, such expenses or charges
                  shall be deducted from the invoice and the approved portion of
                  the invoice shall be processed for payment.

5.7      The Operator shall keep separate books and records for its Airport
         operations. Such books and records shall be kept and maintained in
         accordance with generally accepted accounting practices. Such books and
         records shall be kept and maintained during the "Retention Period" (as
         hereinafter defined). The "Retention Period" is defined as the greater
         of: (i) the required retention period of the Florida Public Records Act
         (Chapter 119, Fla. Stat), if applicable, or (ii) the period of time
         covering the term of this Agreement and any extensions thereof and for
         a period of three (3) years after the expiration of this Agreement or
         (ii) if any audit has been initiated and audit findings have not been
         resolved at the end of the three years, the books and records shall be
         retained until resolution of the audit findings. If the Florida Public
         Records Act is determined by County to be applicable to Operator's
         records, Operator shall comply with all requirements thereof, however,
         no confidentiality or non-disclosure requirement of either federal or
         state law shall be violated by Operator. Such books and records shall
         be true, full and accurate and shall include without limitation,
         payroll records, worker's compensation payment records, liability
         insurance records, and books of account (Including records of original
         entry and daily forms) recording, connected with, or related to, the
         operations of the Operator and any approved subcontractors. Such books
         and records shall include but not be limited to, all matters relating
         to the fees and charges payable by the County to the Operator under
         this Agreement, and such additional information as the County may, from
         time to time require. Such records shall include a separate recording
         of the actual number of service hours by individual vehicle including
         the number of passengers thereon and whether such vehicle is in the
         Core Bus Fleet or the Supplemental Bus Fleet.

5.8      In performing on-demand services, the Operator will keep a separate
         record of the actual number of vehicle hours (by type) in providing the
         service. The Operator will also record the number of passengers thereon
         and keep separate records on the number of trips and passengers thereon
         of any approved subcontractor providing services hereunder. The
         Operator shall, at its own expense, install, maintain and


                                       22
<PAGE>   23
         use such equipment and devices for recording the hours of service as
         shall be appropriate to its business and necessary or desirable to keep
         accurate records of the same and as the Aviation Department may from
         time to time require. The Operator shall at all reasonable times allow
         inspection by the agents and employees of the County of all such
         equipment or devices.

5.9      The County shall have the right through its representatives, and at all
         reasonable times during the Retention Period, to inspect and audit any
         and all books and records relating to this Agreement and to determine
         the correctness of the fees and charges paid by the County to the
         Operator for any annual period which ended no more than three (3) years
         prior to the date of commencement of such audit. The County shall have
         the right to audit the books and records of all approved Subcontractors
         and of affiliated and related parties of the Operator, if during the
         review of Operator's books and records it is determined that there are
         affiliated or related party financial transactions. Said books and
         records shall be made available at the Airport premises or at the
         corporate headquarters of the entity, as may be directed by the County.
         In the event that any such audit reflects that the total fees and
         charges actually paid by County during any annual period shall exceed
         the fees and charges due and owing for such period, then a refund will
         be made by the Operator to the County in the amount of such difference,
         plus interest thereon from the date of overpayment at the rate of
         eighteen percent (18%) per annum. If, as a result of any audit, it is
         established that the Operator has overstated the amount of fees and
         charges payable by the County by one (1%) percent or more during, the
         annual reporting period covered by the audit, the entire expense of
         said audit shall be borne by the Operator.

                                   ARTICLE VI
                     OPERATIONAL REQUIREMENTS AND STANDARDS

6.1      The hours of business during which Operator is to conduct its
         operations shall be twenty-four (24) hours a day, seven (7) days a
         week, including holidays. The Operator, shall provide adequate
         personnel at all times and this requirement shall be reflected in its
         management and operation plan. The Operator shall provide additional or
         reduced staffing at such times as may be determined by the Aviation
         Department.

6.2      Operator shall submit a management and operation plan to the Aviation
         Department for approval prior to the Commencement Date of this
         Agreement. The Operator agrees to update the plan on an annual basis,
         if so directed by the Aviation Department, and submit such updated plan
         for approval by the Aviation Department. The burden of proving
         compliance with the management and operation plan rests with the
         Operator. The Aviation Department must approve all revisions and/or
         updates to said plan in writing, and the Operator agrees to


                                       23
<PAGE>   24
         demonstrate compliance with the rules, regulations, and operating
         procedures contained within the management and operation plan. A
         failure to comply with the management and operation plan that has been
         approved by the Aviation Department shall be a default under this
         Agreement, entitling the County to exercise any and all remedies
         available hereunder. In the event of any conflict between the terms of
         the management and operation plan and any terms of this Agreement, the
         terms of this Agreement shall control.

6.3      Operator agrees to maintain all vehicles in first class appearance and
         mechanical condition throughout the duration of this Agreement.
         Vehicles will be swept at the beginning of each shift and at any time
         during each shift as necessary. In addition, all debris, trash, and
         other items will be removed from the interior of the vehicle after each
         round trip. Vehicles will be washed and cleaned (interior and exterior)
         at least twice per week and at such other times as necessary.

6.4      Operator agrees to provide, at its expense, an adequate number of
         suitable and operational radios to perform all services required by
         this Agreement. Allowance should be made for downtime caused by routine
         maintenance, recharging of batteries, equipment failures, or for any
         other reasons.

6.5      Operator shall provide all service and maintenance for vehicles,
         including but not limited to, gas, oil, repairs. Fueling and
         maintenance of vehicles shall be done while vehicles are not required
         to be in service. The total number of vehicles required to be
         operational during a shift will not be decreased for any period of time
         to allow for fueling or maintenance of vehicles.

6.6      Vehicles must be equipped with a fully functioning air-conditioning
         system and proper safety equipment. All vehicles shall be equipped with
         signs and numbers on the front, rear and right side, and/or any other
         location the Aviation Department deems necessary, with the words
         designated by the Aviation Department.

6.7      Operator agrees to maintain minimum headway times and maximum
         frequency. At no time will vehicles exceed the headway times set forth
         on Exhibit B, provided that by verbal notice to the Operator from the
         Aviation Department (which verbal notice shall be followed by written
         confirmation) such headway times may be increased or decreased to meet
         the operational needs of the Aviation Department. All such changed
         headway times shall be attached to this Agreement, as a supplement to
         Exhibit B, which shall be signed by the Aviation Director. Vehicles
         should be evenly spaced throughout the system. One additional
         operational vehicle should be available at all times to be placed in
         service in an emergency or during periods of high demand. It is the
         intent and purpose of this agreement that the Operator shall conduct
         the services required hereunder in such a manner as to provide for the
         cost efficient movement of passengers and employees using the Airport.


                                       24
<PAGE>   25
6.8      The Operator shall furnish, at its own cost and expense, managers,
         supervisors, drivers and such other employees as may be necessary for
         the proper conduct and operation of the services required hereunder.
         The on-site management team shall consist of a full time Manager of
         Shuttle Bus Services, and a least five (5) persons who are shift
         supervisory personnel. All such employees shall possess all necessary
         permits, licenses, approvals, and certificates required by any
         applicable law, ordinance, rule or regulation of Broward County, the
         State of Florida or the United States. The Manager of Shuttle Bus
         Services may not be changed without the prior written approval of the
         Aviation Department.

6.9      The Operator shall establish and implement personnel policies that will
         provide, as of the Commencement Date of this Agreement, that bus
         drivers who have been employed by the previous shuttle bus operator
         shall be given a preference in hiring as employees of the Operator. All
         employees of the Operator shall wear legible name tags while on duty.

6.10     The Operator's representatives, agents, managers, supervisors, drivers,
         and employees shall maintain the highest standards of service and shall
         be courteous, polite and inoffensive in their conduct and demeanor.
         Upon objection from the Aviation Department concerning the conduct,
         demeanor or appearance of such persons, the Operator shall forthwith
         take all steps necessary to remove the cause of the objection and
         impose such disciplinary actions against any employee as may be
         required by company policy.

6.11     Operator shall assure that all management employees and all other
         employees, including drivers, that have direct contact with the public
         have at least eight (8) hours of customer service training annually
         (including participation in the Airport Ambassador Program). The
         Aviation Department shall be given notice of company customer service
         training at least two (2) weeks in advance of such training. The
         Aviation Department reserves the right to send a representative(s) to
         observe such training.

6.12     The Operator's employees, who are in contact with the public, must wear
         distinctive uniforms while on duty identifying them as the Operator's
         employees, and the style, color, and insignia of such uniforms and the
         employee's nameplate must have been approved in writing in advance by
         the Aviation Department.

6.13     All employees of the Operator parking their own personal vehicles on
         Airport property shall park such vehicles in the employee parking areas
         designated by the Aviation Department and shall be subject to the fees
         promulgated for such lot.


                                       25
<PAGE>   26
6.14     The Operator shall assure that all drivers of any vehicles are licensed
         to drive the type of vehicles assigned to them and have at least eight
         (8) hours of driver safety training annually. The Aviation Department
         shall be given notice of such training at least two (2) weeks in
         advance of such training. The Aviation Department reserves the right to
         send a representative(s) to observe such training.

6.15     The Operator shall select and appoint a full time Manager of Shuttle
         Bus Services, who shall be in complete charge of Operator's operations,
         and whose sole and full time duties shall be as Manager of Shuttle Bus
         Services at the Airport. Such person shall be a highly qualified and
         experienced manager, with at least three (3) years of experience in
         managing a ground transportation operation of transporting passengers
         and employees.

         (a)      The Manager of Shuttle Bus Services shall be vested with full
                  power and authority to take all necessary actions where a
                  prompt response is required to maintain or restore Shuttle Bus
                  Services, prior to or without obtaining company headquarters'
                  approval of such actions. In addition, the Manager of Shuttle
                  Bus Services shall be responsible to respond in writing to
                  customer complaints regarding Shuttle Bus Services and report
                  such complaints and their resolution to the Aviation
                  Department.

         (b)      The Manager of Shuttle Bus Services shall ordinarily be
                  available during regular business hours, and at times during
                  the Manager's absence an equally authorized and qualified
                  supervisor shall be in charge and available. Operator shall
                  provide to the Aviation Department the daily schedule for the
                  manager and all other supervisory personnel, and shall notify
                  the Aviation Department of any changes to that schedule. In
                  addition, when on duty, the manager and all supervisory
                  personnel must be available to the Aviation Department by
                  radio contact, at all times. Said radios shall be purchased
                  and/or leased at the Operator's expense.

         (c)      Management personnel shall wear proper business attire.

         (d)      Prior to the Commencement Date, Operator shall submit to the
                  Aviation Department, for approval prior to his/her assignment,
                  a complete resume of the person whom the Operator proposes to
                  designate as the initial Manager of Shuttle Bus Services. In
                  the event that the Operator intends to replace the Manager of
                  Shuttle Bus Services for any reason, the Operator shall notify
                  the Aviation Department in writing of its intent. Operator
                  shall also submit to the Aviation Department for approval
                  prior to his/her assignment, a complete


                                       26
<PAGE>   27
                  resume of the person whom Operator proposes to next designate
                  as Manager of Shuttle Bus Services. The Aviation Department
                  reserves the right to disapprove Operator's designee for the
                  position of Manager of Shuttle Bus Services.

         (e)      In the event that the Aviation Department determines that the
                  incumbent Manager of Shuttle Bus Services has failed to manage
                  properly the Operator's operation in a professional, competent
                  manner at all times or to fully perform his/her duties and
                  obligations as Operator's representative hereunder, then in
                  addition to all other rights under this Agreement, the
                  Aviation Department shall have the right to require the
                  Operator to replace such manager. The Aviation Department
                  shall notify the Operator in writing of its demand for
                  replacement and shall allow the Operator thirty (30) days from
                  the date of such notice to effect replacement.

6.16     Operator shall devise and implement an orientation program for all new
         employees to include customer service training and orientation to
         company policies and procedures and provide and document appropriate
         training to ensure that Operator's employees at the Airport have a good
         understanding of the location of various facilities, businesses and
         agencies at the Airport and in the community that such employees may
         provide adequate public information. This training must be up-dated on
         a regular and on-going basis.

6.17     In recognition that Operator possesses specialized knowledge in the
         management and operation of Shuttle Bus Services, the Aviation
         Department may at any time require Operator to provide certain
         information and input with respect to the operation of the Airports
         Shuttle Bus Services. In such event, Operator agrees to fully cooperate
         with such inquiries and to be available to the Aviation Department,
         including the attending of meetings. Any travel expenses and other
         related costs resulting from Operator's compliance with this provision,
         subject to the provisions of Section 5.5, shall be Reimbursable
         Expenses.

                                   ARTICLE VII
                                   COMPLAINTS

7.1      Operator is obligated to respond to complaints regarding the quality of
         service, whether patrons' complaints or on the Aviation Department's
         own initiative or otherwise. Such response shall be provided by the
         Operator in writing within five (5) working days. The Operator shall
         copy the Aviation Department on all correspondence. At the request of
         the Aviation Department, Operator shall meet with the Aviation
         Department to review any complaints or concerns and to promptly


                                       27
<PAGE>   28
         correct any deficiencies. The Aviation Department's determination as to
         quality of operation or services shall be conclusive, and curative
         measures shall be implemented by Operator as expeditiously as possible.

7.2      The Aviation Department shall have the right to inspect the vehicles
         during the Operator's regular hours or at any time in case of emergency
         to determine whether the Operator has complied with and is complying
         with the terms and conditions of this Agreement. The Aviation
         Department may, at its discretion, require the Operator to effect
         repairs at Operator's expense.

7.3      Operator shall make no improvements, additions, alterations or
         modifications to any portion of the Airport premises, including without
         limitation, the Shuttle Bus Routes and the Parking Facilities.

                                  Article VIII
                                   COMPLIANCE

8.1      The Operator, its officers, agents, servants, employees, contractors,
         licensees and any other person who the Operator controls or has the
         right to control shall comply with all present and future laws,
         ordinances, orders, directives, rules, and regulations of the United
         States of America, the State of Florida, Broward County and all other
         local governmental authorities with jurisdiction and their respective
         agencies, departments, authorities and commissions which may affect the
         Operator or its operations in connection with this Agreement, including
         without limitation, the Americans with Disabilities Act, as amended,
         and all rules, regulations, and directives thereunder.

8.2      Operator shall pay, on or before their respective due dates, to the
         appropriate collecting authority, all federal, state, County and local
         taxes and fees, which are now or may hereafter be levied upon the
         premises, or upon Operator, or upon the business conducted by the
         Operator, or upon any of Operator's property used in connection
         therewith, or upon any fees or other amounts payable hereunder, and
         shall maintain in current status all federal, state, County and local
         licenses and permits required for the operation of the business
         conducted by Operator.

8.3      Operator and its approved subcontractors shall pay wages that are not
         less than the minimum wages required by federal and state statutes and
         County and local ordinances, to persons employed in its operations
         hereunder.


                                       28
<PAGE>   29
                                   Article IX
                                   ASSIGNMENT

9.1      Operator shall not sell, transfer, assign, pledge, or otherwise
         encumber this Agreement, or any portion thereof, or any of its rights
         and privileges hereunder, or contract for the performance of any of the
         services to be provided by it under this Agreement (collectively, a
         "Disposition"), or permit any such Disposition to occur by operation of
         law, without the County's prior written consent, which consent may be
         granted or withheld by the County in the exercise of its sole
         discretion or conditioned upon such additional terms and conditions as
         County, in its sole discretion, may seek to impose, including but not
         limited to: (i) an assessment of whether or not any proposed assignee
         or other party meets the standards and qualifications as proposed by
         Operator during the initial selection; (ii) a requirement that any
         proposed assignee or other party have a net worth in excess of the net
         worth of the Operator, and/or (iii) a requirement that the Operator
         not be in default under any of the terms, covenants, and conditions
         herein contained. In the event of any Disposition, the Operator shall
         not be released of any liability hereunder. In the event of any
         Disposition between Operator and an affiliate of Operator, the County
         shall require the execution by Operator of a Payment and Performance
         Guaranty, in form and substance satisfactory to County, whereby
         Operator guarantees the performance of all obligations hereunder and
         the payment of all sums due hereunder. This Agreement does not
         constitute a lease of any premises, and Operator shall have no right
         whatsoever to lease or sublease any areas described in this Agreement.

9.2      For purposes of this Article IX a Disposition shall include any
         transfer of this Agreement by merger, consolidation or liquidation or
         by operation of law, or if Operator is a corporation (except if
         Operator is a corporation whose stock is publicly traded) any change in
         ownership of or power to vote a majority of the outstanding voting
         stock of Operator from the owners of such stock or those controlling
         the power to vote such stock on the date of this Agreement, or if
         Operator is a limited or a general partnership or joint venture, any
         transfer of an interest in the partnership or joint venture which
         results in a change in control of such partnership or joint venture
         from those controlling such partnership or joint venture on the date of
         this Agreement. Notwithstanding the foregoing, a transfer of stock of
         the Operator among its current stockholders or among its current
         stockholders and their immediate families, any transfer of stock
         resulting from the death of a stockholder, a transfer of partnership or
         joint venture interests in Operator among existing partners or among
         existing partners or joint venturers and their immediate families, or
         any transfer of such an interest resulting from the death of a partner
         or joint venturer, shall not be deemed a Disposition for purposes of
         this Article.


                                       29
<PAGE>   30
9.3      In the event that any Disposition shall occur without the prior written
         consent of the County, then in addition to all other available
         remedies, the County shall be entitled to immediately terminate this
         Agreement. Any written consent required hereunder shall not be
         effective unless evidenced by a document of equal dignity with and
         executed with the same formality as this Agreement.

                                    Article X
                INSURANCE AND INDEMNIFICATION: PERFORMANCE BOND

10.1     Operator shall at all times hereafter indemnify, hold harmless and, at
         County Attorney's option, defend or pay for an attorney selected by
         County Attorney to defend County, its officers, agents, servants, and
         employees against any and all claims, losses, liabilities, and
         expenditures of any kind, including attorney fees, court costs, and
         expenses, caused by negligent act or omission of Operator, its
         employees, agents, servants, or officers, or accruing, resulting from,
         or related to the subject matter of this Agreement including, without
         limitation, any and all claims, demands, or causes of action of any
         nature whatsoever resulting from injuries or damages sustained by any
         person or property. The provisions of this section shall survive the
         expiration or earlier termination of this Agreement To the extent
         considered necessary by the Aviation Department and the County
         Attorney, any sums due the Operator under this Agreement may be
         retained by County until all of County's claims for indemnification
         pursuant to this Agreement have been settled or otherwise resolved; and
         any amount withheld shall not be subject to payment of interest by the
         County. The provisions of this Section 10.1 shall survive the
         expiration or earlier termination of this Agreement.

10.2     Liability Insurance. In order to insure the indemnification obligation
         contained above, Operator shall, as a minimum, provide, pay for, and
         maintain in force at all times during the term of this Agreement
         (unless otherwise provided), the insurance coverages set forth below,
         in accordance with the terms and conditions required hereby. Each
         insurance policy shall clearly identify the foregoing indemnification
         as insured.

         (a)      Such policy or policies shall be without any deductible amount
                  and shall be issued by United States Treasury approved
                  companies authorized to do business in the state of Florida,
                  and having agents upon whom service of process may be made in
                  Broward County, Florida.

         (b)      Comprehensive General Liability Insurance. A Comprehensive
                  General Liability Insurance Policy shall be provided which
                  shall contain minimum limits of Five Hundred Thousand Dollars
                  ($500,000.00) per occurrence combined single limit for bodily
                  injury liability and property damage liability. Coverage must
                  be afforded on a form no more restrictive than the latest


                                       30
<PAGE>   31
                  edition of the Comprehensive General Liability Policy, without
                  restrictive endorsements, as filed by the Insurance Services
                  Office and must include: Premises and/or operations,
                  Independent contractors, Products and/or Completed Operations
                  for contracts, Hazard, Broad Form Contractual Coverage
                  applicable to this specific Contract, including any hold
                  harmless and/or indemnification agreement. Personal Injury
                  Coverage with Employee and Contractual Exclusions removed, 
                  with minimum limits of coverage equal to those required for 
                  Bodily Injury Liability and Property Damage Liability.

         (c)      Business Automobile Liability. Business Automobile Liability
                  with minimum limits of Five Hundred Thousand Dollars
                  ($500,000.00) per occurrence, combined single limit for Bodily
                  Injury Liability and Property Damage Liability. Coverage must
                  be afforded on a form no more restrictive than the latest
                  edition of the Business Automobile Liability policy, without
                  restrictive endorsements, as filed by the Insurance Services
                  Office, and must include: Owned Vehicles, Hired and Non-Owned
                  Vehicles. Such insurance shall also provide that in the event
                  any vehicle is operated on any "airside" area of the Airport,
                  coverage shall be increased to One Million Dollars
                  ($1,000,000.00) per occurrence, combined single limit, bodily
                  injury and property damage liability.

         (d)      Workers' Compensation Insurance. Workers' Compensation
                  insurance to apply for all employees in compliance with the
                  "Workers' Compensation Law" of the State of Florida and all
                  applicable federal laws. In addition, the policy(ies) must
                  include: Employers' Liability with a limit of Five Hundred
                  Thousand Dollars ($500,000.00) each accident.

10.3     Operator shall furnish to the Contract Administrator Certificates of
         Insurance or endorsements evidencing the insurance coverages specified
         by this Article prior to beginning performance of work under this
         Agreement. The required Certificates of Insurance shall name the types
         of policies provided, refer specifically to this Agreement, and state
         that such insurance is as required by this Agreement.

10.4     Coverage is not to cease and is to remain in force (subject to
         cancellation notice) until all performance required of Operator is
         completed. All policies must be endorsed to provide County with at
         least thirty (30) days' notice of cancellation and/or restriction. If
         the any of the insurance coverages will expire prior to the completion
         of the work, copies of renewal policies shall be furnished at least
         thirty (30)days' prior to the date of their expiration.

10.5     The aforesaid minimum limits of insurance shall be reviewed from time
         to time by the County Risk Management Division and may be adjusted if
         the Risk Management Division determines that such adjustments are
         necessary to protect


                                       31
<PAGE>   32
         County's interest. When such policies or certificates have been
         delivered by the Operator to the County as aforesaid and at any time or
         times thereafter, the County may notify the Operator in writing that
         the insurance represented thereby does not conform to the provisions of
         this Article X either because of the amount or because of the insurance
         company or for any other reason, and the Operator shall have fifteen
         (15) days in which to cure any such defect. Compliance with the
         requirements of this Article X as to the carrying of insurance shall
         not relieve the Operator of its liability under any other provision of
         this Agreement.

10.6     As security for the performance of all obligations hereunder, an
         Irrevocable Letter of Credit ("Letter of Credit") or a Payment and
         Performance Bond ("Bond"), in form and substance satisfactory to 
         County, in an amount equal to Two Hundred Thousand and 00/100 Dollars
         ($200,000.00) for the term of the Agreement ("Security Deposit"), shall
         be submitted to the County simultaneously with the execution of this
         Agreement by the Operator. The Security Deposit shall be in form and
         substance satisfactory to the County's Risk Management Division. In the
         event of any failure by Operator to perform all obligations of this
         Agreement, then in addition to any other rights and remedies available
         to County at law or in equity, County shall be entitled to draw down up
         to the full amount of the Security Deposit and apply same to all
         amounts owed under this Agreement and all damages incurred by County
         due to any default of Operator. Upon notice of any such draw, Operator
         shall immediately replace the Security Deposit with a new Letter of
         Credit or Bond in the full amount of the Security Deposit required
         hereunder. The Letter of Credit or Bond, as applicable, shall be kept
         in full force and effect throughout the term of this Agreement and for
         a period of six (6) months following the termination date of this
         Agreement. If a Letter of Credit is posted, then the term and all
         renewal terms of the Letter of Credit shall be for a period of not less
         than one year. Not less than ninety (90) days prior to any expiration
         date of the Letter of Credit or Bond, Operator shall submit evidence in
         form satisfactory to County that said security instrument has been
         renewed. A failure to renew or replace the Letter of Credit or Bond, as
         applicable, within ten (10) days of notice from the Aviation Department
         to do so, shall (i) entitle the County to draw down the full amount of
         such Security Deposit, and (ii) be a default of this Agreement,
         entitling County to all available remedies. Upon receipt of any
         replacement Letter of Credit, the County shall return any prior Letter
         of Credit, provided the replacement Letter of Credit satisfies the
         provisions hereof.

10.7     Each Letter of Credit provided hereunder or under any other Section or
         provision of this Agreement shall be provided by a financial
         institution of recognized standing authorized to do business in the
         State of Florida. Throughout the term of the Letter of Credit, the
         financial institution that has issued the Letter of Credit must have an
         office in Broward, Dade or Palm Beach County, Florida, at which the
         Letter of Credit may be presented for drawing down, and the financial
         institution must have been


                                       32
<PAGE>   33
         in business with a record of successful continuous operation for at
         least five (5) years. Each letter of credit shall be in form and
         substance satisfactory to the County. Each Bond provided hereunder, or
         under any other Section or provision of the Agreement, shall be
         executed by a surety company of recognized standing authorized to do
         business in the State of Florida and having a resident agent in Broward
         County and having been in business with a record of successful
         continuous operation for at least five (5) years. Each Bond shall be in
         form and substance satisfactory to the County. Furthermore, such surety
         company must have at least a "B+" rating in the latest revision of
         Best's Insurance Report.

                                   Article XI
                              TERMINATION BY COUNTY

11.1     In addition to all other remedies available to the County, this
         Agreement, at the option of the County, shall be subject to immediate
         termination should any one or more of the following events of default
         occur:

         (a)      If Operator shall neglect or fail to perform or observe any of
                  the terms, provisions, conditions or covenants herein
                  contained, if such neglect or failure shall continue for a
                  period of fifteen (15) days after written notice of such
                  neglect or failure is given to Operator, provided that if
                  within said fifteen (15) day period Operator shall commence
                  and thereafter diligently proceed to cure such default, said
                  cure period shall be extended for a reasonable time; or

         (b)      If the estate hereby created shall be taken by execution or by
                  other process of law; or

         (c)      The taking by a court of competent jurisdiction of Operator or
                  its assets pursuant to proceedings under the provisions of any
                  federal or state reorganization code or act, insofar as the
                  following enumerated remedies for default are provided for or
                  permitted in such code or act; or

         (d)      If any court of competent jurisdiction shall enter a final
                  order with respect to Operator, providing for modification or
                  alteration of the rights of creditors; or

         (e)      If Operator shall fall to abide by all applicable federal,
                  state, County and local laws, ordinances, rules and
                  regulations.

         (f)      If Operator shall make any Disposition, without the prior
                  written consent of the County; or


                                       33
<PAGE>   34
         (g)      If Operator shall fail to commence operations by the
                  Commencement Date or, if subsequent to the Commencement Date,
                  Operator shall discontinue its operations at the Airport; or

         (h)      If any of Operator's permitted subcontractors shall fail to
                  perform according to terms of this Agreement.

11.2     In the event any condition of default shall occur (notwithstanding any
         waiver, license or indulgence granted by County with respect to any
         condition of default in any form or instance) County, then, or at a
         time thereafter, shall have the right, at its option, to terminate this
         Agreement by giving written notice to that effect, at which time
         Operator will then Immediately quit the Airport premises and all areas
         covered by this Agreement, and shall cease operations at the Airport,
         and such termination shall be without prejudice to any remedy of County
         for damages or any other remedies whatsoever.

11.3     Upon termination of this Agreement, County shall have the right to
         engage another operator to provide the Shuttle Bus Services at the
         Airport, for such period or periods (which may extend beyond the term
         of this Agreement) at such fees and upon such other terms and
         conditions as County may, in good faith, deem advisable. County shall
         in no event be liable and Operator's liability shall not be affected or
         diminished in any way whatsoever for failure of County to obtain
         another operator.

11.4     Upon termination or non-renewal of this Agreement the purchase of
         qualified Specialty Vehicle(s) shall be pursuant to Section 4.2(c) of
         this Agreement. In addition, upon termination or non-renewal of this
         Agreement, the County or its designee shall have the right, but not the
         obligation, to purchase any of the vehicle(s) in the Core Bus Fleet.
         The purchase price paid for such vehicle(s) (the "Payment") shall be
         limited to and not more than the "unamortized balance of the vehicle
         investment" (as defined in Section 5.4, hereof). In the event of any
         such purchase by the County or its designee, the Operator shall deliver
         title to the purchased vehicle(s) to the County or its designee, free
         and clear of all liens, claims and encumbrances whatsoever. In the 
         event that the Core Bus Fleet or any vehicle therein is encumbered by a
         mortgage, then the Operator must obtain a release from the mortgagee
         and the Payment shall be paid to the Operator upon receipt of evidence
         that title certificates for the vehicle(s) will be delivered to the
         County or its designee free and clear of all liens, claims and
         encumbrances whatsoever. Upon making the Payment to the Operator, the
         Operator shall deliver the vehicle(s) and the title certificates to the
         County or its designee, free and clear of all liens, claims and
         encumbrances, and shall execute the title certificates and all other
         documents required to effect such transfer.


                                       34
<PAGE>   35
11.5     If this Agreement shall terminate for any reason, Operator and those
         operating under it shall forthwith remove their personal property from
         the Airport premises. If Operator or any such claimant shall fail to
         effect such removal of personal property forthwith, County may, at its
         option, without liability to Operator or those claiming under Operator,
         remove such personal property and may store the same for the account of
         Operator or of the owner thereof at any place selected by County, or,
         at County's election, and upon fifteen (15) days written notice to
         Operator of date, time and location of sale, County may sell the same
         at public auction or private sale on such terms and conditions as to
         price, payment and otherwise as County in its sole discretion may deem
         advisable. If, in County's judgment, the cost of removing and storing
         or the cost of removing and selling any such personal effects exceeds
         the value thereof or the probable sale price thereof, as the case may
         be, County shall have the right to dispose of such goods in any manner
         County may deem advisable. Operator shall be responsible for all costs
         of removal, storage and sale, and County shall have the right to
         reimburse itself from the proceeds of any sale for all such costs paid
         or incurred by County. If any surplus sale proceeds shall remain
         after such reimbursement County may deduct from such surplus any other
         sum due to County hereunder and shall pay over to Operator any
         remaining balance of such surplus sale proceeds.

11.6     If proceedings shall at any time be commenced against Operator by
         County under this Agreement and compromise or settlement shall be
         effected either before or after judgment whereby Operator shall be
         permitted to continue to operate under this Agreement, then such
         proceedings shall not constitute a waiver of any condition or agreement
         contained herein or of any subsequent event of default.

11.7     Any amount paid or expense or liability incurred by County due to
         Operator's failure to perform in accordance with the terms and
         provisions of this Agreement, shall be deemed to be monies due by
         Operator to County hereunder and shall be paid by the Operator to the
         County upon demand therefor. At the option of the County, the same may
         be deducted from any amounts payable by County to Operator hereunder.

11.8     Operator hereby expressly waives any and all rights of redemption
         granted by or under any present or future laws in the event of any
         termination of this Agreement. The rights given to County herein are in
         addition to any rights that may be given to County by statute or
         otherwise.

11.9     Upon termination of this Agreement, through passage of time or
         otherwise, the Operator shall aid the County in all ways possible in
         continuing the provision of shuttle bus services at the Airport without
         interruption of service.


                                       35
<PAGE>   36
11.10    In the event of any termination of this Agreement, Operator shall have
         no further rights hereunder and shall cease forthwith all operations
         upon the Airport premises and shall pay in full any amount owed to
         County. The Operator's Security Deposit may be applied by the County to
         any sums due to County under this Agreement and any damages incurred by
         County.

                                   Article XII
                                    SECURITY

FAA Regulations and Security - Operator agrees to observe all security
requirements and other requirements of the Federal Aviation Regulations
applicable to Operator, including without limitation, Part 107 and Part 139, and
the Operator agrees to comply with the Airport Security Program, and amendments
thereto, as approved by the Federal Aviation Administration, and to take such
steps as may be necessary or directed by the County to insure that sublessee,
employees, contractors, agents, invites and guests observe these requirements.
If required by the Aviation Department, Operator shall conduct background checks
of its employees and of the employees of its subcontractors in accordance with
applicable Federal Regulations. If as a result of the acts or omissions of
Operator, its sublessee, employees, contractors, agents, invites or guests, the
County incurs any fines and/or penalties imposed by the Federal Aviation
Administration or any expense in enforcing the regulations of the Federal
Aviation Administration, including without limitation, Part 107 and Part 139
and/or any expense in enforcing the Airport Security Program, then Operator
agrees to pay and/or reimburse to County all such costs and expenses, including
all costs of administrative proceedings, court costs, and attorneys fees and all
costs incurred by County in enforcing this provision. Operator further agrees to
rectify any security deficiency or other deficiency as may be determined as such
by the County or the Federal Aviation Administration. In the event Operator
fails to remedy any such deficiency, the County may do so at the cost and
expense of Operator. The County reserves the right to take whatever action
necessary to rectify any security deficiency or other deficiency.

                                  Article XIII
                              FIRE AND OTHER DAMAGE

In the event that structural or permanent portions of any buildings or
improvements located at the Airport shall be damaged by fire or other casualty,
the obligations of the Operator


                                       36
<PAGE>   37
hereunder shall not cease, however any fees and charges payable by County shall
be adjusted by an amendment, if it is equitable to do so, to take into account
any lower level of service or any increased level of service occasioned by such
damage.

                                   Article XIV
                             INDEPENDENT CONTRACTOR

Operator is an independent contractor under this Agreement. Services provided by
Operator shall be subject to the supervision of Operator, and such services
shall not be provided by Operator or its agents as officers, employees, or
agents of the County. The parties expressly acknowledge that it is not their
intent to create any rights or obligations in any third person or entity under
this Agreement.

                                   Article XV
                               GENERAL PROVISIONS

15.1     Federal Aviation Act, Section 308 - Nothing herein contained shall be
         deemed to grant the Operator any exclusive right or privilege within
         the meaning of Section 308 of the Federal Aviation Act for the conduct
         of any activity on the Airport, except that, subject to the terms and
         provisions hereof, the Operator shall have the right to operate at the
         Airport under the provisions of this Agreement.

15.2     Notices - Whenever either party desires to give notice to the other,
         such notice must be in writing, sent by certified United States Mail,
         postage prepaid, return receipt requested, or by hand-delivery with a
         request for a written receipt of acknowledgment of delivery, addressed
         to the party for whom it is intended at the place last specified. The
         place for giving notice shall remain the same as set forth herein until
         changed in writing in the manner provided in this section. For the
         present, the parties designate the following:

            COUNTY:

                  Director
                  Broward County Aviation Department
                  Fort Lauderdale-Hollywood International Airport
                  1400 Lee Wagener Boulevard
                  Fort Lauderdale, FL 33315


                                       37
<PAGE>   38
          With a copy to:

                  County Administrator
                  Governmental Center
                  115 South Andrews Avenue
                  Fort Lauderdale, FL 33301

          OPERATOR:

                  Limousines of South Florida, Inc.
                  2595 N.W. 38th Street
                  Miami, FL 33142
                  Attention: Mark Levitt, Vice President

15.3     Captions - The headings of the several articles and sections of this
         Agreement are inserted only as a matter of convenience and for
         reference and in no way define, limit, or describe the scope or intent
         of any provisions of this Agreement and shall not be construed to
         affect in any manner the terms and provisions hereof or the
         interpretation or construction thereof.

15.4     Severability - In the event this Agreement or a portion of this
         Agreement is found by a court of competent jurisdiction to be invalid,
         the remaining provisions shall continue to be effective unless County
         or Operator elects to terminate this Agreement. The election to
         terminate this Agreement based upon this provision shall be made within
         seven (7) days after the finding by the court becomes final.

15.5     Agent for Service of Process - It is expressly understood and agreed
         that if the Operator is not a resident of the State of Florida, or is
         an association or partnership without a member or partner resident of
         said State, or is a foreign corporation, then in any such event the
         Operator does designate the Secretary of State, State of Florida, its
         agent for the purpose of service of process in any court action between
         it and the County arising out of or based upon this Agreement, and the
         service shall be made as provided by the laws of the State of Florida
         for service upon a non-resident, who has designated the Secretary of
         State as agent for service. It is further expressly agreed, covenanted,
         and stipulated that, if for any reason, service of such process is not
         possible, and as an alternative method of service of process, Operator
         may be personally served with such process out of this State by
         certified mailing to the Operator at the address set forth herein. Any
         such service out of this State shall constitute valid service upon the
         Operator as of the date of mailing. It is further expressly agreed that
         the Operator is amenable to and hereby agrees to the process so served,
         submits to the jurisdiction, and waives any and all objections and
         protest thereto.


                                       38
<PAGE>   39
15.6     Waiver of Claims - The Operator hereby waives any claim against Broward
         County and its officers, commissioners and employees for any
         consequential damages, including, without limitation, any loss of
         anticipated profits, caused by (a) any default of County hereunder, or
         (b) any suit or proceedings directly or indirectly attacking the
         validity of this Agreement or any part thereof, or (c) any judgement or
         award in any suit or proceeding declaring this Agreement null, void or
         voidable, or delaying the same or any part thereof, from being carried
         out.

15.7     Public Entity Crimes Act - Operator represents that the execution of
         this Agreement will not violate the Public Entity Crimes Act (Section
         287.133, Florida Statutes), which essentially provides that a person or
         affiliate who is a contractor, consultant or other provider and who has
         been placed on the convicted vendor list following a conviction for a
         Public Entity Crime may not submit a bid on a contract to provide any
         goods or services to County, may not submit a bid on a contract with
         County for the construction or repair of a public building or public
         work, may not submit bids on leases of real property to County, may not
         be awarded or perform work as a contractor, supplier, subcontractor, or
         consultant under a contract with County, and may not transact any
         business with County in excess of the threshold amount provided in
         Section 287.017, Florida Statutes, for category two purchases for a
         period of 36 months from the date of being placed on the convicted
         vendor list. Violation of this section shall result in termination of
         this Agreement and recovery of all monies paid hereto, and may result
         in debarment from County's competitive procurement activities. In
         addition to the foregoing, Operator further represents that there has
         been no determination, based on an audit, that it committed an act
         defined by Section 287.133, Florida Statutes, as a "public entity
         crime" and that it has not been formally charged with committing an act
         defined as a "public entity crime" regardless of the amount of money
         involved or whether Operator has been placed on the convicted vendor
         list.

15.8     Right to Develop Airport - It is further covenanted and agreed that the
         County reserves the right to further develop or improve the Airport and
         all landing areas and taxiways as it may see fit, regardless of the
         desires or views of the Operator and without interference or hindrance.

15.9     Development Orders/Regulatory Approvals - The Operator acknowledges
         that County is subject to certain Development Orders issued pursuant to
         Chapter 380, Florida Statutes (collectively, "Development Orders"). The
         County has completed its 1994 Fort Lauderdale-Hollywood International
         Airport Master Plan Update (said document as hereinafter amended or
         replaced being referred to as the "Airport Master Plan") and its 1994
         Fort Lauderdale-Hollywood International Airport FAR Part 150 Program
         Update (said document as hereinafter amended or replaced being
         hereinafter referred to as the "Part 150 Study"). Accordingly, the
         County will be seeking regulatory approvals (collectively "Regulatory
         Approvals)" consistent


                                       39
<PAGE>   40
         with such plans and the implementation of such plans, which may include
         the following: (1) amendment of the existing Development Orders
         consistent with Chapter 380, Florida Statutes, as may be amended; (2)
         Preliminary Development Agreement(s) from the Department of Community
         Affairs consistent with Chapter 380, Florida Statutes, as may be
         amended; (3) land use and zoning amendments pursuant to Chapter 163,
         Part II, Florida Statutes, as may be amended; (4) preparation of an
         Environmental Impact Statement, consistent with federal requirements,
         (5) such environmental permitting as may be required by federal, state,
         or local regulations, and (6) any other regulatory approvals as may be
         required by any governmental authority having jurisdiction over the
         issuance of permits for the approval and implementation of the Airport
         Master Plan and the Part 150 Study.

         Operator agrees to cooperate with County in connection with County's
         efforts to obtain the Regulatory Approvals. From and after the date of
         execution of this Agreement, Operator covenants and agrees (i) to
         support the County's efforts to obtain the Regulatory Approvals; and
         (ii) to execute any document(s) or instrument(s) reasonably requested
         by County in order to assist County in obtaining the Regulatory
         Approvals, provided that Operator shall not be required to bear any
         expense in connection therewith and the Operator shall not be deemed an
         agent of the County.

15.10    Subordination of Agreement - This Agreement, and all provisions hereof,
         is subject and subordinate to the terms and conditions of the
         instruments and documents under which the County acquired the Airport
         from the United States of America and shall be given only such effect
         as will not conflict or be inconsistent with the terms and conditions
         contained in such instruments and documents and any existing or
         subsequent amendments thereto. This Agreement and all provisions
         hereof, is subject and subordinate to any ordinances, rules or
         regulations which have been, or may hereafter be adopted by the County
         pertaining to the Airport. This Agreement, and all provisions hereof,
         is subject and subordinate to the provisions of any agreement
         heretofore or hereafter made between the County and the United States
         Government relative to the operation or maintenance of the Airport, the
         execution of which has been required as a condition precedent to the
         transfer of federal rights or property to the County for Airport
         purposes, or the expenditure of federal funds for the improvements or
         development of the Airport, including without limitation the
         expenditure of federal funds for the development of the Airport under
         the provisions of the Federal Aviation Act of 1958, as it has been
         amended from time to time. In addition, this Agreement is subordinate
         and subject to the provisions of all resolutions heretofore and
         hereafter adopted by the County in connection with any revenue bonds
         issued by the County with respect to the operations of the Airport, or
         any improvements to the Airport or any of its facilities, and to the
         provisions of all documents executed in connection with any such bonds,


                                       40
<PAGE>   41
         including without limitation, any pledge, transfer, hypothecation or
         assignment made at any time by County to secure any such bonds.

15.11    Radon Gas - Radon is a naturally occurring radioactive gas that, when
         it has accumulated in a building in sufficient quantities, may present
         health risks to persons who are exposed to it over time. Levels of
         radon that exceed federal and state guidelines have been found in
         buildings in Florida. Additional information regarding radon and radon
         testing may be obtained from your County public health unit.

15.12    Incorporation by Reference - The truth and accuracy of each "Whereas"
         clause set forth above is acknowledged by the parties. The attached
         Exhibits A, B, C and D, and Attachments I and II are incorporated into
         and made a part of this Agreement.

15.13    Incorporation of Required Provisions - The parties incorporate herein
         by this reference all provisions lawfully required to be contained
         herein by any governmental body or agency.

15.14    Non-Liability of Agents and Employees - No commissioner, officer,
         agent, director, or employee of the County shall be charged personally
         or held contractually liable by or to the Operator under any of the
         terms or provisions of this Agreement or because of any breach thereof
         or because of its or their execution or attempted execution.

15.15    Successors and Assigns Bound - This Agreement shall be binding upon and
         inure to the benefit of the successors and assigns of the parties
         hereto where permitted by this Agreement.

15.16    Right to Amend - In the event that the Federal Aviation Administration
         or its successors requires modifications or changes in this Agreement
         as a condition precedent to the granting of funds for the improvement
         of the Airport, or otherwise, the Operator agrees to consent to such
         amendments, modifications, revisions, supplements, or deletions of any
         of the terms, conditions, or requirements of this Agreement as may be
         reasonably required.

15.17    Time of Essence - Time shall be deemed to be of the essence in
         performing the duties, obligations and responsibilities required by
         this Agreement.

15.18    Interpretation - Words of any gender used in this Agreement shall be
         held and construed to include any other gender and words in the
         singular number shall be held to include the plural, unless the context
         otherwise requires. All personal pronouns used in this Agreement shall
         include the other gender, and the singular shall include the plural,
         and vice versa, unless the context otherwise requires.


                                       41
<PAGE>   42
         Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer
         to this Agreement as a whole and not to any particular sentence,
         paragraph, or section where they appear, unless the context otherwise
         requires. Whenever reference is made to a Section of this Agreement,
         such reference is to the Section as a whole, including all of the
         subsections and subparagraphs of such Section, unless the reference is
         made to a particular subsection or subparagraph of such Section.
         Captions and Section headings used in this Agreement are for the
         convenience of reference of the parties and shall not be deemed to
         limit or in anyway affect the meaning of any of the provisions of this
         Agreement. The words "shall" and "must" when used in this Agreement are
         mandatory; the words "should" and "may" when used in this Agreement are
         permissive.

15.19    Incorporation of RLI Documents - The Request for Letters of Interest
         ("Request") issued by the County and the proposal documents submitted
         by Operator to County for evaluation in the award process pursuant to
         which this Agreement was awarded to Operator, is hereby incorporated by
         reference into this Agreement and made a part hereof (the Request and
         all documents filed by Operator in response thereto are called
         collectively, "RLI Documents"). Operator shall be bound by all terms,
         conditions, representations, and commitments contained in the
         Operator's RLI Documents, except to the extent any provision in the
         Operator's RLI Documents is specifically deleted hereby. In the event
         Operator shall fail to abide by and comply with any of the terms,
         conditions, representations, or commitments contained in the Operator's
         RLI Documents, then, at the option of County, such failure shall be
         deemed a default of this Agreement.

                                   Article XVI
                                  MISCELLANEOUS

16.1     It is understood and agreed that this Agreement, the exhibits hereto
         and the RLI Documents constitute the entire agreement between the
         parties hereto. It is further understood and agreed by Operator that no
         claim or liability or cause for termination shall be asserted by
         Operator against County, and County shall not be liable by reason of,
         the breach of any representations or promises not expressly stated in
         this Agreement; any other written or parol agreement with County being
         expressly waived by Operator.

16.2     This Agreement is binding at execution. The individuals executing this
         Agreement on behalf of Operator personally warrant that they have full
         authority to execute this Agreement on behalf of the entity for whom
         they are acting herein.

16.3     All approvals and consents required to be obtained hereunder must be in
         writing to be effective.


                                       42
<PAGE>   43
16.4     All rights and remedies of County hereunder or at law or in equity are
         cumulative, and the exercise of any right or remedy shall not be taken
         to exclude or waive the right to the exercise of any other. Failure by
         County to enforce any provision of this Agreement shall not be deemed a
         waiver of such provision or modification of this Agreement. A waiver of
         any breach of a provision of this Agreement shall not be deemed a
         waiver of any subsequent breach and shall not be construed to be a
         modification of the terms of this Agreement. County and Operator agree
         that each requirement, duty, and obligation set forth herein is
         substantial and important to the formation of this Agreement and,
         therefore, is a material term hereof.

16.5     Operator covenants and agrees that it will not sell, convey, transfer,
         mortgage, pledge or assign this Agreement or any right created hereby
         or take any other action described by Article IX hereof, without the
         prior consent of the County, contained in a written document executed
         with the same formality and of equal dignity herewith.

16.6     No modification, extension, amendment or alteration of the terms and
         conditions contained herein shall be effective unless contained in a
         written document prepared with the same or similar formality as this
         Agreement, and executed by the Operator and the Broward County Board of
         County Commissioners, except an amendment of Exhibit C, which is
         executed by the Operator and the Director of the Aviation Department in
         accordance with Sections 4.2 and 4.4 of this Agreement.

16.7     Jurisdiction. This Agreement shall be interpreted and construed in
         accordance with and governed by the laws of the State of Florida. Venue
         for litigation concerning this Agreement shall be in Broward County,
         Florida.

16.8     Environmental Impairment; Containment, Removal and Abatement - The
         discharge of any pollutants or hydrocarbon contamination, or other
         contaminants (collectively, "Pollutants") at the Airport in violation
         of any federal, state or local law, rule or regulation or in violation
         of any order or directive of any federal, state or local court or
         entity with jurisdiction of such discharge is prohibited.

         (a)      Any such discharge of Pollutants by Operator or any of its
                  officers, employees, contractors, subcontractors, invitees, or
                  agents, and whether or not committed prior to or following the
                  execution of this Agreement, shall be, at the Operator's
                  expense, immediately contained, removed and abated to the
                  satisfaction of the County, and any court or regulatory entity
                  having jurisdiction of the discharge. If Operator does not
                  take action immediately to have such Pollutants contained,
                  removed or abated, the County may undertake the removal of the
                  discharge, however, any such action by the County shall not
                  relieve the Operator of its obligations and responsibilities
                  under this or any other provision of this Agreement or as
                  imposed by law.


                                       43
<PAGE>   44
                  No action taken by either the Operator or the County to
                  contain or remove Pollutants, or to abate a discharge, whether
                  such action is taken voluntarily or not, shall be construed as
                  an admission of liability as to the source of or the person
                  who caused the pollution or its discharge.

         (b)      Operator shall provide County with immediate notice of any and
                  all spills, leaks or discharges of any size whatsoever of
                  Pollutants arising from its operations on the Airport
                  property, and shall further provide County with prior notice
                  of not less than one (1) business day of all curative
                  measures, remediation efforts and/or monitoring activities to
                  be effected. Copies of such notice shall be sent to the
                  Director of Aviation, and the Director of the Department of
                  Natural Resource Protection.

         (c)      As required by law, Operator shall provide the relevant
                  regulatory authorities with notice of spills, leaks or
                  discharges of Pollutants on Airport property, and shall have
                  an updated contingency plan in effect relating to such
                  discharges.

         (d)      County shall have the right to inspect all documents relating
                  in any way to discharge of any Pollutants at the Airport and
                  all activities thereon relating to writings regarding
                  environmental issues, remediation efforts, etc., including,
                  but not limited to, manifests evidencing proper transportation
                  and disposal of Pollutants, site assessments, and sampling and
                  test results.

         (e)      If the County arranges for the removal of any Pollutants at
                  the Airport that were caused by the Operator, or any of its
                  officers, employees, contractors, subcontractors, invitees, or
                  agents, the costs of such removal incurred by the County shall
                  be paid by Operator to the County immediately upon County's
                  written demand, with interest at the rate of eighteen percent
                  (18%) per annum thereafter accruing.

         (f)      Operator shall not be liable for the discharge of any
                  Pollutants caused by the negligence or willful misconduct of
                  the County. Nothing herein shall relieve Operator of its
                  general duty to cooperate with the County in ascertaining the
                  source and, containing, removing and abating any Pollutants at
                  the Airport.

         (g)      The provisions of this Section shall survive the expiration or
                  other termination of this Agreement.

16.9     Upon termination or expiration of this Agreement, the Operator shall
         remain liable for all obligations and liabilities that have accrued
         prior to the date of termination or expiration.


                                       44
<PAGE>   45
16.10    Joint Preparation - Preparation of this Agreement has been a joint
         effort of County and Operator and the resulting document shall not,
         solely as a matter of judicial construction, be construed more severely
         against one of the parties than any other.

16.11    Third Party Beneficiaries - Neither Operator nor County intend to
         directly or substantially benefit a third party by this Agreement.
         Therefore, the parties agree that there are no third party
         beneficiaries to this Agreement and that no third party shall be
         entitled to assert a claim against either of them based upon this
         Agreement.

16.12    Remedies - In the event of a breach of any of the terms or conditions
         of this Concession Agreement, it is specifically acknowledged and
         agreed that either party shall, in addition to all other remedies which
         may be available in law or equity, have the right to enforce this
         Agreement by specific performance, injunctive relief, prohibition or
         mandamus to compel the other party to abide by the terms of this
         Agreement.

16.13    Drug-free Workplace - It is a requirement of County that it enter into
         contracts only with firms that certify the establishment of a drug free
         work place in accordance with Chapter 21.31(a) of the Broward County
         Procurement Code. Execution of this Agreement by Operator shall also
         serve as Operator's required certification that it either has or that
         it will establish a drug free work place in accordance with Chapter
         21.31(a) of the Broward County Procurement Code.

16.14    Conflicts - Unless the Operator shall receive the prior written
         consent of the County, Operator agrees that during the term of this
         Agreement, it and its employees shall not have or hold any employment
         or contractual relationship with any business entity or any agency that
         will create a continuing or frequently recurring conflict between the
         duties, obligations and requirements of Operator under this Agreement
         and such other employment or contractual relationship, or that would
         impede the discharge of any of the duties, obligations or requirements
         of this Agreement. Operator agrees that none of its employees shall,
         during the term of this Agreement, give sworn testimony or issue a
         report or writing, as an expression of his or her opinion, which is
         adverse or prejudicial to the interests of County in any pending or
         threatened legal or administrative proceeding. The limitations of this
         section shall not preclude such persons from representing themselves in
         any action or in any administrative or legal proceeding regarding this
         Agreement.

16.15    Contingency Fee - Operator warrants that it has not employed or
         retained any company or person, other than a bona fide employee working
         solely for Operator, to solicit or secure this Agreement and that it
         has not paid or agreed to pay any person, company, corporation,
         individual or firm, other than a bona fide employee working solely for
         Operator, any fee, commission, percentage, gift, or other consideration
         contingent upon or resulting from the award or making of this


                                       45
<PAGE>   46
         Agreement. For a breach or violation of this provision, Board shall
         have the right to terminate this Agreement without liability at its
         discretion, or to deduct from the Agreement price or otherwise recover
         the full amount of such fee, commission, percentage, gift or
         consideration.

16.16    Ownership of Documents. Any and all reports, photographs, surveys, and
         other data and documents provided or created in connection with this
         Agreement are and shall remain the property of County. In the event of
         termination of this Agreement, any reports, photographs, surveys, and
         other data and documents prepared by Operator, whether finished or
         unfinished, shall become the property of County and shall be delivered
         by Operator to the Contract Administrator.

16.17    Police/Regulatory Powers. County cannot, and hereby specifically does
         not, waive or relinquish any of its regulatory approval or enforcement
         rights and obligations as it may relate to regulations governing this
         Agreement or any operations or activities pursuant hereto. Nothing in
         this Agreement shall be deemed to create an affirmative duty of County
         to abrogate its sovereign right to exercise its police powers and
         governmental powers by approving or disapproving or taking any other
         action in accordance with its zoning and land use codes, administrative
         codes, ordinances, rules and regulations, federal laws and regulations,
         state laws and regulations, and grant agreements.

16.18    Prior Agreements - This document incorporates and includes all prior
         negotiations, correspondence, conversations, agreements, and
         understandings applicable to the matters contained herein and the
         parties agree that there are no commitments, agreements or
         understandings concerning the subject matter of this Agreement that are
         not contained in this document. Accordingly, the parties agree that no
         deviation from the terms hereof shall be predicated upon any prior
         representations or agreements, whether oral or written. It is further
         agreed that no modification, amendment or alteration in the terms or
         conditions contained herein shall be effective unless contained in a
         written document in accordance with Section 16.6 above.

16.19    Priority of Provisions. If there is a conflict or inconsistency between
         any term, statement, requirement, or provision of any exhibit attached
         hereto, any document or events referred to herein, or any document
         incorporated into this Agreement by reference and a term, statement,
         requirement, or provision of this Agreement, the term, statement,
         requirement, or provision contained in Articles I through 16 of this
         Agreement shall prevail and be given effect.

16.20    Counterparts. This Agreement may be executed in up to five (5)
         counterparts, each of which shall be deemed to be an original.


                                       46
<PAGE>   47
AGREEMENT BETWEEN BROWARD COUNTY AND LIMOUSINES OF SOUTH FLORIDA, INC. FOR
AIRPORT SHUTTLE BUS SERVICES AT THE FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL
AIRPORT

         IN WITNESS WHEREOF, the parties have made and executed this Agreement
on the respective dates under each signature: BROWARD COUNTY through its BOARD
OF COUNTY COMMISSIONERS, signing by and through its Chair, or Vice Chair
authorized to execute same by Board action on the 24 day of June, 1997, and
Limousines of S. Florida, signing by and through its Vice President, duly
authorized to execute same.


                                          COUNTY


ATTEST:                            BROWARD COUNTY, through its
                                   BOARD OF COUNTY COMMISSIONERS


/s/ Illegible                      By /s/ Illegible
-----------------------------         --------------------------------
County Administrator and                                      Chair
Ex-Officio Clerk of the
Board of County Commissioners
of Broward County,  Florida         [County Commissioners Seal]


Approved as to Insurance            Approved as to form by
Requirements by                     Office of County Attorney
RISK MANAGEMENT DIVISION            Broward County, Florida
                                    JOHN J. COPELAN, JR., County Attorney
                                    Governmental Center, Suite 423
                                    115 South Andrews Avenue
By /s/ Mary. M. Meister             Fort Lauderdale, Florida 33301
-----------------------------       Telephone: (954) 357-7600 
         Director                   Telecopier: (954) 357-7641
                                    


                                    By /s/ Christine C. Lee
                                       --------------------------------
                                       Christine C. Lee
                                       Assistant County Attorney


                                       47
<PAGE>   48
AGREEMENT BETWEEN BROWARD COUNTY AND LIMOUSINES OF SOUTH FLORIDA, INC. FOR
AIRPORT SHUTTLE BUS SERVICES AT THE FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL
AIRPORT



                                    OPERATOR

                                              LIMOUSINES OF SOUTH FLORIDA, INC.
ATTEST:


/s/ Illegible                       By /s/ Mark Levitt
-------------------------              ----------------------------------
   Secretary                        Print Name: Mark Levitt
                                    Title: Vice President

  (CORPORATE SEAL)                  27 day of May 1997

WITNESS

/s/ Michael Clemente
-------------------------
/s/ J.N. Sullera
-------------------------
                                       48