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                              EX-10.18
                              CONCESSION CONTRACT




                               CONCESSION CONTRACT

                                     BETWEEN

                   METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

                                       AND

                            WASHINGTON SHUTTLE, INC.

               TO OPERATE A DOOR-TO-DOOR/SHARED RIDE CONCESSION AT

                         WASHINGTON NATIONAL AIRPORT AND

                     WASHINGTON DULLES INTERNATIONAL AIRPORT

                           CONTRACT NO. MWAA-C3-96-O1





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                                      INDEX
Article                                                                     Page
-------                                                                     ----

I.        Operating Period                                                    1

II.       Facilities and Premises                                             2

III.      Scope of Services                                                   3

IV.       Operational Requirements                                            5

V.        Obligations of the Authority                                       15

VI.       Financial Consideration                                            16

VII.      Performance Guarantee                                              19

VIII.     Indemnification and Insurance                                      20

IX.       Quality of Performance and Liquidated Damages                      21

X.        Notices                                                            22

XI.       Trademarks, Service Marks, and Logos                               23

XII.      Scrip Reimbursement                                                24

XIII.     Standard Provisions                                                24


EXHIBITS

A         Premises Exhibits
B         Sections of Contractor's Proposal
C         Vehicle Markings
D         Money Transfer Agreement
E         Certified Statement
F         Trademarks
G         List of Hotels

ATTACHMENTS

1         Standard Provisions for Concession Contracts


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                   METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
                           CONTRACT NO. MWAA-C3-96-O1
               TO OPERATE A DOOR-TO-DOOR/SHARED RIDE CONCESSION AT
                         WASHINGTON NATIONAL AIRPORT AND
                     WASHINGTON DULLES INTERNATIONAL AIRPORT


     THIS CONCESSION CONTRACT (hereinafter referred to as "Contract"), made and
entered into this second day of February 1996, by and between Washington
Shuttle, Inc., whose address is 3251 Washington Blvd., Arlington, Virginia,
22201, a corporation organized and existing under and by virtue of the laws of
Virginia, (hereinafter referred to as the "Contractor") and THE METROPOLITAN
WASHINGTON AIRPORTS AUTHORITY, 44 Canal Center Plaza, Alexandria, Virginia
22314, (hereinafter referred to as the "Authority")

                              W I T N E S S E T H :

     WHEREAS, the Authority operates Washington National Airport and Washington
Dulles International Airport (hereinafter referred to collectively as "the
Airports") under the "Metropolitan Washington Airports Act of 1986"; and,

     WHEREAS, the Authority has determined that the conduct of an exclusive
Door-to-Door/Shared Ride service operated under the Washington Flyer trademark
from, to, and on the Airports is essential and appropriate to the effective
operation of the Airports; and,

     WHEREAS, the Authority wishes to assure that a safe, efficient service of
high quality is available at the Airports at all times for the benefit and
convenience of airline passengers and other visitors; and,

     WHEREAS, the Contractor has submitted a proposal in response to the
Authority's public solicitation, Request for Proposals No. MWAA-R3-95-03, and
the Operations Committee of the Board of Directors of the Authority has approved
the selection of the Contractor's proposal and directed the General Manager to
enter into a contract with the Contractor on the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, the Parties hereto, for and in consideration of the fees
and covenants, agree as follows:

                           ARTICLE I. OPERATING PERIOD

A.   Period of Contract: The Initial Period of this Contract shall commence as
     of 12:01 AM on February 1, 1996, and end at 12:00 Midnight on April 30,
     1996. The Operating Period of this Contract shall commence the date the
     Contractor's equipment is available and operating authority has been
     granted by the Virginia Department of Motor Vehicles,


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     the Interstate Commerce Commission and the Washington Metropolitan Area
     Transit Commission, or May 1, 1996, whichever shall first occur; provided,
     however, that if the Contractor is unable to secure the appropriate
     approvals prior to May 1, 1996 for reasons beyond the control of the
     Contractor, the Authority and the Contractor shall agree upon a new start
     date of the Operating Period. The Contract shall expire on April 30, 2001.

B.   Contract Year: For the purpose of this Contract, "Contract Year" shall mean
     the period of time beginning on the first day of the month in which the
     Operating Period begins and ending on the last day of the month twelve
     months later throughout the term of the Contract.

C.   Option Years: The Authority, at its sole discretion, may extend the
     Operating Period of this Contract by granting the Contractor one (1)
     five-year option. The Authority shall notify the Contractor whether or not
     it will grant an extension not later than one (1) year before the end of
     the fifth Contract Year. The Authority may condition any extension upon
     reaching a mutually acceptable agreement on changes to the terms and
     conditions of this Contract, including payment to the Authority.

                       ARTICLE II. FACILITIES AND PREMISES

The Contractor shall be assigned the following premises on the Airports as shown
in Exhibit A in "as is" condition for the conduct of the Shared
Ride/Door-to-Door van service (hereafter referred to as "Shared Ride Service").
The Authority reserves the right to relocate the Contractor during the term of
the Contract to alternative facilities and premises upon thirty (30) days
advance written notice from the Authority to the Contractor. The Authority will
make best efforts to locate alternative facilities and premises that are
comparable to those being vacated by the Contractor. The Authority reserves the
right to expand or reduce the assigned facilities and premises upon thirty (30)
days advance written notice.

A.   Premises

     The Contractor will be granted the right to load and unload passengers
     within specific areas at the Airports as identified in Exhibit A.

     1.   Future Premises:

          a.   Washington National Airport, Future Boarding Area: The Airport
               shall provide boarding locations at the new North Terminal to be
               designated prior to the opening of the terminal.

          b.   Washington Dulles International Airport, Future Boarding Area:
               The Final Commercial Vehicle roadway will replace the Temporary
               roadway


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               during the summer of 1997. The Shared Ride service has been
               tentatively assigned two boarding locations along the first
               curbside, adjacent to the Main Terminal, between the two Ground
               Transportation Centers. This assignment is subject to approval by
               the Airport Manager.

          c.   Washington Dulles International Airport, Future Holding Area: The
               Authority is currently reviewing vacant space along the West
               Service Road for potential development of a commercial vehicle
               holding area. If the Authority, at its sole option, chooses to
               develop this area, it will accommodate Shared Ride vans, charter
               buses, and other commercial vehicles.

     2.   Exclusive Use of Curbside: It is understood that the curbside space
          assigned to the Contractor is for the exclusive use of the Contractor.

     3.   Fueling Station: An area immediately adjacent to the holding area at
          Washington National Airport, as shown in Exhibit A, has been
          identified for potential future development of a environmentally-
          friendly fuel fueling station. In the event the Authority proceeds
          with the development of an environmentally-friendly fuel fueling
          station on this site, there may be some reduction of the Contractor's
          holding area. The Authority will advise the Contractor in writing
          thirty (30) days prior to any construction on this site. The Authority
          is not obligated to provide the Contractor with substitute holding
          area.

                         ARTICLE III. SCOPE OF SERVICES

A.   This Contract grants the Contractor the exclusive right to operate a Shared
     Ride service, (defined in Section IV (A) herein) from the Airports to
     points within the Washington Metropolitan Area, according to the following
     schedule. During the first Contract Year, the Contractor shall operate the
     Shared Ride service, at a minimum, between Washington National Airport, the
     Authority's Downtown Airports Terminal located at 1517 K Street, N.W,
     Washington, D.C., and approximately seventy-five (75) hotels in the
     Downtown Washington area, listed in Exhibit G. No later than the first day
     of the second Contract Year, the Contractor shall provide the service from
     Washington National Airport to all residential, business and government
     addresses in the Washington Metropolitan Area. The Contractor may also
     implement Shared Ride service from Washington Dulles International Airport
     on the first day of the second Contract Year, and must provide this service
     from Dulles Airport to all residential, business and government addresses
     in the Washington Metropolitan area by the last day of the second Contract
     Year. The Washington Metropolitan Area is defined as the District of
     Columbia; the Maryland counties of Montgomery, Prince George's and Charles;
     the Virginia counties of Arlington, Fairfax, Loudoun and Prince William;
     and the Virginia independent cities of Alexandria, Fairfax,


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     Falls Church, Herndon, Manassas and Manassas Park. Shared Ride service is
     to be provided to patrons upon demand by the patron. Service is to be
     provided, in a timely manner, in vans to patrons travelling to the same or
     similar destinations. This exclusive right is subject to the following
     limitations:

     1.   Shared Ride service may be provided to and from the Airports by
          persons or entities other than the Contractor to the extent such
          service is permitted by the Metropolitan Washington Airports
          Regulations, as may be amended from time to time. The Authority's
          regulations allow passengers to be dropped off at the Airport by
          vehicles other than the Contractor's, but prohibit passenger pick-up
          by non-Contractor vehicles unless such service has been prearranged by
          the passenger and the operator of the non-Contractor vehicle, and the
          operator of the non-Contractor service has a record of the name of the
          person to be picked up, the point of pick-up and the time the request
          was made. The Authority agrees to use its best efforts to enforce
          these regulations.

     2.   Motels, hotels, rental car companies, parking operators and similar
          establishments may provide "courtesy" transportation to and from the
          Airports for their patrons.

     3.   The Authority shall have the right to provide or to enter into
          contracts with others for the right to provide ground transportation
          services other than Shared Ride services, such as, but not restricted
          to: limousine and executive sedan services, taxicab service, and motor
          coach service on a scheduled, unscheduled, regular route or irregular
          route basis. For example, the Authority has granted a third party the
          exclusive right to manage and dispatch taxi service at Washington
          Dulles International Airport.

B.   The Contractor may, at its discretion, provide Shared Ride service to the
     Airports from points in the Metropolitan Washington Area for persons in
     need of such service, subject to all laws and regulations enacted by the
     governmental authorities with jurisdiction over such service. The Authority
     will use its best efforts to assist the Contractor in obtaining rights from
     other jurisdictions to pick up passengers for transport to the Airports.

C.   In the event that the Contractor is unable to provide the level of service
     required herein because of the general non-availability of fuel supplies,
     the failure to provide the service required by this Contract shall not be
     considered a default under Article IX., of the Standard Provisions attached
     hereto. Under such circumstances, the Authority reserves the right to
     contract with others to provide temporary transportation service to and
     from the Airports throughout the term of the Contract, until such time as
     the Contractor notifies the Authority of its ability to resume service in
     accordance with the provisions of the Contract.



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                      ARTICLE IV. OPERATIONAL REQUIREMENTS

A.   Service.

     1.   The Contractor shall establish and operate at Washington National and
          Washington Dulles International Airports an exclusive Shared Ride
          service, affiliated with the Washington Flyer transportation system,
          to transport passengers to and from the Airports, the Downtown
          Airports Terminal, and other points within the Washington Metropolitan
          Area, as defined in Article III.A. This service shall be operated in a
          manner consistent with the provisions of this Contract, and that will
          meet the transportation needs of all passengers and accompanying
          baggage at the Airports terminal buildings and the Airport's fixed
          base operator facilities.

          Shared ride service is defined as a service in which passengers will
          share vans with other passengers travelling between the Airports and
          the same or proximate locations. Each van operated in the Shared Ride
          service may make up to three stops when travelling to or from the
          Airports, unless one of the following three circumstances, as
          described in the Contractor's proposal (Exhibit B), applies,
          permitting more than three stops to be made:

          a.   A travel emergency may only be declared by the Contractor's
               Operations Manager and is defined to include such occurrences as
               a natural disaster or extremely inclement weather conditions that
               result in extraordinary travel conditions, or a special event
               that results in road restrictions and closures (e.g.,
               Presidential Inaugurations).

          b.   Holiday restrictions are defined as those holiday periods of
               extraordinarily high transportation demand (e.g. Thanksgiving and
               Christmas) that necessitate the addition of extra stops to
               accommodate an increased number of service requests.

          c.   Express Areas are defined as clearly delineated, published areas
               in which the Contractor has determined that customary passenger
               density is so high that the occurrence of more than three stops
               within close proximity would not likely increase the average
               amount of time the passenger would spend in the van, as compared
               to a Shared Ride van making three stops outside the Express Area.
               The Contractor shall provide the Authority with a detailed
               description of its proposed Express Areas as part of its
               Operations and Procedures Manual.

     2.   The Contractor shall conduct its activities under the Contract in a
          manner which is at all times consistent with the laws and regulations
          enacted by any


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          governmental authority having jurisdiction over its operations and
          shall possess all required permits and licenses. Copies of said
          permits and licenses shall be provided by the Contractor to the
          Authority upon request.

     3.   To ensure a high level of customer service, the Contractor shall,
          during the term of the Contract, at its own cost and expense:

          a.   Establish and operate an automated Shared Ride dispatch and
               control system using personnel who are thoroughly trained to
               provide for the effective and efficient movement and utilization
               of vehicles and personnel. Within thirty (30) days after the
               commencement date of the Initial Period of the Contract, the
               Contractor must provide to the Authority a full and complete
               Operations and Procedures Manual for the central automated
               dispatch and control system, describing current capabilities and
               limitations and potential for growth. Backup systems and
               emergency procedures to be followed in the event of primary
               system failure must also be described. The system must provide
               for rapid reservations and ticketing from all non-Airport points
               of origin including, but not limited to, hotels, convention
               centers, and residences within the Washington Metropolitan Area.
               The Operations and Procedures Manual may be updated by the
               Contractor as necessary. Any updates to this Manual shall be
               provided to the Authority prior to their implementation.

          b.   Acquire, install and operate a dedicated frequency by which to
               maintain radio contact between the Contractor's central dispatch
               system, its (curbside) Guest Coordinators and all of its van
               operators in the Washington Metropolitan Area. The Contractor's
               telephone reservation and dispatching location shall be operated
               twenty-four (24) hours daily.

          c.   Equip Guest Coordinators with communications equipment
               specifically allowing them to maintain radio contact with the
               vehicle holding area and thereby provide an efficient flow of
               vehicles between the holding areas and the loading areas.

          d.   Guest Coordinators shall assist all passengers as needed,
               including the physically disabled, assign passengers to vehicles,
               and coordinate the vehicle flow between the holding and loading
               areas. The guest coordinators shall be courteous and helpful and
               shall at all times conduct themselves in a manner which reflects
               positively upon the Contractor and the Authority.

          e.   Require that the operators of all vans used to provide passenger
               service to


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               and from the Airports load and unload passenger baggage at curb
               side promptly, carefully, courteously and efficiently, exercising
               reasonable control over baggage to prevent its theft or loss.
               Require that the operators of all vehicles conduct themselves in
               a courteous manner to passengers during each trip.

          f.   Provide, throughout the term of this Contract, the full-time and
               part-time staffing as shown in Exhibit B of this Contract. The
               Contractor's staffing may be reduced only after the Contractor
               receives written approval of such reduction from the Authority.
               The names of all management staff shall be provided to the
               Authority. The Contractor shall notify the Authority in writing
               of any changes in management personnel and schedules. The
               Operations Manager(s) shall maintain office hours at least eight
               hours daily, Monday through Friday, excluding holidays. The
               Contractor shall provide the Authority with the name and phone
               number of the Operations Manager or other supervisory employee
               who can be contacted by the Authority in the event of an
               emergency.

          g.   Promptly and courteously respond to, and resolve to the extent
               possible, customer complaints made directly to the Contractor by
               the customer or made to the Authority and referred by the
               Authority to the Contractor. A record of all such complaints
               shall be maintained by the Contractor throughout the term of this
               Contract. The Contractor shall within three (3) calendar days of
               the date in which a written complaint is first received, either
               as a passenger complaint referred by the Authority or as a
               complaint made directly to the Contractor, make an appropriate
               written response to the customer. If further action on the
               complaint is required, the initial response may consist of an
               acknowledgment of the complaint and a statement of further action
               or investigation to be taken by the Contractor. When such further
               action or investigation is complete, a follow-up response will be
               sent to the customer. Customer complaints which are received by
               telephone are to be responded to immediately by telephone and, if
               appropriate, in writing. The Contractor shall submit to the
               Authority a copy of each complaint report prepared by the
               Contractor and the Contractor's written response to or record of
               telephone discussions with the customer to resolve such
               complaints. The Contractor shall also provide a copy of its
               procedures for handling customer complaints to the Authority for
               approval within thirty (30) days after the commencement of the
               Contract.

          h.   Implement the process contained in the Contractor's proposal,
               Exhibit B, to inspect all vans prior to their departure to (he
               loading areas. The


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               Contractor shall, daily: 1) perform such inspections in
               accordance with the inspection procedures outlined in Exhibit B,
               2) record in writing vehicle and driver deficiencies and
               establish a reasonable period of time for the resolution of said
               deficiencies, 3) remove from service any van not meeting the
               minimum standards required in this Contract, and 4) require that
               the operators of all vehicles maintain a neat and clean
               appearance at all times while on duty.

          i.   Establish a notification form which will list all Authority rules
               and regulations applicable to operating vehicles on the Airports.
               The purpose of this form is to ensure formal notification to each
               driver of the applicable rules and regulations governing the
               right to operate a vehicle on the Airports. The Contractor shall
               provide a copy of the form to the Authority. Copies of all
               Authority regulations will be provided to the Contractor prior to
               commencement of operations.

          j.   Ensure that all drivers have a current, valid operator's permit
               or license authorizing the operation of a "for hire" vehicle at
               all times while providing service under the terms of the
               Contract.

          k.   Assure that all of its drivers obtain and at all times carry in
               their vehicles comprehensive road maps of the following areas:
               the District of Columbia; the Maryland counties of Montgomery,
               Prince George's and Charles; the Virginia counties of Arlington,
               Fairfax, Loudoun and Prince William; the Cities of Alexandria,
               Fairfax, Manassas, Falls Church, Herndon and Manassas Park; the
               State of Maryland and the Commonwealth of Virginia.

          1.   Establish and implement a training program, as described in
               Exhibit B, for all drivers which will assure that the drivers
               are:

               (1)  Familiar with locations of streets, hotels/motels and other
                    locations within the Washington Metropolitan Area.

               (2)  Capable of, and have demonstrated to the Contractor, an
                    ability to read and find locations within the Washington
                    Metropolitan Area on maps of these areas and that the
                    drivers readily comprehend and can follow oral directions to
                    a destination.

               (3)  Thoroughly versed in the Contractor's policies regarding
                    service standards, handling of customer complaints,
                    ticketing procedures and other areas of daily operation.



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          m.   Be responsible for all matters of personnel and contract
               administration necessary to conduct said Shared Ride service in
               an efficient manner.

          n.   Provide an itemized monthly report showing the actual number of
               outbound and inbound trips and passengers for each day during the
               month. This report shall be forwarded to the Airport Managers,
               with a copy provided to the Manager, Commercial Programs, within
               fifteen (15) days after the end of each calendar month. The
               Authority reserves the right to require the Contractor to submit
               any additional reports or data on the Shared Ride service as the
               Authority shall specify from time to time. The Contractor shall
               also cooperate fully with any survey of Shared Ride service
               conducted by the Authority.

     4.   The Contractor shall develop a written procedure to suspend a driver
          for failure to obey the orders of the guest coordinator or for a
          serious violation of the motor vehicle laws and regulations of any
          jurisdiction, including the Authority, while transporting passengers
          to or from the Airports. This procedure shall be detailed in the
          Contractor's Operations and Procedures Manual. The Contractor shall
          further advise the drivers that the Authority may suspend a driver's
          right to operate on the Airports or take other action against a driver
          for violation of the Metropolitan Washington Airports Regulations.

     5.   The Authority shall have the right to inspect all operating and
          financial records relating to the Shared Ride service and such records
          shall be made available to the Authority upon the request of the
          Authority during normal hours of business operation.

     6.   The Contractor shall not engage in any other business activities at
          the Airports without the specific written approval of the Authority.

     7.   The Contractor shall provide the Authority with its proposed schedule
          of fares within thirty (30) days of the commencement of the Initial
          Period of this contract. The Contractor shall obtain all necessary
          approvals for the said fares from State and local governmental
          entities having jurisdiction over the fares. The fares proposed by the
          Contractor, and any changes thereto, shall be mutually agreeable to
          the Contractor and the Authority. Any proposed changes to the schedule
          of fares shall first be approved by the Authority prior to seeking
          approval from the applicable governmental entities. The Authority's
          approval of fare changes shall not be unreasonably withheld or delayed
          for more than thirty (30) days.



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B.   Frequency and Type of Service from Airports.

     The Contractor must provide Shared Ride service to and from the Airports on
     an "on demand" basis seven (7) days per week as follows:
        
     1.   Between the hours of 6:00 a.m. and 12 midnight, and for any regularly
          scheduled flights arriving between 12 midnight and 6:00 a.m., "on
          demand" service shall be defined as service not to exceed ten (10)
          minutes waiting time of a passenger's request for transportation
          service, regardless of the number of other persons requiring the same
          service to the designated locations at the same time and shall be
          subject to fleet availability in accordance with the Contractor's
          proposal as shown in Exhibit B. Reasonable allowances will be made for
          unanticipated traffic conditions and weather problems beyond the
          control of the Contractor.

     2.   Except as provided in the preceding paragraph, between the hours of 12
          midnight and 6:00 a.m. each day seven (7) days per week, the
          Contractor shall provide service from the Airports on an "on demand"
          basis within thirty (30) minutes of a passenger's request for
          transportation service and shall be subject to fleet availability in
          accordance with the Contractor's proposal as shown in Exhibit B.
          Reasonable allowances will be made for unanticipated traffic
          conditions and weather problems beyond the control of the Contractor.

     3.   The Contractor's service response time shall be defined as the time
          elapsing between the time of the initial passenger demand to the
          Contractor for service to the time the van departs the Airport
          curbside. Dispatch personnel shall maintain a daily liaison with the
          Airports' Operations Offices and the airlines regarding schedule
          changes, late flight operations, diversions, or other changes which
          shall require additional transportation services. Trips departing the
          Airports must leave the curbside upon loading within the service
          response time, and may not re-cycle through the Airports before
          proceeding with their outbound trips.

     4.   The Contractor shall assume responsibility for providing shared ride
          service that is currently operated by the Washington Flyer Express bus
          between National Airport, the Downtown Airports Terminal and hotels
          downtown. The Contractor shall operate this service on a demand basis.
          Washington Flyer Express bus service from National Airport to points
          other than Washington Dulles International Airport shall be
          discontinued as Shared Ride service begins.

C.   Passenger Information.

     The Contractor shall place in each van in a location where they may be
     easily and clearly read by passengers: 1) a description of the rates, 2)
     the approximate fares to the most


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     frequently requested locations, and 3) the driver's name and photo. The
     Authority reserves the right to direct the Contractor to alter the display
     of such information within each vehicle.

D.   Equipment.

     1.   The Contractor shall furnish the type, quantity, and quality of vans
          necessary to provide a high quality service capable of meeting the
          requirements of all airline passengers and their accompanying baggage,
          maintained in proper working order at all times to adequately provide
          for the safety and comfort of passengers. Vans shall be obtained by
          the Contractor directly through lease or purchase, or indirectly
          through subcontract or other arrangements with van owner/operators, or
          through a combination of lease, purchase, or subcontract arrangements.
          Upon commencement of the Operating Period, the Contractor shall
          provide, at a minimum, the number of full-size vans projected in its
          proposal, as shown in Exhibit B.

     2.   The Contractor is required to operate vehicles which utilize
          environmentally-friendly, clean-burning fuels (such as, compressed
          natural gas, propane, bio-fuels, electricity, etc.). In the event that
          the Contractor chooses to utilize vans which operate on compressed
          natural gas, it shall have the option of utilizing bi-fueled vehicles
          until such time as compressed natural gas fueling is made available on
          or adjacent to the Airports.

     3.   All vans acquired at the outset of the Contract or added during the
          term of the Contract shall be new, full-size vans as approved by the
          Authority, and unless otherwise agreed by the Authority, shall be used
          for a period not to exceed four (4) years beyond the date the vehicle
          was titled new. A new vehicle shall be a vehicle that is titled new
          and is i) strictly new or ii) a dealer demonstrator model having no
          more than 12,000 miles. Vans shall not have been previously owned by a
          federal, state or local government or by a company in the business of
          leasing vehicles.

     4.   The Contractor shall provide a vehicle replacement plan to the
          Authority prior to its first scheduled replacement of vehicles. The
          Authority shall meet with the Contractor to review vehicle replacement
          needs, and agrees to give reasonable consideration to the Contractor's
          suggested replacement schedule.

          If, at any time during the term of the Contract, the Authority, based
          on its own observations of frequent and recurring public demand, or of
          service response times which do not meet the minimum service
          requirements as defined in Article IV.B., herein, determines that the
          number of vans is inadequate, it may upon written


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          notice, require the Contractor to place a reasonable number of
          additional vans into service in order to meet the service standards of
          the Contract. Such additional vehicles shall be placed into service by
          the Contractor within sixty (60) days of the Authority's written
          request, subject to market conditions and availability of vehicles.

     5.   Each van shall be numbered so that they begin with the number 001 and
          run through the actual number of vans placed in operation by the
          Contractor. Vans shall retain their existing fleet dispatch numbers
          until the vehicle is retired.

     6.   The following vehicle records and reports shall be maintained and
          provided to the Authority by the Contractor:

          a.   In order to adhere to the replacement schedule, the Contractor
               shall maintain accurate records on all vans in service as to
               mileage, and the day, month, and year each van was titled new.
               Such documentation shall be made available to the Authority
               within ten (10) business days from date of request

          b.   The Contractor shall submit a list to the Authority of vans which
               are initially proposed to be put into service. This list shall be
               submitted within thirty (30) days after the commencement date of
               the Operating Period of the Contract and shall include the
               vehicle make and model, mileage and the day, month and year each
               vehicle was titled new, fleet dispatch number assigned each
               vehicle, and the vehicle license number. The Contractor shall
               update this list as necessary and provide a copy to the
               Authority.

          c.   On February 1, June 1, and October 1 of each year, and at other
               times upon request by the Authority, the Contractor shall submit
               to the Authority a list of the vans in service. This inventory
               shall include the make, model, and manufacturer's model year,
               year titled new, fleet dispatch number assigned, and the vehicle
               license number. A vehicle mileage report shall be provided on
               October 1 of each year.

     7.   The Contractor shall clearly mark and paint Shared Ride vehicles with
          manufacturer's standard paint or equal, in accordance with color and
          design specifications approved in writing by the Authority. All
          vehicles shall be identically painted and permanently marked as
          described in Exhibit C.

     8.   At a minimum, all new Shared Ride vans shall be capable of carrying
          eight (8) passengers, including the driver, and their baggage, and
          should be equipped with the following: seat belts available for each
          passenger; appropriate equipment to assist passengers in entering or
          exiting the vans; a divider or restraint device


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<PAGE>   15


          between the last passenger seating row and the baggage area of the van
          to protect passengers from shifting luggage; and factory-installed
          heating and air conditioning.

     9.   During the term of the Contract, the Authority reserves the right, as
          an additional revenue control and identification requirement, to have
          each Shared Ride vehicle ouffitted with an automated vehicle tracking
          device. The Authority shall be responsible for the acquisition costs
          of the automated vehicle tracking devices and the Contractor shall be
          responsible for any costs associated with installing the automated
          vehicle tracking devices in its Shared Ride vehicles. The Authority
          shall provide the Contractor with sixty (60) days written notice prior
          to the date upon which the devices will be available for installation.
          If such an automated vehicle tracking device is requested, the
          Authority shall provide written specifications and other information
          to the Contractor, sufficient to permit the Contractor to install and
          operate the device. Output of the automated vehicle tracking device,
          in relationship to the Shared Ride service, shall be made available to
          the Contractor.

     10.  The Contractor shall provide for the thorough cleaning, washing and
          maintenance of the interior and exterior of all Shared Ride vehicles
          and equipment. Cleaning, fueling and maintenance shall be accomplished
          prior to commencing service each day and as necessary throughout the
          day.

     11.  The Contractor shall ensure that all vans and other equipment used in
          the Shared Ride operation are maintained in safe and satisfactory
          working condition. The interiors and exteriors of all vans shall be
          maintained in good condition. If the Authority, in its sole judgment,
          finds that any van is not 1) in a safe and satisfactory working
          condition, or 2) is not being maintained in a neat and clean condition
          throughout each day, the Contractor shall immediately remove such a
          vehicle from service and correct the condition or replace it.

     12.  The Contractor is required to comply with the Americans with
          Disabilities Act (ADA) and the federal regulations implementing ADA.
          The service provided by the Contractor to disabled passengers,
          including wheelchair users, shall be equivalent to that provided
          non-disabled passengers with respect to: 1) response time; 2) fares;
          3) geographic area of service; 4) hours and days of service; 5)
          availability of information; 6) reservations capability; 7) any
          constraints on capacity or service availability; and, 8) restrictions
          priorities based on trip purpose.

     13.  The Contractor shall provide, or subcontract for, a twenty-four (24)
          hour on-call tow truck service to assist any shared ride vehicle that
          becomes disabled within the Metropolitan Washington SMSA.



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<PAGE>   16
                            

E.   Employee Uniform Requirements:

     The Contractor shall require that uniforms are to be worn by all guest
     coordinators, drivers and supervisors. The Contractor's uniforms shown in
     its proposal are approved. Any modification of the approved uniforms shall
     be subject to approval by the Authority.

     1.   The Contractor shall provide each employee with a name plate
          containing engraved Washington Flyer logo and employee name/title to
          be affixed to the upper left pocket area of each uniform and at
          approximately the same location on each outer garment as specified by
          the Authority.

     2.   The Contractor shall establish and maintain an employee uniform
          appearance standard that meets the Authority's specifications. All
          employees must wear the appropriate uniforms and must maintain a neat
          and clean appearance at all times while on duty as a condition to
          their employment. The Contractor shall establish employee appearance
          standards which include, but are not limited to: prohibiting the
          wearing of headphones, the wearing of hats not part of the uniform,
          the chewing of gum, or the use of tobacco products while on duty.

     3.   The Contractor shall provide adequate supplies of uniform clothing to
          be available for new issue and reissue to employees during the period
          of the Contract. The Contractor shall insure that exact color, fabric,
          and style specifications remain consistent with all employees during
          the operating period of this Contract.

F.   Marketing Requirements:

     1.   The Contractor shall provide the Manager of the Washington Flyer
          Ground Transportation System with an annual marketing and promotion
          plan consistent with that described in its proposal, Exhibit B, in
          order to coordinate marketing activities among the participants in the
          System. In addition, the Contractor shall meet with the Manager of the
          Washington Flyer Ground Transportation System on a quarterly basis to
          summarize results of marketing activities for the previous ninety
          days.

     2.   Any advertising upon or within the Contractor's Shared Ride vehicles
          shall not be permitted without the prior written approval of the
          Manager of the Washington Flyer Ground Transportation System.



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<PAGE>   17

                                                       
                     ARTICLE V OBLIGATIONS OF THE AUTHORITY

A.   Collection of Shared Ride Fares.

     Fare collection at the Airports and at the Downtown Airports Terminal shall
     be the responsibility of the Authority and will be accomplished through the
     use of a separate contract issued by the Authority for ticketing services
     for the Washington Flyer Ground Transportation System. The Authority will
     use its best efforts to provide a level of staffing, to be mutually agreed
     upon by the Authority and the Contractor, at ticket sales locations that is
     appropriate to the level of passenger traffic anticipated and that is
     consistent with quality passenger service. Revenues from Shared Ride ticket
     sales collected at the Airports and the Downtown Terminal, as well as
     points of other origin, shall be reported to the Contractor on a periodic
     basis to be mutually agreed upon by the Contractor and the Authority.

     1.   National Airport: Ticket sales at Washington National Airport will be
          conducted initially at Washington Flyer counter locations in the
          Interim Terminal (in the bag claim area), and in the Main Terminal (at
          the north end in the United Terminal, and in the south end in the
          Northwest Terminal). When the new North Terminal opens, ticket sales
          will be conducted at two the Ground Transportation Information Centers
          (GTICs) at the bag claim level, at three ticket sales podiums located
          at the north, center and south ends of the bag claim level, and at a
          location in the Main Terminal proximate to passenger traffic (to be
          determined by the Authority after final airline space assignments have
          been made).

     2.   Washington Dulles International Airport: Ticket sales at Washington
          Dulles International Airport will be conducted at Washington Flyer
          counter locations in the East and West Ground Transportation Centers
          within the Main Terminal.

B.   Washington Flyer Ground Transportation System Marketing: The Authority
     shall include the Shared Ride service in its efforts to market the
     Washington Flyer Ground Transportation system, and shall use its best
     efforts to incorporate input from the Contractor in the development of the
     Washington Flyer annual marketing plan. The Authority's marketing program
     currently includes, but is not limited to, preparation and distribution of
     promotional materials, as well as participation in tourism and travel trade
     shows.

C.   Interactive Video System: The Authority currently employs a program of
     general passenger information presented via interactive video kiosks.
     Airport users can use the interactive video kiosks to obtain information
     about the Airports, the region, airport services and ground transportation
     options. In addition to providing general information to passengers, the
     kiosks will also offer the capability to pre-arrange services through a



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<PAGE>   18


     direct telephone link and credit card reader located at the kiosks.

     The Authority agrees to limit the information provided on the kiosks
     regarding competitors of the Shared Ride service to that typically found in
     "Yellow Pages" (telephone directory-type) listings. The Authority shall
     configure the interactive video kiosks such that passengers cannot use the
     direct phone link or credit card reader to arrange ground transportation
     services directly with Shared Ride providers other than the Contractor.

                       ARTICLE VI. FINANCIAL CONSIDERATION

In consideration of the rights and privileges to be granted to the Contractor by
the Authority, the Contractor shall pay to the Authority as compensation
therefor, during each Contract Year of the Contract, the following fees:

A.   In addition to all other charges or costs required to be paid or borne by
     the Contractor herein, the Contractor shall, during the term of the
     Contract, pay the Authority the greater of the Minimum Annual Guarantee or
     a Per Trip Fee, based on the number of vehicle trips departing from the
     Airports. The fee shall be paid to the Authority in lawful currency of the
     United States of America in the following manner:

     1.   Minimum Annual Guarantee: On the first day of each calendar month
          during the Operating Period of this Contract, the Contractor shall pay
          to the Authority, without demand or invoice by the Authority, an
          amount equal to one twelfth of the Minimum Annual Guarantee due for
          that Contract Year. The Minimum Annual Guarantee for each Contract
          Year is as follows:

                            Amount Expressed      Amount Expressed
          Contract Year        in Figures             in Words
          -------------     ----------------      ----------------

          First                 $150,000      One Hundred Fifty Thousand Dollars
                                
          Second                $300,000      Three Hundred Thousand Dollars
                                
          Third                 $500,000      Five Hundred Thousand Dollars
                                
          Fourth                $500,000      Five Hundred Thousand Dollars
                                
          Fifth                 $500,000      Five Hundred Thousand Dollars
                            
          TOTAL CONTRACT YEARS 1-5:

          $1,950,000        One Million Nine Hundred Fifty Thousand Dollars



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<PAGE>   19

                                                                
     2.   Per Trio Fee: By no later than the 15th day after the beginning of
          each calendar month during the Operating Period of this Contract and
          the month after the expiration or termination of this Contract, the
          Contractor shall pay to the Authority, without demand or invoice by
          the Authority, a sum of money equivalent to the difference between the
          Minimum Annual Guarantee paid for the prior month, and the Per Trip
          Fee multiplied by the total number of outbound trips, from the
          Airports, carrying at least one passenger, during the prior month. Per
          Trip Fee payments shall be deemed delinquent if not received by the
          twentieth calendar day of the month. The Per Trip Fee bid by the
          Contractor is as follows: 

                            Amount Expressed      Amount Expressed
          Contract Year        in Figures             in Words
          -------------     ----------------      ----------------

          First                 $1.40         One Dollar and Forty Cents 
                               
          Second                $1.00         One Dollar and No Cents 
                               
          Third                 $1.40         One Dollar and Forty Cents
                               
          Fourth                $1.40         One Dollar and Forty Cents 
                               
          Fifth                 $1.40         One Dollar and Forty Cents
                           
          The total number of outbound trips carrying at least one passenger
          shall be reported by the Contractor in its monthly Certified
          Statement, which shall be submitted with the Per Trip Fee payment by
          the fifteenth day of each month. As a revenue control enhancement, the
          Authority reserves the right to implement an Automatic Vehicle
          Identification (AVI) system, as described in Article IVE.8, and to
          require that the Contractor outfit each of its vehicles with an AVI
          tracking device.

     3.   Transfer of Funds. Subject to periodic adjustment by the Authority,
          the Authority or its agent shall transfer proceeds of tickets sold by
          the Authority or the agent, after deductions for credit card fees, to
          the Contractor's commercial bank account designated for this purpose,
          at a frequency of no more than once per week. Said transfers may be
          made at intervals greater than once per week if the parties mutually
          agree upon a process under which the Authority would advance funds to
          the Contractor and the advanced funds would subsequently be reconciled
          against ticket sales proceeds. The agreement between the Authority and
          the Contractor for the transfer of funds shall be detailed in Exhibit
          D.



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<PAGE>   20


     4.   Remittances. All remittances shall be made payable to the
          "Metropolitan Washington Airports Authority", and be forwarded to:

                    Metropolitan Washington Airports Authority
                    P.O. Box 2143
                    Merrifield, Virginia 22116-2143
                    Attention: Accounting Branch

          All payments must be accompanied by the itemized monthly statement
          setting forth the purpose and period for which payment is being made.
          The Authority reserves the right to implement procedures for
          electronic funds transfer in place of direct remittances.

B.   Itemized Certified Statement. By no later than the 15th day of the
     following month, the Contractor shall provide to the Authority a monthly
     statement showing its total Gross Receipts, the number of outbound and
     inbound trips from the Shared Ride operation for the preceding month, and
     the total number of inbound and outbound passengers, in such form and
     detail which the Authority may reasonably request, including a level of
     detail equivalent to the Contractor's own general ledger delineations. The
     format of the Itemized Certified Statement to be submitted by the
     Contractor is shown in Exhibit E attached hereto.

C.   Annual Statement. Within ninety (90) days following the end of each
     Contract Year, the Contractor, at its own cost and expense, shall provide
     to the Authority schedules of Gross Receipts and concession fees paid for
     the Contract Year. Said statement shall be prepared by an independent
     certified public accountant (CPA). The statements shall also include a
     statement by the independent CPA that, in his/her opinion, the schedules of
     such receipts and fees have been prepared in accordance with GAAP and in
     accordance with the terms and conditions of this Contract. Such statement
     shall also contain a list of the vehicle trips, by month, as shown on the
     books and records of the Contractor and which were used to compute the fees
     paid to the Authority during the period covered by the Annual Statement.
     The Authority reserves the right to approve the Contractor's selection of
     the independent CPA, if the independent CPA is not an entity of national
     repute. The Authority reserves the right to conduct its own audit of the
     Contractor's Annual Statement, in addition to or in lieu of the CPA audit.

     1.   Additional Payment if Fees Underpaid. If the schedules provided by the
          Contractor to the Authority pursuant to Article V.E. herein with
          respect to any Contract Year indicate that the amount of Per Trip Fees
          which the Contractor paid to the Authority with respect to such
          Contract Year was less than the amount of Per Trip Fees due and owing
          for such Contract Year under the terms of this Contract, then the
          Contractor shall pay the difference to the Authority.


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<PAGE>   21


     2.   Credit if Fees Overpaid. If the schedules provided by the Contractor
          to the Authority pursuant to Article V.E., with respect to any
          Contract Year indicate that the amount of Per Trip Fees which the
          Contractor actually paid to the Authority with respect to such
          Contract Year was greater than the amount of Per Trip Fees due and
          owing for that Contract Year under the terms of this Contract, then
          the amount of such excess shall be credited to the concession fees
          next due and owing from the Contractor to the Authority, unless the
          Contract has expired, in which event such amount shall be promptly
          refunded to the Contractor by the Authority. Any such payments are
          subject to final audit and reconciliation of payments due to the
          Authority.

                       ARTICLE VII. PERFORMANCE GUARANTEE

A.   The Contractor shall, at its own cost, deliver a performance guarantee to
     the Authority within thirty (30) calendar days prior to the commencement of
     the Operating Period of the Contract, in the amount of Seventy-Five
     Thousand Dollars ($75,000). Contractor's proposal guarantee (a cashier's
     check in the amount of $20,000) shall be held by the Authority as a
     performance guarantee until the Authority receives the performance
     guarantee specified in the preceding sentence.

B.   This performance guarantee is required in order to guarantee performance of
     the Contract by the Contractor and shall be subject to claim in full or in
     part by the Authority in the event of default of the Contractor for failure
     to fully perform the Contract. The Contractor must ensure that the
     performance guarantee is maintained at all times in the proper amount
     throughout the term of the Contract.

C.   The amount of said performance guarantee may be subject to adjustment at
     the end of each Contract Year, to an amount equal to fifty percent (50%) of
     the Minimum Guaranteed Rent for the next Contract Year.

D.   The performance guarantee, at the option of the Contractor, may be in the
     form of an irrevocable letter of credit from a bank (with a bank rating of
     "B" or better by Sheshunoff Information Systems), or by a certified check,
     cashier's check, or money order, acceptable to the Authority and made
     payable to the Authority, which will be deposited into an Authority bank
     account upon receipt. The performance guarantee may also be in the form of
     a performance bond, issued by an insurance company that is acceptable to
     the Authority.

E.   If the Contractor fails to provide or maintain the performance guarantee in
     effect at any time during the term of this Contract, the Contractor shall
     be in default and the Contract may be terminated by the Authority.


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<PAGE>   22


                                                            
                   ARTICLE VIII. INDEMNIFICATION AND INSURANCE

A.   The Contractor shall assume all risks incident to, or in connection with,
     its operations under the Contract; shall be solely responsible for all
     accidents or injuries to persons or property caused by its operations under
     this Contract; and shall indemnify, defend, and save harmless the
     Authority, its authorized agents and representatives, from any and all
     claims, suits, losses, or damages, including attorney's fees, for injuries
     to persons or property, of whatsoever kind or nature, arising from any act
     or omission of the Contractor, its agents, employees, or customers.

B.   Notwithstanding the above indemnification, the Contractor shall give the
     Authority notice of any matter covered hereby and shall forward to the
     Authority every demand, notice, summons, or other process received in any
     claim or legal proceeding covered hereby. The Contractor shall provide and
     maintain at its expense during the Operating Period, the following
     insurance coverage from an insurance company or companies possessing a
     rating of B+10 or higher from the A.M. Best Company or an equivalent
     rating.

     1.   Workers Compensation and Employer's Liability: Virginia Statutory
          Limits with All States Endorsement for Workers' Compensation and
          $1,000,000 in Employers' Liability.

     2.   Commercial General Liability Insurance: $5,000,000 Combined Single
          Limit for Bodily Injury and Property Damage per occurrence or
          $3,000,000 Bodily Injury and $3,000,000 Property Damage. Coverage must
          include Broad Form Contractual, Property Damage, Products-Completed
          Operations, Personal Injury, Premises-Operations, Independent
          Contractors and Subcontractors, and Fire Legal Liability.

     3.   Comprehensive Automobile Liability Insurance: $1,000,000 Combined
          Single Limit for Bodily Injury and Property Damage per occurrence for
          owned, non-owned, and hired vehicles.

C.   Said policy or policies of insurance shall contain a provision that written
     notice of cancellation, alteration, or any material change thereof shall be
     delivered to the Authority not less than thirty (30) days in advance of the
     effective date thereof, and in no event shall such policies be cancelled by
     the Contractor without the Authority's prior written consent unless
     equivalent replacement policies are then issued and available. All
     policies, except Workers Compensation and Employer's Liability shall
     identify the Authority, its agents, employees, and representatives and the
     Contractor's leasehold mortgagee(s), if any, as additional insured in a
     manner satisfactory to the Authority. Said policy shall cover only claims
     arising from events addressed in the Contract.



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<PAGE>   23


     If, in the Authority's opinion, the minimum limits of the insurance herein
     required have become inadequate during the term of the Contract, the
     Contractor agrees that it will increase such minimum limits by reasonable
     amounts on request of the Authority, provided that said coverage is
     available at standard commercial rates.

D.   The Contractor shall deliver each policy and certificate of required
     coverage to the Authority for approval upon execution of the Contract.
     Certificates shall be issued to:

          For National Airport:

               Contract Management Branch, MA-132
               Metropolitan Washington Airports Authority
               Washington National Airport
               Washington, DC 20001

          For Dulles Airport:

               Contract Management Branch, MA-236
               Metropolitan Washington Airports Authority
               P.O. Box 17045
               Washington Dulles International Airport
               Washington, DC 20001

            ARTICLE IX. QUALITY OF PERFORMANCE AND LIQUIDATED DAMAGES

The following provisions relate to the quality of the service that the Authority
expects to be provided to the public under the Contract. The Contractor agrees
that it is obligated to perform the following provisions, that nonperformance
denigrates the quality of the service, and therefore, is in violation of this
Contract, and that the amount of damages suffered by the Authority following
damages are a reasonable approximation of the Authority's actual damages. The
occurrence of any of the following situations may result in the imposition of
liquidated damages. The Authority will notify the Contractor within seven (7)
days following the incident if liquidated damages will be imposed for the
incident. Liquidated damages shall not be imposed for the first violation of
each type listed below observed by the Authority during each Contract Year; the
Contractor shall receive a written warning from the Authority instead. Failure
to impose liquidated damages for a particular violation shall not bar the
Authority from imposing liquidated damages for subsequent violations of the same
nature.

A.   Guest Coordinator Performance and Shuttle Service. Between 6:00 a.m. and
     Midnight, for each time that the Authority observes a passenger seeking to
     board a shuttle at the dispatch area when the dispatch area is unattended,
     the Contractor shall pay the Authority Fifteen Dollars ($15.00) in
     liquidated damages. Each time that the Authority observes the


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<PAGE>   24


     frequency of shuffle service below the minimum service prescribed in
     Article IV.B., herein, the Contractor shall pay the Authority a Fifteen
     Dollar ($15.00) liquidated damage fee.

B.   Vehicle Maintenance. Except in an emergency, the Contractor shall not allow
     its drivers or its employees to perform maintenance to shuffles or private
     vehicles, including washing, changing oil or filters, or making engine or
     body repair on the Airports, unless specifically authorized by the
     Authority. Also, overnight parking, and the storage of tires and automotive
     parts, shall not be permitted. The Contractor shall take appropriate and
     reasonable steps to prevent such practices from occurring. For each time in
     which the Authority observes the Contractor's drivers and/or employees
     performing any of the aforementioned maintenance or storage other than as
     herein permitted, the Contractor shall pay the Authority One Hundred
     Dollars ($100.00) in liquidated damages.

                               ARTICLE X. NOTICES

A.   All notices, consents, and approvals required under the term of this
     Contract shall be given by a designated representative of the party by or
     in whose behalf they are given and delivered either by hand or certified
     mail, postage prepaid, return receipt requested, and addressed as follows:

     1.   To the Authority:

               For National Airport:
               Airport Manager, MA-100
               Metropolitan Washington Airports Authority
               Washington National Airport
               Washington, DC 20001

               For Dulles Airport:
               Airport Manager, MA-200
               Metropolitan Washington Airports Authority
               Washington Dulles International Airport
               P.0. Box 17045
               Washington, D.C. 20001

          With a copy to:
               Manager of Commercial Programs, MA-50
               Metropolitan Washington Airports Authority
               44 Canal Center Plaza
               Alexandria, Virginia 22314


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<PAGE>   25


                                                             
          or to such other address as the Authority may, from time to time,
          designate in writing to the Contractor.

     2.   To the Contractor:

               President
               Washington Shuffle, Inc.
               2100 Huntingdon Avenue
               Baltimore, MD 21211

          or other addressees as the Contractor may, from time to time,
          designate by notice to the Authority.

B.   The date of the notice, if mailed by certified mail, shall be the date in
     which the notice is deposited in an office of the United States Postal
     Service.

                 ARTICLE XI. TRADEMARKS, SERVICE MARKS, OR LOGOS

A.   The Contractor acknowledges and agrees that the Authority is the sole and
     lawful owner of certain trademarks, service marks and logos (the
     "Proprietary Marks" and "Trade Dress"), including but not limited to
     "Washington Flyer". The "Washington Flyer" trademark is shown in Exhibit F.
     The Contractor is hereby authorized to use the mark "Washington Flyer" in
     connection with its operations under the Contract. The Contractor agrees
     not to infringe upon, harm or contest the rights of the Authority in and to
     the use of these Proprietary Marks and Trade Dress. The Contractor further
     recognizes that any and all goodwill arising from the use of the name
     "Washington Flyer" inures to the benefit of the Authority and the
     Contractor has no property right to said goodwill.

     The Contractor further agrees that after termination or expiration of this
     Contract, it will not directly or indirectly at any time or in any manner
     identify any other business with the Washington Flyer Proprietary Marks or
     Trade Dress; nor will it use, or attempt to influence others to use, in any
     manner or for any purpose, any of the Proprietary marks or Trade Dress,
     similar words or designations, or any colorable imitation thereof.

B.   The Authority acknowledges and agrees that SuperShuttle International, Inc.
     ("SuperShuttle") is the sole and lawful owner of certain trademarks,
     service marks and logos (the "Proprietary Marks" and "Trade Dress"),
     including but not limited to "SuperShuttle". The "SuperShuttle" trademark
     is shown in Exhibit F.

     The Authority acknowledges that only SuperShuttle and its designated
     licensees or franchisees shall have the right to use the SuperShuttle
     Proprietary Marks and Trade Dress and that use of said Proprietary Marks
     and Trade Dress is granted for only so long as the license granted to the
     Contractor as a franchisee of SuperShuttle Franchise Corporation



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<PAGE>   26


     ("License Agreement") remains in force, and only in connection with the
     conduct of the SuperShuttle Transportation System. Therefore, the
     Authority's non-exclusive right to use the trademark "SuperShuttle" is
     derived solely from and subject to the terms and conditions of the
     Contractor's License Agreement and this Contract. Such right is limited to
     the Authority's operations of the Airports beginning with the effective
     date of this Contract and for the Period of the Contract plus any Option
     Years granted the Contractor under this Contract, unless sooner terminated
     in accordance with the provisions of this Contract. The Authority agrees
     not to infringe upon, harm, contest or oppose, nor to assist anyone else to
     contest or oppose, directly or indirectly, the rights of the Contractor or
     SuperShuttle in and to the use of these Proprietary Marks.

     The Authority agrees that its usage of the Proprietary Marks and Trade
     Dress and any goodwill established thereby shall inure to the exclusive
     benefit of SuperShuttle. The Authority further agrees that after the
     termination or expiration of this Contract, it will not directly or
     indirectly at any time or in any manner identify any other business with
     the SuperShuttle Proprietary Marks; nor will it use, or attempt to
     influence others to use, in any manner or for any purpose, any of the
     Proprietary Marks or Trade Dress, similar words or designations, or any
     colorable imitation thereof.

C.   Any other trademarks, service marks or logos created or developed or the
     Shared Ride concession not utilizing any of the SuperShuttle Proprietary
     Marks or Trade Dress shall be the property of the Authority.

                        ARTICLE XII. SCRIP REIMBURSEMENT

From time to time, the airlines serving the Airports may provide passengers with
Ground Transportation or Passenger Accommodation Vouchers ("scrip") for use on
Washington Flyer shuffles. The arrangements under which the Contractor receives
cash payments for scrip shall be between the Contractor and the individual
airline(s) issuing the scrip. The Contractor may stipulate reasonable terms and
conditions to the airlines serving the Airports regarding the acceptance, use
and payment of scrip including, but not limited to, the provision for
administrative handling fees and late charges for payments not received within a
thirty (30) day period.

           ARTICLE XIII. STANDARD PROVISIONS FOR CONCESSION CONTRACTS

"Standard Provisions to Concession Contracts of the Metropolitan Washington
Airports Authority", dated March 1, 1994 (revised), is provided as attached,
incorporated and made a part of this Contract. In the event of a conflict
between the provisions of this Contract and the attached Standard Provisions,
the foregoing provisions of this Contract shall govern.




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<PAGE>   27


     IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
counterparts effective February 1, 1996:


                   METROPOLITAN WASHINGTON AIRPORTS AUTHORITY


WITNESS:


/s/ [ILLEGIBLE]                    /s/ CLYDE J. BINGMAN
------------------------------     --------------------------------------------
                                   Clyde J. Bingman
                                   Manager
                                   Commercial Programs Division








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<PAGE>   28





     IN WITNESS WHEREOF, the Parties hereto have executed this Contract in
counterparts effective February 1, 1996:


                            WASHINGTON SHUTTLE, INC.


ATTEST:


/s/ [ILLEGIBLE]                    /s/ Mark L. Joseph
------------------------------     ------------------------------
                                   (Name) Mark L. Joseph


                                              [SEAL OF WASHINGTON SHUTTLE, INC.]

                                   President
                                   ---------------------------------------------
                                   (Title)               (Seal)




                             SECRETARY'S CERTIFICATE

     I, Neal C. Nichols, certify that I am Secretary of the corporation named as
Contractor herein, that Mark L. Joseph who signed this Contract on behalf of
said Contractor was then President of said corporation; that said Contract was
duly signed for and on behalf of said corporation by authority of its governing
body and is within the scope of its corporate powers.


                                              [SEAL OF WASHINGTON SHUTTLE, INC.]

              /s/  NEAL C. NICHOLS
              ------------------------------ (Corporate Seal)
                 (Secretary's Signature)











Concession Contract
Contract No. MWAA-C3-96-0l
Page 26 of 26