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                                                                   Exhibit 10.31

                    PURCHASE OF SHARED RIDE DISPATCH SYSTEMS

                          TERMS AND CONDITIONS OF SALE

THIS PURCHASE AGREEMENT made as of the 28 day of June 1995 between Digital
Dispatch Systems Inc. ("DDS"), with an office at 7100 River Road Richmond, B.C.
V6X 1X5 and SuperShuttle Franchise Corporation (the "Customer"), with an office
at 4610 South 35th Street, Phoenix, AZ 85040.

WHEREAS:

A.       DDS has developed a Taxi Dispatch System and will modify this system to
         meet the exact needs of the Customer and create the Shared Ride
         Dispatch System, and

B.       DDS has agreed to sell such systems to the Customer for aid in the
         business operations of the Customer, on the terms and conditions set
         out in this Agreement.

C.       DDS has agreed to license the Software to the Customer for its use in
         the System.

THIS AGREEMENT WITNESSES that in consideration of the premises and the
obligations of the parties set out in this Agreement, the parties agree as
follows:

1.      DEFINITIONS

        As used in this Agreement, unless the context otherwise requires, the
        following terms shall have the meanings set out below;

         (a)      "Application Software" means all software developed by DDS,
                  other than the operating system software and software provided
                  by other vendors like Microsoft, and Computer Associates, and
                  excludes all software which doesn't reside on the Host Server
                  or workstations for reservation agents, supervisors or
                  dispatchers. The Application Software is provided under a
                  Software License Agreement attached hereto as Attachment E.
                  The Application Software will include all functions and
                  features listed in the Functional Specifications Document

         (b)      "Contract" means the agreement between DDS and the Customer,
                  as evidenced by the Contract Documents;

         (c)      "Contract Documents" means those documents set forth in
                  Subsection 4.2, which documents collectively and exclusively
                  constitute the Contract;



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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

         (d)      "Deliverables" means the items listed in Attachment A;

         (e)      "Delivery Point" means the location of the Customer's Office,
                  or the location here the System is to be installed;

         (f)      "Documentation" means any documentation, including manuals,
                  DDS is obligated to provide to the Customer, under this
                  Agreement, as set out in Attachment D;

         (g)      "Functional Specifications Document" means the document to be
                  prepared by DDS and the customer, describing features and
                  functions in the system, associated with implementation of the
                  System, that are not capable of resolution at the time of
                  execution of this Agreement;

         (h)      "FOB" means free on board at the Delivery Point; the price
                  quoted includes delivery at the expense of DDS to the Delivery
                  Point;

         (i)      "Hardware" means the hardware to be supplied by DDS under the
                  terms of this Agreement;

         (j)      "Premises" means those physical sites, or vehicles, under the
                  control of the Customer or which the customer has access to,
                  in which the various components of the System are to be
                  installed;

         (k)      "Products" means the Hardware and Software to be supplied by
                  DDS under the terms of the Agreement;

         (l)      "Proposal" means the quotation of DDS for a Shared Ride
                  Dispatch system dated June 7, 1994;

         (m)      "Purchase Order" means a purchase order, in respect of the
                  System issued by the Customer to DDS;

         (n)      "Services" means all services to be performed by DDS under the
                  terms of this Agreement;

         (o)      "Software" means all the software provided by DDS, other than
                  operating system software.

         (p)      "System Service Agreement" means any written agreement entered
                  into by the parties, with respect to the service of the
                  Hardware and Software;

         (q)      "System" means the Shared Ride Dispatch system the components
                  of which are described in Attachment A, resulting from the
                  performance of Services and the installation and turn on of
                  Products.


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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE


                  The System will also mean a subsequent system purchased by the
                  Customer as defined in section 2, purchased for a location
                  other than Phoenix, which will have it's own Deliverables and
                  System Price;

         (r)      "System Acceptance Date" means date of Customer acceptance of
                  the System, as defined in Subsection 13.0.

         (s)      "System Price" means the sum of US$255,050 for the Phoenix
                  System, subject to adjustment as provided in this Agreement;

         (t)      "Software Development Cost" means the sum of US$275,000 which
                  will cover the costs of developing the Application Software in
                  accordance with the Functional Specifications Document and
                  also give the Customer 1000 pre-paid run-time licenses for the
                  Application Software.

2.       PURCHASE AND SALE OF SYSTEM AND PRODUCTS

         DDS will sell the System to the Customer and the Customer will purchase
         the System and the pre-paid run-time licenses from DDS upon the terms
         and conditions set forth in this Agreement. In addition the Customer
         may purchase other or more components of the System as priced in
         Attachment F of this Agreement.

         The Customer will purchase additional Systems for locations other than
         Phoenix, by composing a complete System from the individual components
         listed in Attachment F. The prices listed in Attachment F will be valid
         till Dec. 31, 1995, after which time these prices will be adjusted to
         reflect increase in Consumer Price Index ("CPI") for 1995 for DDS
         manufactured products. The prices listed in Attachment F will be
         subject to price increases and decreases by various vendors of DDS for
         DDS supplied products which are not manufactured by DDS.

         Each and every one of these new Systems will be considered as a
         separate purchase and all the terms and conditions in this Agreement
         will apply to them.

         The 1000 pre-paid run-time licenses for the Application Software may
         used, re-sold or distributed by the Customers in other SuperShuttle
         franchises or locations. The Customer has the right to charge a license
         fee for these licenses which fee will be kept by the Customer.

3.      FUNCTIONAL SPECIFICATIONS

         After the execution of this Agreement, DDS shall finalize the
         Functional Specifications Document in consultation with the Customer
         which will detail all the functions and features required for the Super
         Shuttle dispatch operations. A draft copy of the Functional
         Specifications is attached as Attachment G. DDS will develop all the
         features listed in this document.


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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

         If DDS and the Customer cannot agree to the contents of the Functional
         Specifications Document three weeks from the date of signing this
         Agreement, then either party may cancel this Agreement without any
         penalties to either party. Once the Functional Specifications Document
         has been signed off by both parties, this Agreement may not be
         canceled.

4.       CONTRACT DOCUMENTS AND THEIR PRECEDENCE

4.1      DDS shall not be responsible for delivering any materials, labor,
         equipment, consultation, Application Software, software or any other
         item not explicitly referenced in, or required for meeting, the terms
         of the Contract Documents.

4.2      The Contract Documents collectively and exclusively constitute the
         Contract governing the relationship between the parties. The Contract
         Documents are as follows:

         (a)      this Agreement and any amendments to it;

         (b)      the Functional Specifications Document;

         (c)      Letter of Intent dated November 2, 1994

         In the event of an inconsistency between or among Contract Documents,
         the priority of documents shall be in the order set forth above.

5.       REQUEST FOR CHANGES

5.1      CHANGES TO HARDWARE CONFIGURATION

         The Customer shall deliver to DDS, in writing, any request for
         additions, modifications or changes to the System. Provided the request
         is within the general scope of the contract, DDS shall, within a
         reasonable period of time from receipt of request, issue to the
         Customer a written quotation detailing the effect, if any, on the
         implementation schedule and the System Price. If the Customer does not
         accept the quotation, in writing, within ten days of receipt of the
         quotation, the quotation shall be deemed to have been withdrawn. If the
         Customer accepts the quotation in writing, this Agreement shall be
         deemed to be amended in accordance with the quotation and the parties
         shall set out, in writing, to be signed by the parties, the amendment
         agreed upon as above.

5.2      CHANGES TO FUNCTIONAL SPECIFICATIONS DOCUMENT

         The Customer may make as many changes as he wants, without an increase
         in the Software Development Costs, to the Functional Specifications
         Document till it is approved in writing by both parties. Significant
         changes to the Functional Specifications will however cause delays in
         delivery of the Application Software from the agreed upon schedule as
         outlined in Attachment H.



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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

         After the approval of the Functional Specifications Document by both
         parties in writing, the Customer shall deliver to DDS, in writing, any
         request for additions, modifications or changes to the Functional
         Specifications. DDS shall, within a reasonable period of time from
         receipt of request, issue to the Customer a written quotation detailing
         the effect, if any, on the implementation schedule and any additional
         Software Development Costs. If the Customer does not accept the
         quotation, in writing, within ten days of receipt of the quotation, the
         quotation shall be deemed to have been withdrawn. If the Customer
         accepts the quotation in writing, this Agreement shall be deemed to be
         amended in accordance with the quotation and the parties shall set out,
         in writing, to be signed by the parties, the amendment agreed upon as
         above. Any additional software development costs will be paid in full
         30 days after the delivery of such functionality and the costs will be
         computed at the rate of US$40 per hour for the year 1995, subject to
         annual national CPI increases.

6.       PURCHASE ORDERS

         Any Purchase Order issued in respect of this Agreement will be subject
         to the terms and conditions contained in this Agreement and, in the
         event of any inconsistency between this Agreement and such Purchase
         Order, this Agreement will govern unless DDS expressly in writing
         consents to a term of the Purchase Order overriding this Agreement.

         If any Purchase Order introduces a term or condition not covered by
         this Agreement, then DDS shall not be bound by such term or condition
         unless DDS expressly in writing consents to such term or condition.

7.       TAXES

         The Customer is responsible for and will pay all Federal State and
         other Taxes associated with the System after delivery to the Delivery
         Point. The Customer will, upon receipt of an invoice therefor,
         reimburse DDS for all such taxes which DDS may elect or be required to
         collect or pay upon the sale or delivery of the System.

8.       RISK OF LOSS

         Risk of loss or damage to the System will pass to the Customer upon the
         delivery of the System to the Delivery Point. Confiscation,
         destruction, theft or other loss of, or any damage to, the System will
         not diminish or release the liability of the Customer to pay for such
         System except where due to the negligence, intentional act or omission
         to act, of DDS.

9.       INSURANCE

         The Customer shall provide and maintain insurance on the System against
         all risks of loss or damage, in an amount not less than their full
         replacement value, with loss payable to DDS and the Customer as their
         interests may appear, from the date that risk of loss passes to the
         Customer, until such time as title passes to the Customer and the
         System Price has



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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

         been paid in full. The insurance will provide for ten (10) days
         written minimum cancellation notice to DDS, and the Customer will
         provide DDS with a certificate or other evidence of this insurance
         prior to the shipment of the System by DDS to the Customer. DDS will
         notify customer or customer's representative seven (7) days prior to
         delivery of the system to the delivery point.

10.      DELIVERY OF PRODUCTS AND DOCUMENTATION

10.1     DDS will deliver the System and Documentation to the Delivery Point no
         later than the dates agreed upon by the parties for the delivery of
         these items and will pay all costs of transportation, rigging and
         drayage connected with such delivery and all charges for insurance,
         while the System and Documentation are in transit to the Delivery
         Point.

10.2     The Customer shall inspect all System and Documentation upon receipt of
         them and shall notify DDS immediately when there is evidence of
         shipping loss or visible physical damage. DDS shall file all claims
         with the carrier when there is evidence of such loss or damage.

10.3     The Phoenix System will be delivered in phases as described in the
         Functional Specifications. The current schedule which is subject to
         change as per section 5.2 is described in Attachment H.

         a)     The first phase will be delivered 4 months after the written
                approval of the Functional Specifications for Phase I
                deliverable and features and upon receipt of payments as
                outlined in Section 12.2(a) and, payments which are due as
                described in Section 12.5.

         b)     The subsequent phases will be delivered as mutually agreed upon
                in writing in the Functional Specifications. Upon installation
                and written approval of Phase I, the phase II development will
                be undertaken and delivered.

11.      TITLE TO AND SECURITY INTEREST IN THE SYSTEM

11.1     Until all installments of the System Price are paid in full, which are
         the three payments described in Section 12.2, DDS shall retain title to
         and a security interest in the System and each unit thereof, all
         additions and accessories thereto and all replacements, products and
         proceeds thereof, each of which shall remain personal property
         regardless of the manner of its attachment to any other property. The
         Customer agrees that DDS will have the right to file financing
         statements or other documentation pursuant to applicable law to secure
         evidence of or perfect DDS' title to and security interest in the
         System and the Customer shall perform all acts and execute and deliver
         all documents that DDS may request to perfect and retain such title and
         security interest. Upon payment in full of the System Price, title to
         the Deliverables, as described in Attachment A hereto, will pass to the
         Customer.


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11.2     Until the title to the System passes to the Customer, the Customer will
         not, without prior consent of DDS, sell the System, or any part
         thereof, or create, or permit to exist, any encumbrances or security
         interests upon the System, and will promptly pay the full amount of,
         and discharge, all encumbrances and security interests which arise in
         respect of the System.

12.      SYSTEM PRICE AND PAYMENT TERMS

12.1     The System Price is exclusive of all applicable taxes which may be
         applicable to the supply of the subject matter of the Agreement and is
         FOB the Delivery Point.

12.2     Upon receipt of invoices from DDS, the Customer, or it's leasing
         company, will pay the System Price to DDS as follows:

         (a)      30% of the System Price upon execution of this Agreement;

         (b)      50% of the System Price upon shipment of the Products to the
                  Delivery Point;

         (c)      20% of the System Price upon acceptance of the System by the
                  Customer as outlined in Section 13. The Application Software
                  is being developed in Phases and has it's own payment schedule
                  as detailed in section 12.5 and the System Price payment,
                  including the final payment is not subject to acceptance of
                  the Application Software.

12.3     Each invoice presented by DDS to the Customer in accordance with this
         Agreement (other than the invoice for the initial payment upon
         execution of this Agreement which will be due and payable upon receipt)
         will be due and payable by the Customer within 30 days after the date
         of such invoice. In the event that there are partial shipments of
         Products to the Delivery Point, payments as outlined in 12.2(b) will be
         pro-rated.

12.4     The Customer will make payment of invoices by check.

12.5     The Software Development Cost is exclusive of all applicable taxes
         which may be applicable and is payable as follows:

         The total development cost of US$275,000 will be paid in installments
         without interest. The first installment of $10,000 to be paid
         immediately upon execution of this Agreement, US$15,000 upon acceptance
         of Functional Specifications Document and the remaining 10 equal
         installments of US$25,000 each to be paid quarterly starting 90 days on
         the date the Phase I of the Application Software is delivered at
         Phoenix and continuing for the next 9 consecutive quarters.


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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

13.      ACCEPTANCE TESTING

13.1     After installing the System and at a time mutually agreed upon by the
         parties, DDS will conduct Acceptance testing, according to the
         acceptance test procedures prepared by DDS and approved by the
         Customer.

13.2     The Customer shall, within 15 days, from completion of acceptance
         testing, identify in writing any deficiencies in the System. DDS shall
         diligently cure any deficiencies identified by the Customer,
         immediately upon receipt of notice of such deficiencies.

13.3     Upon completion of acceptance testing, the delivery and performance by
         DDS of the Services, and the curing of any deficiencies in the System,
         identified by the Customer in writing, the Customer will indicate its
         acceptance of the System by executing and delivering to DDS a
         certificate of acceptance. The Customer will not reject the System
         solely for the reason that it fails to conform with the specifications,
         requirements and functions set out in the Contract in an insignificant
         respect, provided that DDS cures such insignificant non-conformity with
         reasonable dispatch after receipt by DDS of notice in writing of such
         non-conformity.

14.      WARRANTY

14.1     DDS SUPPLIED HARDWARE

         DDS warrants that, for a period of 6 months from the date of delivery
         at the Delivery Point, the Hardware supplied under this Agreement will
         be free of defects resulting from defective materials or workmanship.
         DDS will provide, at its option and without charge, replacement parts
         or repairs for Hardware which fails as a direct result of defective
         materials or workmanship within the warranty period. DDS shall provide
         warranty service either at a DDS service center or the Customer's site,
         at the option of DDS. If defective Hardware is returned to DDS, the
         Customer will bear the cost of returning such Hardware to a DDS service
         center and DDS will bear the cost of delivering the repaired or
         replacement Hardware to the Customer. The Customer will be responsible
         for all damage to returned Hardware or components resulting from
         improper packing or handling by the Customer, and for loss in transit,
         notwithstanding any defect or non-conformity in the Hardware.

14.2     APPLICATION SOFTWARE

         DDS warrants that, for a period of 6 months from the date of System
         acceptance of the two phases of the Application Software as described
         in the Functional Specifications, Application Software supplied under
         this Agreement will be free of bugs and deficiencies in conforming to
         the Functional Specifications. DDS will fix deficiencies and provide
         bug fixes on a timely manner during the warranty period.

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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

         There is no warranty for the run-time licenses and they are being sold
         on a 'as is' basis. The run-time licenses can be supported under a
         separate Service Agreement, at prices as set forth in Attachment F.

14.3     LIMITED WARRANTY FOR HARDWARE

         The warranty provided above is a limited warranty and does not apply in
         the following circumstances:

         (a)      the Hardware has been damaged by misuse, accident, negligence
                  or failure to provide and/or maintain the environmental
                  requirements specified for such Hardware;

         (b)      the Hardware has been damaged by modifications, alterations or
                  attachments, made by the Customer, and not authorized by DDS;
                  or

         (c)      the Hardware has not been installed and/or operated in
                  accordance with DDS's instructions.

14.4     The warranties in Subsection 14.1 and 14.2 are the sole warranties made
         by DDS with respect to the System and DDS makes no other warranties or
         representations, express or implied, with respect to the System. The
         Customer acknowledges that there are no warranties that extend beyond
         the warranties described in this Agreement.

14.5     DDS does not warrant radio coverage. However, DDS will assist the
         Customer in determining the radio coverage and acknowledges that radio
         coverage for data transmissions should be very close to radio coverage
         for clear voice transmissions.

15.     REMEDIES OF DDS

        Default by the Customer under this Agreement shall include:

         (a)      Non-payment of any invoice when due or non-performance of any
                  obligation under this Agreement or breach by the Customer of
                  any warranty or representation contained in this Agreement;

         (b)      Sale encumbrance, seizure or attachment of the System or any
                  part thereof prior to the passing of the title to the
                  Customer;

15.1     If the Customer is in default of this Agreement, the following shall
         apply:

         (a)      DDS may withhold further delivery of Hardware and Services
                  until the default is remedied; and

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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

         (b)      If the Customer is in default of this Agreement and has not
                  cured the default within thirty (30) days, unless the said
                  default is a dispute over an invoice that is being researched
                  or discussed, all warranties and obligations of DDS relating
                  to the System shall automatically be suspended until the
                  default is cured.

                  In the event that the default is not cured by the Customer
                  within sixty (60) days, all warranties and obligations of DDS
                  relating to the System shall be terminated.

         (c)      DDS shall also have the right to declare the entire amount of
                  the unpaid balance of the System Price and any other charges
                  to be immediately due and payable and to exercise any other
                  remedy existing at law or in equity, including entering the
                  premises where the System is located and taking possession of
                  the System and all related documentation without notice or
                  demand, and the sale, lease or other disposition of the
                  System, without prejudice to any further or other claims which
                  DDS may have against the Customer. The Customer shall pay DDS
                  all costs and expenses, including legal fees, incurred in
                  exercising its rights and remedies.

15.2     If the Customer fails to pay an invoice within 30 days of the date of
         the invoice, DDS may charge the Customer interest on the overdue
         amount, from the date such amount became due, at the rate of 1.5% per
         month, compounded monthly or the maximum rate applicable by law,
         whichever is lower.

15.3     If a petition in bankruptcy shall be filed by or against the Customer
         or the Customer shall be adjudicated a bankrupt or insolvent or shall
         have made an assignment for the benefit of creditors or shall take
         advantage of any law for the benefit of debtors or if any action is
         commenced against the Customer to cause its assets to be placed under
         trusteeship or receivership or liquidated for the benefit of creditors
         of if the Customer voluntarily or by operation of law shall lose
         control of the operation of its business, except pursuant to a bona
         fide merger or acquisition, then DDS may immediately terminate this
         Agreement by notice to the Customer and DDS may, at its option take
         exclusive possession of the System wherever found and remove the System
         without legal process and the Customer shall pay all removal costs and
         any payments which have therefore been made on account of the System
         Price shall be retained by DDS and applied to such costs and charges,
         without prejudice to the right of DDS to recover any further damages
         which it may suffer from any cause.

15.4     The rights granted to DDS under this Agreement shall be cumulative and
         are in addition to rights provided to DDS by law or otherwise. To the
         extent permitted by law, DDS may exercise its rights concurrently or
         separately and exercise of any one remedy shall not be deemed an
         exclusive election of such remedy or to preclude the exercise of any
         other remedy.


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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

16.      REMEDIES OF THE CUSTOMER

         Default by DDS under this Agreement shall include:

         (a)    Non-delivery of the Hardware components as identified in
                Attachment A in a scheduled period, unless the delays are caused
                by the Customer and this non-delivery continues for a period of
                30 days from the date of written notice by the Customer;

         (b)    Non-performance by DDS relating to performance problems of the
                Hardware and the System which are left unattended or not
                corrected by DDS for a period of 30 days from the date of the
                written notice by the Customer;

16.1     If DDS is in default of this Agreement, the following shall apply:

         (a)    The final payment, which is the payment as described in section
                12.2 (c), is subject to all of the provisions relating to DDS's
                obligations being met;

         (b)    Any non-payment of an invoice or invoices related to the above
                listed defaults will not constitute a default on the part of the
                Customer.

16.2     If a petition in bankruptcy shall be filed by DDS, or DDS shall be
         adjudicated a bankrupt or insolvent or shall have made an assignment
         for the benefit of creditors or shall take advantage of any law for the
         benefit of debtors of if any action is commenced against DDS to cause
         its assets to be placed under trusteeship of receivership or liquidated
         for the benefit of creditors or if DDS voluntarily or by operation of
         law shall lose control of the operation of its business, except
         pursuant to a bona fide merger or acquisition, then the Customer may
         immediately terminate this Agreement by notice to DDS, without further
         liability.

16.3     The rights granted to the Customer under this Agreement shall be
         cumulative and are in addition to rights provided to the Customer by 
         law or otherwise. To the extent permitted by law, the Customer may
         exercise its rights concurrently or separately and the exercise of any
         one remedy shall not be deemed an exclusive election of such remedy or
         preclude the exercise of any other remedy.

16.4     If DDS sells or otherwise makes available the Application Software to
         any operators in the Airport Ground Transportation business in North
         America for a period of 10 years from the date of this Agreement, as
         detailed in section 29, then the Customer, in addition to all other
         remedies available to him at law or in equity, will be entitled as a
         matter of right to apply to a court of competent, equitable
         jurisdiction for such relief by way of restraining order, injunction or
         decree.

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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE


17.      LIMITATION OF LIABILITY

17.1     DDS's liability for damage to the Customer for any cause whatsoever,
         and regardless of the forms of action, whether in contract or in tort,
         including negligence, shall be limited to direct damage suffered by the
         Customer, and any damages payable by DDS shall not exceed the amount of
         money paid by the Customer to DDS.

17.2     DDS will not be liable to the Customer or any other person for any of
         the following:

         (a)      any special, indirect or consequential damage, including lost
                  profits, lost revenues, failure to realize expected savings,
                  or other commercial or economic losses, even if DDS has been
                  advised of the possibility of such damage;

         (b)      any damage caused by the failure of the Customer to meet the
                  responsibilities of the Customer set out in the Contract; or

         (c)      any loss or damage to any property or for any personal injury
                  or economic damage caused by the connection System to devices
                  or systems not supplied or approved by DDS.

18.     INSTALLATION

18.1     Each of the parties will perform and bear the cost of performing the
         installation responsibilities assigned to it in Attachment B.

18.2     DDS will supply the Customer with the information necessary to prepare
         the Premises for installation of the System. The Customer shall pay all
         expenses necessary to prepare a suitable place for installation of each
         part of the System with all necessary facilities, including electrical
         and communications wiring.

18.3     If the Customer or its nominee is to install any part of the System,
         the preparations of the Premises for installation of such part shall be
         completed before delivery.

19.      EDUCATION AND TRAINING

19.1     DDS shall provide training and training materials to the Customer as
         set out in Attachment C.

19.2     If the Customer requires training or training materials in addition to
         that referred to in Attachment C, DDS shall provide such training or
         materials, upon receipt of written request from the Customer, on a time
         and materials basis at times and places to be agreed upon by the
         parties.

19.3     The Customer shall make available a sufficient number of its personnel
         to be trained for the various jobs connected with the System.


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SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE

20.      DOCUMENTATION

20.1     DDS will provide Documentation to the Customer as described in
         Attachment D, which Documentation shall become the property of Customer
         upon delivery. The Customer is responsible for documentation listed
         under Customer's responsibilities. However, DDS will provide the
         Customer with the existing Taxi manuals in Microsoft Word format and
         the Customer will modify for it's own use.

20.2     The Customer may reproduce all Documentation provided by DDS to the
         Customer, provided that such reproduction is made solely for the
         internal use of the Customer and its employees, agents and
         subcontractors, and that such reproduction is subject to the obligation
         of confidentiality set forth in Section 24.

21.      SERVICE OF HARDWARE

         Following expiration of the applicable warranty periods provided that
         there is no System Service Agreement in effect between the two parties,
         DDS if requested, will provide, at rates and terms of DDS then in
         effect, service and parts for the Hardware, so long as such service and
         parts are generally available.

22.      PATENT AND COPYRIGHT INDEMNITY

22.1     DDS will defend the Customer from any claim that Products or
         Documentation infringe third party proprietary rights and will
         indemnify the Customer against any loss, damage and expense arising
         from any such action and all negotiations for its settlement of
         compromise provided that DDS is notified promptly in writing by the
         Customer and given full and complete authority, information and
         assistance for the defense of such claim and that no compromise of any
         claim is made without the prior written consent of DDS.

22.2     Notwithstanding the provisions of Subsection 23.1, DDS shall have no
         liability to the Customer for any claim of infringement where such
         claim results from any one of the following:

         (a)      combination of Products with hardware and/or software not
                  supplied or authorized by DDS;

         (b)      alteration or modification of Products by or for the Customer,
                  by a person other than DDS, if a claim of infringement could
                  have been avoided by the absence of such alteration or
                  modification;

         (c)      any hardware or software that is not supplied by DDS; or

         (d)      compliance by DDS with designs or specification or change
                  orders which originate with and are furnished by the Customer.

                                     PAGE 13
<PAGE>   14
SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE


22.3     THE FOREGOING STATES THE ENTIRE LIABILITY OF DDS UNDER THIS AGREEMENT
         WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, DESIGNS AND OTHER
         PROPRIETARY RIGHTS.

22.4     The Customer shall indemnify and hold DDS harmless against any expense,
         judgment or loss arising out of, based upon, or in connection with
         infringement or claims of infringement of any third party proprietary
         rights which are based upon results from any one or more of the
         following:

         (a)      the Customer's unauthorized modification or alteration of any
                  Product; or

         (b)      use of any Product in a manner not authorized or contemplated
                  by DDS.

23.      CHANGES TO PRODUCTS

         DDS may, without prior approval from or notice to the Customer, at no
         cost to the Customer, make changes to the Products, which do not affect
         physical or functional interchangeability, or performance at a higher
         level of assembly, in the following circumstances:

         (a)      when required for safety purposes; or

         (b)      to meet present or future product specifications of DDS.

24.      PROPRIETARY RIGHTS AND CONFIDENTIALITY

24.1     DDS reserves for itself all proprietary rights and to all designs,
         engineering details, an other data pertaining to the Products and to
         all discoveries, inventions, patent rights, trade secrets, know-how or
         other proprietary data arising out of work done in connections with
         manufacturing, installing, testing and operating the Products.

24.2     Each of the parties will keep confidential and protect from
         unauthorized disclosure by its employees, agents or customers, any
         confidential information or know-how which may be disclosed to it by,
         or otherwise learned from, the other party. Information will not be
         considered confidential if such information can be demonstrated to have
         been in the public domain prior to this disclosure to the receiving
         party or to have been in the public domain by any means other than an
         unauthorized act of disclosure on the part of the recipient or any of
         its employees, agents or customers. In the event of any breach of this
         Section, the party whose information has been disclosed will be
         entitled as a matter or right to apply to a court of competent,
         equitable jurisdiction for such relief by way of restraining order,
         injunction, decree or otherwise as may be appropriate to ensure
         compliance with this Section.

24.3     DDS acknowledges that in the development of the Functional
         Specifications for the Application Software for the Customer, the
         Customer may disclose its trade secrets to DDS and some of these trade
         secrets may result in a feature or function of the System.


                                     PAGE 14
<PAGE>   15
SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE


         Therefore, DDS agrees not to sell such systems to the Customer's
         competitors as described in section 29.

24.4     The Customer acknowledges that prior to the signing of this Agreement,
         DDS had developed a comprehensive specifications for the Para-Transit
         industry and that a large portion of the Functional Specifications
         Document is based upon the Para-Transit specifications and existing
         technologies from the Taxi and Courier products of DDS, Therefore,
         nothing in this Agreement will imply that DDS cannot sell similar
         systems to the operating companies in the Para-Transit, Taxi and
         Courier industries.

25.      ACCESS TO PREMISES

         The Customer will provide timely access to all premises, according to
         agreed upon schedules, for design, installation and testing purposes.

26.      EXCUSABLE DELAYS

         Neither party will be responsible for any delay in performance or
         failure to perform, if such delay or failure results from causes beyond
         the control of that party, including acts of God, delay or failure of
         transportation, governmental acts or other reason of a like nature not
         being the fault of the delaying party. All periods fixed for the
         performance of obligations of the parties will be extended for a period
         of time equal to any such delay in performance or failure to perform.

27.      GENERAL PROVISIONS

27.1     Neither party will assign this Agreement without the consent of the
         other party and any attempt to do so will render this Agreement void,
         except that a party may assign this Agreement to a successor in
         ownership of all or substantially all of the assets of this assigning
         party.

27.2     If any provision of this Agreement is wholly or partially invalid or
         unenforceable, such invalid or unenforceable provision will be
         severable from the remainder of this Agreement and such remainder will
         be interpreted as if the invalid or unenforceable provision had not
         been a part of it.

27.3     All questions concerning the construction, validity and operation of
         this Agreement will be governed by the laws of the jurisdiction in
         which the Customer is located and the courts of such jurisdiction will
         have jurisdiction (but not exclusive jurisdiction) to hear and
         determine all questions relating to this Agreement.

27.4     The Contract represents the entire agreement between the parties with
         respect to the subject matter or this Agreement and no documents or
         representations other than the Contract Documents shall be used in
         interpreting it.


                                     PAGE 15
<PAGE>   16
SUPERSHUTTLE INTERNATIONAL INC.                     TERMS AND CONDITIONS OF SALE


27.5     This Agreement shall inure to the benefit of and be binding upon the
         successors and assigns of the parties.

27.6     Any notices required to be given under this Agreement will be given in
         writing and either mailed by prepaid registered mail or sent by telex
         or other visible form of electronic media or delivered to the addresses
         stated below or to such other address as either party may substitute by
         written notice to the other. Any such notice will be deemed to be
         received, if mailed, when in the ordinary course of transmission it
         should have been delivered but in no event later than five business
         days after the time of mailing, if sent by telex or other visible form
         of electronic media, upon the date of receipt, and, if delivered upon
         the date of delivery. If normal mail service is interrupted by postal
         dispute or force majeure, notice will be delivered and not mailed.

27.7     All dollar amounts are stated in the legal currency of the Government
         of the United States of America.

27.8     Controlling Law. This Agreement, including all matters relating to the
         validity, construction, performance, and enforcement thereof, shall be
         governed by the laws of Arizona.

28.      CONFLICTS WITH THE UNIFORM COMMERCIAL CODE

         If the terms of this contract or any remedies provided hereunder are
         deemed to be in conflict with any provision of the Uniform Commercial
         Code or other commercial statue of Canada or of any state or Federal
         enactment of the United States, the terms and remedies of the contract
         shall be deemed to supersede and control.

29.      EXCLUSIVITY USE OF SOFTWARE

         DDS will not sell the Application Software to any of the operators in
         the Airport transportation business for a period of 10 years from the
         date of this Agreement. Provided the Customer is not in breach of this
         Agreement and has paid for the System and the Application Software in
         full then, DDS acknowledges that the Customer is currently in the
         airport ground transportation business on a national basis and that the
         Customer's plans to expand are a primary motivation for them to enter
         this Agreement.

30.      SOURCE CODE

         DDS will provide the source code for the Application Software to the
         Customer on an 'as is' basis for the sole use to maintain, modify or
         enhance the System upon payment by the Customer of the Software
         Development Costs in fill as described in section 12.5. Under no
         circumstances will the Customer be able to sell or transfer title of
         the source code of the Application Software to any other party.

                                     PAGE 16
<PAGE>   17
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE


         All intellectual property rights, including without imitation all
         derivative works and modifications. in and to the Application Software
         by the Customer, will remain the property of DDS. The terms of this
         section shall survive the termination of this Agreement.

31.      REPRESENTATIONS AND WARRANTIES OF DDS

31.1     DDS represents that it has developed a multiple transmitter and
         receiver site Network Controller which will be used in the Phoenix
         system.

31.2     DDS represents that it has developed a Digital Signal Processing based
         high speed modem which works at 4800 bits per second data speeds of
         transmission on data quality radios like the Motorola Spectras.
         These modems will be used in the new KST 260 MDT.

31.3     DDS represents that the KST 260 MDT and the associated Redundant Base
         Controller are capable of at least 8000 inbound and outbound messages
         per hour per radio channel, when the Customer supplied mobile radios
         have an transmitter attack time of 35 milliseconds or less. For a fleet
         of 135 vehicles, this allows for at least 1 message per vehicle every
         two minutes, or 30 messages per hour per vehicle. Each message can be
         inbound to the host with an outbound answer from the host, or an
         outbound instruction from the host with its inbound acknowledgment.
         For bigger fleets additional radio frequencies will be required.

31.4     DDS will implement the capability of supporting the Motorola MDC 4800
         protocol on the KST 260, 8 months after the delivery of complete
         documentation by either the Customer or Motorola to DDS. Development
         time frame for this protocol will be finalized upon delivery of the
         documentation pertaining to the MDC 4800 protocol. The Customer may use
         MDC 4800 compatible KST 260 or Motorola 7100 MDTs in other SuperShuttle
         locations where the MDC 4800 network is currently available.

         There will be a one time lump sum charge to the Customer for the
         development of the MDC 4800 protocol on the KST 260 which is currently
         estimated at $80,000.

31.5     DDS will implement an interface for the NCP, such that the existing MDC
         4800 networks can be utilized by the SuperShuttle franchises. However,
         the functionality of Application Software may be limited to the
         functionality and connectivity of the Motorola KDT 440 or the Motorola
         7100 CP terminals. This includes limitations of connectivity with a
         GPS receiver or magnetic swipe reader. Any changes required in the KDT
         440 or 7100 CP will not be the responsibility of DDS.

         There will be a one time lump sum charge to the Customer for the
         development of the NCP interface, which currently estimated at $15,000.
         DDS will implement this Interface, 2 months from receiving a Purchase
         Order for this work.


                                     PAGE 17
<PAGE>   18
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE


37.      REPRESENTATIONS AND WARRANTIES THE CUSTOMER

         The Customer represents that as long as DDS delivers the Application
         Software as described in the Functional Specifications Document and
         Hardware as described in this Agreement and continues to offer to the
         Customer competitively priced state-of-the-art technologies including
         R.F. modem technology, while providing agreed to service quality, and
         DDS is not in breach of any of its representations made in section 31,
         then the Customer will purchase additional Systems for SuperShuttle
         owned locations and make available the System for purchase to
         SuperShuttle franchises, where appropriate, exclusively from DDS.



IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized representatives as of the day and year first above written.


   Super Shuttle International Inc.       DIGITAL DISPATCH SYSTEMS INC.

By: /s/ Edward V. Hatler                  By: Illegible Signature
   ------------------------------             --------------------------------
                                                 (Authorized Signatory)

Name:     Edward V. Hatler                Name: Illegible Signature
     ----------------------------               ------------------------------
Title: Vice President/CIO                 Title: President
     ----------------------------               ------------------------------
Date:  June 28, 1995                      Date:  May 19, 95
     ----------------------------               ------------------------------
Address for Notice:                       Address for Notice:
4610 South 35th Street                    7100 River Road
Phoenix, AZ 85040                         Richmond, B.C., Canada
U. S. A.                                  V6X IX5

                                     PAGE 18
<PAGE>   19
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE


                                  ATTACHMENT A
                               SYSTEM DELIVERABLES
<TABLE>
<CAPTION>
    NO. DESCRIPTION                                QTY        UNIT         Extended
--------------------------------------------------------------------------------------
<S>                                                <C>       <C>          <C>
   HARDWARE
   1  DEC Pentiums Host Servers                      2        9,000        18,000
   2  Report Printer LA 310                          1          685           685
   3  Terminal Server 16 ports                       1        1,340         1,340
   4  Modems for Credit Card & Support               2          170           340
   5  KST-260 Mobile Data Terminals                120          900       108,000
   6  Cable for MDT                                110           50         5,500
   7  Trimble internal GPS receivers               120          355        42,600
   8  Multiple site Network Controller               1       10,000        10,000
   9  Redundant Base Controller Multisite            3        7,100        21,300
  10  V.32 9600 bps Land line Moderns                6          800         4,800
  11  Call Out H/W (4 lines)                         2        1,300         2,600
  12  Credit Card Swipes                           110           45         4,950

  SOFTWARE LICENSES
  13. License for SCO Unix & Ingres                  2        2,600         5,200
  14. License for maps of Arizona                    1          995           995
  15. Shared Ride Dispatch License AU                2          n/c           n/c

OTHER SERVICES
16. Travel, shipping, hotels, Material             lot        8,740         8,740
17. Project Implementation Services                lot       20,000        20,000

      TOTAL PHOENIX PRICE                                                 255,050
</TABLE>

  ADDITIONAL HARDWARE AND SOFTWARE
  (TO BE SUPPLIED BY CUSTOMER):

  HARDWARE

1.       Res Agent workstations 486 DX2-50, 8MB, 250MB disk Ethernet card, 14"
         SVGA monitor

2.       Mapping & Dispatcher stations 486 DX2-50, 12MB, 250MB disk Ethernet
         card, 17" or 21" SVGA monitor

SOFTWARE

3.       FIT TCP/IP S/W license one per Res Agent or Dispatcher workstation,
         Micro-soft windows 95 or WFWG 3.1.1

4.       Andyne GQL for each Report generation workstation


                                     PAGE 19
<PAGE>   20
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE

                                  ATTACHMENT B

                          INSTALLATION RESPONSIBILITIES

DDS

1.       Install all System components supplied, including:

         -        Install base station controller

         -        Install data modems & Telephone line co-ordination

         -        Install all DDS Supplied Dispatch Center equipment

         -        Installation support to customer on MDTs

CUSTOMER

1.       Provide all land lines.

2.       Installation site preparation as below:

         -        power requirements

         -        ambient environment

                  - temperature
                  - humidity
                  - vibration
                  - dust
                  - static electricity

3.       Install and provide adequate power to the Dispatch Center and
         Administrative Office.

4.       Install MDTs in vehicles.


                                     PAGE 20
<PAGE>   21
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE

                                  ATTACHMENT C
                         TRAINING AND TRAINING MATERIALS

DDS

1.       Mobile Data Terminal Installer Course

2.       Driver Training Course

3.       Reservation Agent Course preparation assistance

4.       Supervisor's Course preparation assistance

5.       System Manager's Course


CUSTOMER

1.       Driver Training



                                     PAGE 21
<PAGE>   22
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE

                                  ATTACHMENT D
                                  DOCUMENTATION

DDS RESPONSIBILITIES

1.       Functional Specifications Document

2.       Acceptance Test Procedures

3.       System Manual

4.       Drivers Instructor's Manual

CUSTOMER RESPONSIBILITIES

1.       Dispatcher & Supervisor's Manual

2.       System Administrator's Manual

3.       Reservation Agent's Manual


                                     PAGE 22
<PAGE>   23
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE

                                  ATTACHMENT E
                            USER SOFTWARE LICENSE FOR
                           SHARED RIDE DISPATCH SYSTEM

THIS AGREEMENT is made as of the __________ day of___________ 1995. BETWEEN:

                  DIGITAL DISPATCH SYSTEMS INC.
                  7100 River Road
                  Richmond, B.C.
                  Canada V6X IX5
                  (herein called "DDS")
                                                               OF THE FIRST PART

AND:
                  SuperShuttle Franchise Corporation
                  4610 South 35th Street
                  Phoenix, AZ 85040


                  (herein called the "Licensee")
                                                              OF THE SECOND PART

WHEREAS:

A.       DDS has the right to sub-license and sell the software (machine
         executable code) and documentation relating to computer aided dispatch
         and/or digital communications systems, which proprietary software and
         documentation (hereinafter collectively referred to as the "Licensed
         Software") is generally known and described as:

         SHARED RIDE DISPATCH SYSTEM

B.       DDS and the Licensee have agreed that the Licensee will license the
         Licensed Software from DDS to use on the following computer equipment
         ("System") only:
<TABLE>
<CAPTION>
                  TYPE          MODEL         SERIAL NO.
<S>                             <C>           <C>
                  DEC Pentium   90 MHz        __________
                  DEC Pentium   90 Mhz        __________
</TABLE>

                                     PAGE 23
<PAGE>   24
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
$1.00 and other good and valuable consideration now paid by the Licensee to DDS
(the receipt and sufficiency of which is hereby acknowledged), the parties agree
as follows:

1.       DDS does hereby grant to the Licensee the non-exclusive right as
         licensee, for so long as the Licensee is the exclusive owner of the
         System, to use the Licensed Software, Shared Ride Dispatch Software,
         including any subsequent improvements or updates, for the sole purpose
         of operating and maintaining the System for its own internal business
         purposes. This right is restricted to use of the Licensed Software on
         the System and does not extend to operating the Licensed Software on
         any other equipment owned or used by the Licensee or any third party.

2.       The Licensee shall not have the right to loan, lease, sell or otherwise
         transfer to a third party all or any part of the Licensed Software, for
         use by that or any other party.

3.       The Licensed Software may only be copied in whole or in part (with the
         proper inclusion of copyright notice on the Licensed Software) for use
         on the System.

4.       This Agreement does not transfer to the Licensee any title or ownership
         to the Licensed Software or any of its parts.

5.       The Licensee, its employees, officers and agents shall, for so long as
         the licensee is an owner of System and thereafter, keep the Licensed
         Software secret and shall not communicate any part of it, directly or
         indirectly, to any third party without the prior written consent of
         DDS, which consent may be arbitrarily withheld.

6.       The License granted by this Agreement will terminate upon the Licensee
         ceasing to use the System or failing to comply with the terms of this
         License or at the option of DDS, if the Licensee is in default of any
         other written agreements with DDS, and the Licensee will return all
         Licensed Software to DDS within 72 hours of termination of the license
         granted by this Agreement.

7.       This Agreement shall be governed, at the option of DDS, either by the
         laws of the Province of British Columbia, Canada or the jurisdiction in
         which the address of the Licensee as detailed on page 1 is located and
         the courts of the Province of British Columbia will have the
         jurisdiction (but not exclusive jurisdiction) to hear and determine all
         questions relating to this Agreement.

8.       The Licensed Software shall not be used in any manner beneficial to the
         licensee at any sites other than those listed below.


                                     PAGE 24
<PAGE>   25
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE

DIGITAL DISPATCH SYSTEMS INC.




Per: /s/
     -----------------------------
         Authorized Signature



                                        CUSTOMER NAME:

                                        (Licensee)


                                        Per:  /s/
                                              ----------------------------------
                                                  Authorized Signature

                                        Per:  /s/
                                              ----------------------------------
                                                  Authorized Signature


                                     PAGE 25
<PAGE>   26
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE


                                  ATTACHMENT F
                                COMPONENT PRICING
<TABLE>
<CAPTION>
                                                                               UNIT    MONTHLY
NO.  DESCRIPTION                                                              PRICE      MAINT.
-------------------------------------------------------------------------------------------------
<S>                                                               <C>                    <C>
HARDWARE

1.  DEC Pentiums Servers 32MB mem, I Gb disk, Tape, Ethernet                 9,000
2.  Report Printer LA 310                                                      685
3.  Terminal Server 16 ports                                                 1,340
4.  Modems for Credit Card & Support US Robotics 14,400 bps                    170
5.  KST-260 Mobile Data Terminal                                               900         6
6.  Cable for MDT                                                               50
7.  Trimble internal GPS receivers                                             355         3
8.  Network Communications Controller                                        5,000-1      75
9.  Redundant Base Controller                                                7,100-2      75
10. V.32 9600 bps Land line Modems                                             800-4      20
11. Automatic Reservation Agent H/W                                          1,300-2      25
12. Credit Card Swipes track II only                                            45-
13. Multiple Sites Network Controller                                       10,000       100

SOFTWARE LICENSES

14. License for SCO Unix & Ingres                                            2,600
15. License for Map drawing s/w per work station                          pre-paid
16. MapInfo database for site                                                  995
17. Shared Ride Dispatch License (All Dispatch functions)                 pre-paid       650
18. Hot Standby Software                                                  pre-paid       250

OTHER SERVICES

19. Travel, shipping, hotels, Material                             5,000 to 10,000
20. Project Implementation Services                               15,000 to 30,000
</TABLE>


                                     PAGE 26
<PAGE>   27
SUPERSHUTTLE INTERNATIONAL INC.                    TERMS AND CONDITIONS OF SALE


                                  ATTACHMENT H
                   DELIVERY SCHEDULE FOR APPLICATION SOFTWARE


Subject to conditions as mentioned in section 10.3 (a) and 10.3 (b)

<TABLE>
<S>                                         <C>
1. Phase I of Functional Specifications     5 months from date of approval of
                                            Functional Specifications

2. Phase II of Functional Specifications    4 months from date of Acceptance of
                                            Phase I software
</TABLE>

                                     PAGE 27