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                                                                   Exhibit 10.27

                                    AGREEMENT
                                     Between
                                 BROWARD COUNTY
                                       AND
                       AAA WHEELCHAIR WAGON SERVICE, INC.
                                       for
                              PARATRANSIT SERVICES



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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
<S>                                                             <C>
   ARTICLE  1   DEFINITIONS AND IDENTIFICATIONS                    2

   ARTICLE  2   SERVICE AREA                                      12

   ARTICLE  3   SCOPE OF SERVICES AND SERVICE                     12
                DESCRIPTION

   ARTICLE  4   SERVICE STANDARDS                                 30

   ARTICLE  5   TRANSITION AND IMPLEMENTATION                     44

   ARTICLE  6   CONTRACTOR'S OBLIGATIONS                          44

   ARTICLE  7   COUNTY'S OBLIGATIONS                              46

   ARTICLE  8   REPORTS AND DOCUMENTS                             48

   ARTICLE  9   COMPUTERIZED TRIP MANAGEMENT SYSTEM               50

   ARTICLE  10  COMPENSATION AND COLLECTION                       54

   ARTICLE  11  TERM OF AGREEMENT                                 55

   ARTICLE  12  AGREEMENT COORDINATION AND                        56
                RESPONSIBILITIES

   ARTICLE  13  RECORDS AND AUDIT                                 56

   ARTICLE  14  CHANGES AND MODIFICATIONS                         57

   ARTICLE  15  TERMINATION                                       57

   ARTICLE  16  INSURANCE AND INDEMNIFICATION                     58

   ARTICLE  17  ASSIGNMENT AND/OR TRANSFER                        61

   ARTICLE  18  NOTICES                                           61

   ARTICLE  19  EQUAL EMPLOYMENT OPPORTUNITY                      62
                MINORITY BUSINESS PARTICIPATION AND
                COMPLIANCE WITH FEDERAL CIVIL RIGHTS
                REGULATIONS

   ARTICLE 20   STATE LAW AND COUNTY ORDINANCES                   65

   ARTICLE 21   SPECIAL PROVISIONS                                65

   EXECUTION    COUNTY                                            69
                CONTRACTOR                                        70
</TABLE>



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                                    AGREEMENT
                                     Between
                                 BROWARD COUNTY
                                       and
                       AAA WHEELCHAIR WAGON SERVICE, INC.
                                       for
                              PARATRANSIT SERVICES

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

                                      AND

      AAA WHEELCHAIR WAGON SERVICE, INC., its successors and assigns,
hereinafter referred to as "CONTRACTOR."

      WHEREAS, the Americans with Disabilities Act ("ADA") is a civil Rights Act
that was signed into law on July 26, 1990, which prohibits discrimination
against individuals with disabilities in the areas of employment, public
accommodations, transportation, communication, etc.; and

      WHEREAS, the ADA requires that the COUNTY provide complementary
paratransit services within the mandates of the ADA to qualified individuals
with disabilities who are unable to use a fixed route system; and

      WHEREAS, the ADA establishes criteria for the provision of such
paratransit services to qualified individuals with disabilities; and

      WHEREAS, ADA-qualified individuals with disabilities who, because of a
functional impairment, are unable to utilize the fixed route system will be
eligible for this paratransit service; and

      WHEREAS, COUNTY receives, from time to time, grant funds from the state
of Florida for the purpose of providing supplemental transportation
disadvantaged services; and

      WHEREAS, COUNTY has entered into an Agreement for the provision of
transportation services under and in accordance with COUNTY'S Memorandum of
Agreement ("MOA") with the State of Florida Transportation Disadvantaged
Commission, wherein COUNTY is to coordinate services for the transportation
disadvantaged, as said term is defined in Chapter 427, Florida Statutes (1995);
and



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        WHEREAS, COUNTY instituted the Competitive Procurement Process to choose
vendors to provide paratransit services for the transportation disadvantaged in
Broward County; and

        WHEREAS, the Selection Negotiation Committee selected CONTRACTOR and
recommends award of the nonexclusive right to provide paratransit services in a
designated area for Broward County to CONTRACTOR; and

        WHEREAS, CONTRACTOR is desirous of entering into an agreement with
COUNTY to provide reliable, dependable, cost-effective, and demand-responsive
ground transportation to ADA-qualified individuals with disabilities pursuant to
the mandates of the ADA and in accordance with Chapter 427, Florida Statutes
(1995), and to provide transportation services for the elderly, disabled, and
socially disadvantaged; NOW, THEREFORE,

        IN CONSIDERATION of the mutual terms and conditions, promises,
covenants, and payments hereinafter set forth, COUNTY and CONTRACTOR hereby
agree as follows:

                                    ARTICLE 1

                         DEFINITIONS AND IDENTIFICATIONS

        For the purposes of this Agreement and the various covenants,
conditions, terms and provisions which follow, the Definitions and
Identifications set forth below will control and govern and are agreed upon by
the parties:

1.1      ADA Trip: "ADA Trip" shall mean a one-way trip provided to a client
         certified eligible under the guidelines of the Americans With
         Disabilities Act, which meets the service criteria defined herein.

1.2      Administrator: "Administrator" shall mean the County Administrator of
         the Broward County government or his or her designee.

1.3      Advanced Reservation Service: "Advanced Reservation Service" shall mean
         service which is reserved by the client up to fourteen (14) days in
         advance under the ADA program.

1.4      Ambulatory: 'Ambulatory" shall mean any person who can enter, occupy,
         and exit as a passenger in a motor vehicle with limited assistance and
         does not require the use of special equipment such as wheelchair, or
         scooter, or bodily lifting by the driver.

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1.5      Americans With Disabilities Act of 1990 ("ADA"): "Americans with
         Disabilities Act of 1990" ("ADA") shall mean the Civil Rights Act
         signed into law on July 26, 1990, as Public Law 101-336, 104 Stat. 327,
         40 U.S.C. 12101-12213 and 47 U.S.C. 225 and 661, as it is currently
         enacted and as may be amended from time to time.

1.6      Annual Operating Report: "Annual Operating Report" shall mean an annual
         report prepared by the Community Transportation Coordinator detailing
         the designated area's operating and performance statistics for the most
         recent operating year.

1.7      Availability: "Availability" shall mean a measure of the capability of
         a transit system to be used by potential patrons, such as the hours the
         system is in operation, the route spacing, the seating availability,
         and the pick up and delivery time parameters.

1.8      Board: The "Board" shall mean the Board of County Commissioners of
         Broward County, Florida, its successors and assigns, which is the
         governing body of Broward County government.

1.9      Cancellations: "Cancellations" shall mean notification to the
         CONTRACTOR, by the client, at least two (2) hours in advance of the
         pick up time that a prearranged trip is no longer required.

1.10     Chapter 427, Florida Statutes: "Chapter 427, Florida Statutes" shall
         mean the Florida Statute establishing the Commission for the
         Transportation Disadvantaged and prescribing its duties and
         responsibilities as currently enacted or as may be amended from time to
         time.

1.11     Client (Passenger): "Client" shall mean an eligible recipient of the
         service.

1.12     Community Transportation Coordinator (CTC) "Community Transportation
         Coordinator" shall mean a transportation entity recommended consistent
         with Section 427.015(1), Florida Statutes, and approved by the
         Commission for the Transportation Disadvantaged, to ensure that
         coordinated transportation services are provided to serve the
         transportation disadvantaged population in a designated service area.

1.13     Companion: "Companion" shall mean a person, other than a personal care
         attendant, traveling with an ADA eligible client and having the same
         origin and destination as the eligible individual pursuant to 42 CFR
         Section 37.123(f).

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1.14     Complaint (Service Complaint): "Complaint (Service Complaint)" shall
         mean a routine incident which may occur on a daily basis, as reported
         to the Paratransit Customer Services staff, and is resolved within the
         course of a reasonable time period. Examples of Complaints include, but
         are not limited to, the following: Denial of Service, Scheduling
         Errors, Late Pick Ups, Client Behavior, Driver Behavior, and Passenger
         Discomfort.

1.15     Computerized Trip Management System (CTMS): "Computerized Trip
         Management System" shall mean a system comprised of the following
         components: a networked software package for real time paratransit
         scheduling and dispatch, a file server, workstations, data
         communication equipment (routers, hubs, modems, adapter cards, cabling,
         etc. . .) and associated data (for example: GIS map, client, trip,
         destinations, etc . . . ).

1.16     Contract Administrator: "Contract Administrator" shall mean the
         Director of the Division of Mass Transit or his/her designee.

1.17     Contracting Officer: "Contracting Officer" shall mean the Director of
         the Broward County Mass Transit Division, or those persons to whom
         contractual authority has been delegated.

1.18     Coordinating Board: "Coordinating Board" shall mean an entity locally
         known as the Broward County Coordinating Board (BCCB) composed of
         representatives appointed by the Metropolitan Planning organization to
         provide assistance to the Community Transportation Coordinator (CTC)
         relative to the coordination of transportation services.

1.19     coordination: "Coordination" shall mean the arrangement for the
         provision of transportation services to the transportation
         disadvantaged in a manner that is cost effective, efficient, and
         reduces fragmentation and duplication of services. Coordination is not
         the same as total consolidation of transportation and transportation
         disadvantaged services.

1.20     Coordination Contract: "Coordination Contract" shall mean a written
         contract between the Community Transportation Coordinator and an
         agency, which receives transportation funds and performs some, if not
         all, of its own services, as well as services of others, under certain
         conditions. The Contract reflects the specific terms and conditions
         that will apply to those agencies who perform their own transportation
         services to and from the coordinator.


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1.21     Core service Area: "Core Service Area" shall mean the portion of the
         complementary paratransit service area in which corridors with a width
         of three-fourths (3/4) of a mile on each side of each fixed route merge
         together, such that, with few and small exceptions, all origins and
         destinations within the area would be served.

1.22     COUNTY: "County" shall mean Broward County, a body corporate and
         politic and a political subdivision of the state of Florida.

1.23     Demand Response: "Demand Response" shall mean a transportation service
         characterized by flexible routing and scheduling of relatively small
         vehicles to provide door-to-door or point-to-point transportation at
         the client's request.

1.24     Denial/Refusal of Service: "Denial/Refusal of Service" shall mean any
         ride request which cannot be accommodated within the guidelines
         outlined in this Agreement.

1.25     Dispatcher: "Dispatcher" shall mean the person responsible for having
         every scheduled run leave from the designated originating location on
         time, maintaining schedules, and monitoring of the work force and work
         load on a minute-by-minute basis. In "Demand Response" transportation
         "Dispatcher" shall mean the person who assigns the customers to
         vehicles and notifies the appropriate drivers.

1.26     Door-to-Door Service: "Door-to-Door Service" shall mean transportation
         service which requires the driver to assist the client(s) from the main
         accessible door at the point of origin to the main door of the point of
         destination. This may include assisting the client(s) to lock/unlock
         the outside door at the origin-destination if requested by the
         client(s). This does not include lifting of any client(s).

1.27     Drivers: "Drivers" shall mean all drivers providing services for
         CONTRACTOR under this Agreement.

1.28     Escort/PCA: "Escort/PCA (Personal Care Attendant)" shall mean a person
         traveling as an aide to facilitate travel by a person with a
         disability. Personal care attendants may include, but are not limited
         to, nurses, caretakers, and parents of clients. Pursuant to 42 CFR
         Section 37.125(i), client shall indicate, at the time of
         registration, whether or not he or she travels with a personal care
         attendant. No fare shall be collected from an Escort/PCA.

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1.29     Excessive Trip Length : "Excessive Trip Length" shall mean a one way
         trip wherein the ride shall not exceed two (2) times the normal,
         direct-route ride time for a particular trip.

1.30     FDOT: "FDOT" shall mean the Florida Department of Transportation.

1.31     Fixed Route (Fixed Schedule) "Fixed Route" (Fixed Schedule) shall mean
         a system of transporting individuals on which a vehicle is operated
         along a prescribed route according to a fixed schedule.

1.32     FTA: "FTA" shall mean the Federal Transit Administration (formerly
         known as the Urban Mass Transportation Administration [UMTA]).

1.33     Grievance Process: "Grievance Process" shall mean a formal procedure,
         as provided by the BCCB, that provides a channel for the resolution of
         client disputes through discussion at progressively higher levels of
         authority, culminating in arbitration if necessary.

1.34     In Service: "In Service" shall mean the time a vehicle begins the route
         to provide transportation service to a client until the time the route
         is completed.

1.35     Inadequate Service: "Inadequate Service" shall mean service which
         includes, but is not limited to: rides that are over thirty (30)
         minutes late, missed trips, discourteous operators or personnel,
         vehicles that arrive more than fifteen (15) minutes early, excessive
         trip length, clients dropped off at wrong addresses, and other
         conditions, circumstances, or behaviors which have a substantial
         adverse effect on the trip or the client.

1.36     Incident: "Incident" shall mean an accident, any moving violation for
         which CONTRACTOR'S driver is issued a citation, or any event which
         occurs while CONTRACTOR is providing service, which requires the
         intervention of COUNTY, management of CONTRACTOR, and/or other
         governmental agencies.

1.37     Individual with Disability: "Individual with Disability" shall mean an
         individual who has a physical or mental impairment that substantially
         limits one or more of the major life activities of such individual, a
         record of such an impairment, or being regarded as having such an
         impairment, and is as more particularly defined in 42 CFR Section
         37.123(e).

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1.38     Medicaid Transportation: "Medicaid Transportation" shall mean
         transportation services to be provided for an eligible Medicaid
         recipient to receive Medicaid compensable services from providers
         including, but not limited to, physicians, clinics, dentists, or
         hospitals.

1.39     Memorandum of Agreement: "Memorandum of Agreement" shall mean the State
         of Florida Agreement for Transportation Disadvantaged Services
         purchased by federal, state, or local government transportation
         disadvantaged funds. The Agreement is between the Commission and the
         Community Transportation Coordinator and recognizes the Community
         Transportation Coordinator as being responsible for the arrangement of
         the provision of transportation disadvantaged services for a designated
         service area.

1.40     MTDAS PT: "MIDAS PT" shall mean the operating paratransit software and
         data component of the CTMS.

1.41     Missed Trip: "Missed Trip" shall mean when a CONTRACTOR does not pick
         up a client for a scheduled trip with the exception of a trip canceled
         by a rider or a rider no show. Rides canceled by the CONTRACTOR shall
         be considered a missed trip.

1.42     Mobility Aids: "Mobility Aids" shall mean a device or animal used by a
         person to facilitate travel, including, but not limited to, Escort/PCA,
         a wheelchair, walker or cane, or a service animal, such as a guide dog.

1.43     Multi-Loading: "Multi-Loading" shall mean the transportation of two or
         more persons in a shared ride mode in a common vehicle.

1.44     Next Day Service: "Next Day Service" shall mean a trip provided on a
         particular day in response to a request for service made by 5:00 p.m.
         the day preceding the day travel is requested.

1.45     No Show: "No Show" shall mean failure of a rider to cancel a
         prearranged trip within two (2) hours of the pick up time or failure to
         appear at the designated point within five (5) minutes of the arrival
         of the vehicle. Vehicle must arrive within fifteen (15) minutes before
         or after the scheduled time.

1.46     Non-Ambulatory: "Non-Ambulatory" shall mean any person who is mobility
         impaired and must be transported in a lift or ramp equipped vehicle.

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1.47     On Time: "On Time" shall mean service vehicle arriving within fifteen
         (15) minutes before or fifteen (15) minutes after the pick up time
         recorded at the time of the scheduled trip request. For example, for a
         pick up scheduled on the vehicle manifest as 10:15 a.m., riders shall
         expect to be picked up between 10:00 a.m. and 10:30 a.m. The vehicle is
         on time if it arrives no earlier than 10:00 a.m. and no later than
         10:30 a.m.

1.48     Off Peak: "Off Peak" shall mean a period of a day or night during
         which travel activity is generally low and a minimum of transportation
         is operated.

1.49     Paratransit: "Paratransit" shall mean comparable public transportation
         services required by the ADA for qualified individuals with
         disabilities who are unable to use fixed route transportation services,
         or service to other qualified individuals with disabilities, on demand,
         by reservations, by subscription, and on a shared-ride basis.

1.50     Passenger Miles: "Passenger Miles" shall mean the number of miles each
         individual fare-paying or sponsored passenger rides on the vehicles.
         This is a duplicated mileage count. For example, if ten (10) people
         ride together for ten (10) miles, there would be one hundred (100)
         passenger miles.

1.51     Passenger Trip: "Passenger Trip" shall mean a unit of service which is
         measured from the time a driver begins escort service for a passenger
         pick up to the time when the passenger is escorted to the arranged
         destination. Each different destination would constitute a passenger
         trip. This unit of service is also known as a "one-way passenger trip".


1.52     Personal Belongings: "Personal Belongings" shall mean passenger
         (client) property that can be carried by the passenger (client) and
         safely stowed for transport with the passenger (client) at no
         additional charge. "Personal Belongings" do not include for the
         purposes of this definition wheelchairs, child seats, stretchers,
         secured oxygen, or personal assistive devices.

1.53     Prescheduled Trip: "Prescheduled Trip" shall have the same definition
         as "Advanced Reservation Service."

1.54     Qualified Client: "Qualified Client" shall be defined as an individual
         with a disability who has been determined eligible for paratransit
         service.


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1.55     Reservation: "Reservation" shall have the same definition as "Advanced
         Reservation Service."

1.56     Response Time: "Response Time" shall mean elapsed time between an
         immediate request for service and the provision of service where the
         provision of service is measured as the time the vehicle arrives to
         pick up the client.

1.57     Revenue Miles: "Revenue Miles" shall mean the number of miles driven
         while passengers are in the vehicle. For example, if ten (10)
         passengers rode ten (10) miles together, there would be ten (10)
         revenue miles.

1.58     Rider: "Rider" shall mean a person or client who reserves and receives
         a trip through the operator.

1.59     Rider's Choice: "Rider's Choice" shall mean a paratransit system which
         allows the rider to choose between two (2) or more carriers for a trip.

1.60     Road Call: "Road Call" shall mean a count of the "in-service"
         interruptions caused by failure of some mechanical element of the
         vehicle. "Road Call" excludes accidents.

1.61     Routing: "Routing" shall mean the organization of individual pick ups
         and drop offs so as to maximize multi-loading and the efficient
         utilization of drivers and vehicles without undue burden or excess
         riding time for riders.

1.62     Rule 41-2, Florida Administrative Code: "Rule 41-2, Florida
         Administrative Code" shall mean the rule adopted by the Commission for
         the Transportation Disadvantaged to implement provisions established in
         Chapter 427, Florida Statutes, as currently enacted or as may be
         amended from time to time.

1.63     Same Day Service: "Same Day Service" shall mean the service that is
         provided to a client on the same day that a request for service is
         made.

1.64     Scheduling: "Scheduling" shall mean the assignment of a reservation to
         a route and the estimating of a pick up time for a rider based upon the
         rider's required arrival time at a designated location.

1.65     Service Animals: "Service Animals" shall mean any guide dog, signal
         dog, or other animal individually trained to work or perform tasks for
         an individual with a

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         disability, personal care attendant, or companion, including, but not
         limited to, guiding individuals with impaired vision, alerting
         individuals with impaired hearing, providing minimal protection or
         rescue work, pulling a wheelchair, or fetching dropped items.

1.66     Service criteria: "Service criteria" shall mean the six service
         measures used to define comparability between fixed route service and
         complementary paratransit service, which include service area, response
         time, fares, trip purpose, hours and days of service, and capacity
         constraints, as same are defined within the ADA.

1.67     Service Hours: "Service Hours" shall mean periods during which the
         Broward County Transit fixed route system operates and other periods as
         agreed to by the parties hereto.

1.68     Service Plan: "Service Plan" shall mean a three-year implementation
         plan which contains the goals the Community Transportation Coordinator
         plans to achieve and the means by which they plan to achieve them. The
         plan shall be approved and used by the Coordinating Board to evaluate
         the Community Transportation Coordinator.

1.69     Standee: "Standee" shall mean a rider who is allowed to ride the lift
         on lift-equipped vehicles. Whenever a standee rides a lift, the driver
         shall accompany the rider on the lift to ensure he/she does not slip or
         fall, unless a companion or personal care attendant is available to
         assist.

1.70     Standing Order: "Standing Order" shall mean a trip for which an
         individual goes to and from the same origin and destination, at the
         same time of day, at least once a week and requests the trip through a
         standing reservation rather than a daily request. Also referred to as a
         "Subscription Trip."

1.71     Stranded Passenger: "Stranded Passenger" shall mean a rider not picked
         up within one hour of his/her scheduled pick up time.

1.72     Subscription Trip: "Subscription Trip" shall mean a trip for which an
         individual goes to and from the same origin and destination, at the
         same time of day, at least once a week and requests the trip through a
         standing reservation rather than a daily request. Also referred to as a
         "Standing Order."

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1.73     Transferable Passengers: "Transferable Passengers" shall mean any
         person who uses a wheelchair who can enter, occupy, and exit a motor
         vehicle with limited or no assistance, not requiring the use of special
         equipment or bodily lifting by the chauffeur. For these trips, the
         wheelchair is safely and securely stored in the trunk or interior of
         the vehicle.

1.74     TD (Transportation Disadvantaged): "TD (Transportation Disadvantaged)"
         shall mean those persons who because of physical or mental disability,
         income status, or age are unable to transport themselves or to purchase
         transportation and are, therefore, dependent upon others to obtain
         access to health care, employment, education, shopping, social
         activities, or other life-sustaining activities, or children who are
         COMPREHENSIVE PARATRANSIT SERVICEcapped or high risk or at-risk as
         defined in Section 411.202, Florida Statutes.

1.75     TDSP (Transportation Disadvantaged Service Plan): "TDSP (Transportation
         Disadvantaged Service Plan)" shall mean Service Plan.

1.76     Transportation Contractor ("CONTRACTOR"): "Transportation Contractor
         ("CONTRACTOR")" shall mean one or more public, private for profit, or
         private nonprofit entities engaged by the Community Transportation
         Coordinator to provide service under the terms and conditions of this
         project.

1.77     Trip Sheet: "Trip Sheet" shall mean a record kept of specific
         information required by ordinance, rule, or operating procedure for a
         period of time worked by the driver of a public passenger vehicle in
         demand-response service. This is also known as a driver's log or
         manifest.

1.78     Unauthorized client: "Unauthorized Client" shall mean any client who
         does not meet the requirements of COUNTY'S paratransit eligibility
         process.

1.79     Unauthorized Location: "Unauthorized Location" shall mean a location
         outside the service boundaries in effect at the time of the trip,
         unless the trip has been specifically authorized in writing by COUNTY.

1.80     Vehicle Hour: "Vehicle Hour" shall mean the in service of a
         transportation vehicle for a period of one hour.

1.81     Vehicle Miles: "Vehicle Miles" shall mean the total number of miles
         driven by a vehicle within a specified time period, with or. without
         passengers aboard. This

                                      -11-

<PAGE>   14


         definition includes deadhead (mileage to/from a base location at the
         beginning of the day and at the end of the service day), maintenance,
         and non-revenue miles.

1.82     Will-Call: "Will-Call" shall mean a request for immediate response trip
         not pre-scheduled.

1.83     Window: "Window" shall mean the period of time allowed prior to and
         after the scheduled time of pick up of any rider(s).

                                    ARTICLE 2

                                  SERVICE AREA

2.1      Service Area: CONTRACTOR shall provide paratransit transportation
         services in full compliance with the terms and conditions set forth in
         Exhibit "A," attached hereto and incorporated herein by reference
         thereto, describing the boundaries of the service area in which the
         CONTRACTOR may provide service and the service components to be
         provided by CONTRACTOR, as defined within MIDAS PT.

2.2      Service Area Adjustments: COUNTY, in its sole discretion, retains the
         right to adjust the boundaries of CONTRACTOR's service area and service
         components as described by Exhibit "A." Any such adjustments shall be
         preceded by notice detailing such changes. Notice shall be provided
         thirty (30) days prior to any such adjustments, or as otherwise agreed
         to by the parties, and CONTRACTOR shall comply with said changes.

                                    ARTICLE 3

                    SCOPE OF SERVICES AND SERVICE DESCRIPTION

3.1      Program Objectives: The purpose of this program is to provide
         transportation services to qualified individuals with disabilities in
         accordance with the mandates of the ADA, to the transportation
         disadvantaged in accordance with the mandates of Chapter 427, Florida
         Statutes (1995), and to those persons meeting the criteria as defined
         by COUNTY (hereafter "Clients"). It is the COUNTY's intent that these
         services be provided in a method that maximizes participation,
         increases competition, is cost effective, and provides the best
         possible quality service to the transportation disadvantaged and
         individuals with disabilities. COUNTY reserves the right to enroll
         additional service providers into the program to meet the herein stated
         Program Objectives. Client's must be approved or certified by

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<PAGE>   15


         COUNTY. Only COUNTY shall provide certification information to
         CONTRACTOR.

3.2      Memorandum of Agreement (MOA): CONTRACTOR agrees to comply with all of
         the requirements of local, state, and federal laws relating to the
         provisions of transportation services and in accordance with all of the
         terms and conditions of the MOA, attached hereto as Exhibit "B" and
         incorporated herein by reference thereto, as currently existing or as
         may be amended from time to time.

3.3      CONTRACTOR Services: CONTRACTOR shall furnish at its sole cost and
         expense all facilities, labor, materials, and equipment required to
         provide all necessary service in the manner and form provided herein
         for transportation and scheduling with the exception of those
         facilities, labor, materials, and equipment provided for by COUNTY
         pursuant to the terms of this Agreement. These services shall be
         governed by the Memorandum of Agreement, the Transportation
         Disadvantaged Service Plan (TDSP) , and the ADA Paratransit Service
         Plan as currently enacted and as may be amended from time to time.

3.4      Scope of Work: CONTRACTOR shall provide services as per Exhibit "A".
         The COUNTY Transportation Option Program includes two service
         components: "Program Trips" and "Rider's Choice." Pursuant to the
         mandates of the ADA, CONTRACTOR agrees that it will not discriminate as
         to trip purpose and will comply with all local, state, and federal laws
         and regulations that apply to the provision of transportation under the
         ADA, transportation disadvantaged services required by Chapter 427,
         Florida Statutes (1995), Rule 41-2, Florida Administrative Code, and
         specific policies and procedures which relate to local sponsor agency
         requirements.

         3.4.1    "Program Trips": CONTRACTOR shall provide service to specific
                  large congregate sites and/or high volume agency locations as
                  designated by the COUNTY and as may be amended from time to
                  time. These are subscription trips which are based upon
                  geographically designated areas.

                  3.4.1.1. Program Trip Adjustments: COUNTY, in its sole
                           discretion, retains the right to adjust the Program
                           Trip assignments as provided for by Exhibit "A."

         3.4.2    "Rider's Choice": CONTRACTOR shall provide a driver assisted,
                  door-to-door, advance reservation program, to clients who
                  choose their service.

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3.5      Client Certification and Scheduling: Certification of eligibility,
         service, assignments, and authorization will be accomplished through
         linking the COUNTY'S CTMS with the CONTRACTOR's reservation and
         scheduling system. This system will provide a direct link between
         CONTRACTOR and COUNTY.

3.6      Types of Trips Provided Via Service Components and Responsibilities of
         the Parties per Type of Trip Provided: The following types of trips
         will be provided as part of the "Program Trip," "Rider's Choice,"
         service component program, and the parties hereto will have the
         following responsibilities per type of trip provided:

         3.6.1    "Pre-Scheduled Trips": These advanced reservation, demand
                  response, trips shall be provided on a first-come, first serve
                  basis.

         3.6.2    "Subscription Trips": ADA Paratransit riders shall have
                  priority for subscription trips when subscription capacity is
                  inadequate to meet all requests for subscription service.
                  CONTRACTOR shall maintain a list of subscription clients by
                  funding component to document the level of subscription
                  service provided and shall provide information to COUNTY upon
                  request. Information requested may include listing the number
                  of subscriptions scheduled, the days of the week of the
                  subscriptions, the pick up times for the scheduled
                  subscriptions, and any other information requested. COUNTY
                  reserves the right to set limits on the number of daily
                  subscription trips allowed in accordance with ADA regulations.
                  COUNTY shall allow clients to change providers for
                  subscription trips only one (1) time per calendar month, with
                  the change in service provider beginning on the first day of
                  the subsequent month, except in special cases as determined by
                  COUNTY.

         3.6.3    "Same Day Service": Requests for service made on the same day
                  may be provided at the discretion of CONTRACTOR. CONTRACTOR
                  shall make every reasonable effort to accommodate same day
                  trip requests.

         3.6.4    "County Special Trips": Trips requested by COUNTY staff to be
                  provided to clients involved with special COUNTY activities
                  outside the scope of ordinary service provision. These may
                  include, but are not limited to, ADA Eligibility and Appeals
                  transportation.


                                      -14-



<PAGE>   17


         3.6.5    "Emergency Trips": During emergency circumstances, including
                  but not limited to hurricane evacuation, as determined solely
                  by, and at the discretion of COUNTY, CONTRACTOR shall be
                  required to provide transportation on a will-call basis to all
                  riders including those who may not otherwise be eligible for
                  these services.

3.7      Provision of Service: Transportation service will be provided by
         CONTRACTOR as follows:

         3.7.1    Eligibility Determinations: Determinations are made as to
                  client eligibility for service in the following manner:

                  3.7.1.1  ADA Paratransit Eligibility: COUNTY has established a
                           certification process for ADA Paratransit Eligibility
                           as required by the ADA. Only those clients whose
                           disabilities prevent them from using the fixed route
                           system are eligible for this service. Once
                           certification has been established on specific
                           clients, COUNTY will provide CONTRACTOR with a list
                           of eligible ADA riders. If an individual is
                           transported without certification by COUNTY, COUNTY
                           shall not provide reimbursement for such trip(s).

                  3.7.1.2  Transportation Disadvantaged (TD) Funded Trips:
                           COUNTY determines eligibility and provides
                           authorization, and preserves the right to limit the
                           number of trips and/or prioritize by trip purpose for
                           Transportation Disadvantaged Sponsored Trips in
                           accordance with the eligibility criteria established
                           by the Florida Commission for the Transportation
                           Disadvantaged. Once authorization has been
                           established on specific clients, COUNTY will provide
                           CONTRACTOR with a list of eligible TD riders. If an
                           individual is transported without authorization by
                           COUNTY, COUNTY will not provide reimbursement for
                           such trip(s):

                  3.7.1.3  Agency-Funded Trips: Various other local agencies may
                           participate in the purchase of service arrangements
                           under this Agreement. Each agency shall determine
                           eligibility and provide authorization for Agency
                           Funded Trips in accordance with the eligibility
                           criteria established by the appropriate funding
                           agency. The appropriate funding agency will reimburse

                                      -15-



<PAGE>   18


                           CONTRACTOR for transportation services only if the
                           client was an eligible agency rider on the date of
                           the service.

         3.7.2    Reservations:

                  3.7.2.1  Reservation Hours (Reservations): Requests for
                           Service shall be made available to caller by
                           CONTRACTOR, through the use of a telephone operator,
                           seven (7) days a week between the hours of 8:00 a.m.
                           and 5:00 p.m. Reservations shall be made available
                           to client by CONTRACTOR through the use of
                           reservation agents, an answering service, or some
                           operable mechanical device, such as an answering
                           machine, during Saturdays and Sundays. Eligible
                           clients may reserve paratransit service up to
                           fourteen (14) days prior to the date of the desired
                           trip. Pick up times may be negotiated, however, an
                           ADA Paratransit Client may not be required to
                           schedule a trip to begin more than one hour before or
                           after the client's desired pick up time.

                  3.7.2.2  Required Records: For each caller, the call taker
                           shall, at a minimum, record the following information
                           on the Computerized Trip Management System (CTMS)
                           reservation screen:

                           A.       Name of Caller.

                           B.       Appropriate funding component of service.

                           C.       Caller's Paratransit Services Identification
                                    Number.

                           D.       Pick Up location.

                           E.       Drop Off location.

                           F.       Desired pick up time (if applicable).

                           G.       Desired drop off time (if applicable).

                           H.       Telephone number where caller can be
                                    reached.

                           I.       Number in party (PCA and/or Companion).

         3.7.3    Scheduling and Dispatching: All trips must be scheduled and/or
                  dispatched through CONTRACTOR's


                                      -16-


<PAGE>   19


                  local dispatch facility of the COUNTY supplied CTMS. The
                  COUNTY may within its sole discretion, under certain
                  circumstances, provide scheduling functions. The following are
                  requirements pertaining to scheduling and dispatching:

                  A.       Clients will not be permitted to request a specific
                           driver.

                  B.       CONTRACTORS shall use their best efforts to regularly
                           assign drivers to routes in order to best serve the
                           specific needs of their clientele.

                  C.       CONTRACTOR shall not restrict or prioritize
                           scheduling based upon trip purpose unless otherwise
                           directed by the COUNTY.

                  D.       All pick up and appointment times shall be confirmed
                           at the time the trip is reserved.

                  E.       CONTRACTOR shall be responsible for routing vehicles
                           in stop order (discharge order).

                  F.       If the CONTRACTOR fails to deliver a client to an
                           appointment on time, the client shall not be
                           penalized for the return trip when and if he/she
                           cannot be ready at the scheduled return pick up time.
                           A window of thirty (30) minutes will be given in
                           situations such as this from the time the client is
                           ready for his/her return trip.

                  G.       CONTRACTOR shall consider service for "will calls".

3.7.4    Daily Service Hours: CONTRACTOR shall provide paratransit
         transportation throughout CONTRACTOR's designated service area during
         the hours of COUNTY'S operations and as may be changed from time to
         time.

         3.7.4.1  COUNTY'S Current Hours of Operation: Monday through Saturday,
                  5:30 a.m. to 10:00 p.m., and Sundays and Holidays, 7:30 a.m.
                  to 8:00 p.m.


                                      -17-

<PAGE>   20
         3.7.4.2  Specific Holidays: Paratransit service shall be provided as
                  per COUNTY'S holiday schedule for fixed route service on: New
                  Year's Day, Labor Day, Memorial Day, Thanksgiving,
                  Independence Day, and Christmas Day.

3.7.5    Client Pick Up: CONTRACTOR shall be required to provide door-to-door
         service. Drivers must go into the lobbies or vestibules of buildings to
         seek out and/or assist a client; however, drivers are prohibited from
         entering residences. Sounding a horn at the curb shall be insufficient
         notification of a ride's arrival. When the client boards the vehicle,
         driver shall complete paperwork, or utilize an alternate automated
         system, indicating that the pick up has been made. The following
         information, at a minimum, shall be recorded by the driver:

         A.       Actual pick up time.

         B.       Actual vehicle odometer mileage.

         C.       Actual fare collected from the passenger.

         D.       Client signature on the ride ticket, manifest, and route
                  sheet.

         E.       Other information as may be required by COUNTY.

         3.7.5.1  Failure to Respond on Vehicle Arrival: If the client does not
                  respond upon the vehicle's arrival at the pick up point, the
                  driver will immediately radio the dispatcher to assist in
                  making every attempt to contact the client. If the client does
                  not appear, the driver shall request instructions from the
                  dispatcher. After waiting five (5) minutes the dispatcher may
                  direct the driver to continue on to the next scheduled pick
                  up. Reasonable attempts should be made to reach the client by
                  telephone.

3.7.6    Cancellations, No Shows, Denials:

         3.7-6.1  Cancellations: CONTRACTOR shall record cancellations in the
                  CTMS dispatch records on a daily basis. CONTRACTOR shall
                  notify the COUNTY of:


                                     - 18 -
<PAGE>   21
                  A.       Any instances of clients who establish a pattern of
                           cancellation of two hours or less prior to the
                           scheduled pick up time.


                  B.       Clients who refuse to pay the initial user fare.

                  C.       Clients who may need to be denied service due to
                           violent, seriously disruptive, or illegal behavior.

         3.7.6.2  No Shows: CONTRACTOR shall record no shows in the CTMS
                  dispatch records as they occur.

         3.7.6.3  Denials/Refusal of Service:

                  A.       CONTRACTOR may refuse to provide contracted
                           paratransit service to clients if vehicle capacity is
                           insufficient to accommodate the users at the time
                           they wish to travel. When service is refused for
                           vehicle capacity reasons, CONTRACTOR shall: refer
                           program participants to another contractor, who
                           provides similar service for COUNTY under this
                           Agreement, by giving the telephone number(s) of such
                           contractors to the client or directly assist the
                           client by attempting to arrange the service with
                           another contractor. In the event that the client is
                           unable to arrange service for themselves after
                           contacting the alternative contractors, the COUNTY
                           reserves the right to make the service arrangements
                           for the client directly with a service provider.

                  B.       CONTRACTOR may refuse to provide contracted
                           paratransit service to clients who engage in violent,
                           seriously disruptive, or illegal conduct.

                  In each of. these instances, CONTRACTOR shall document and
                  record all refusals in the CTMS as they occur. In addition to
                  logging the denial on the CTMS, CONTRACTOR may be requested to
                  submit to COUNTY a denial form/log, which shall detail
                  specifically the reason for the trip denial, the alternatives
                  offered to the caller, and all other information pertaining
                  thereto.

                                     - 19 -
<PAGE>   22
                  C.       CONTRACTOR may not deny services based upon trip
                           length, mobility device used by the client,
                           geographic location within the service area, or time
                           of day within the hours of service. All requests made
                           within a service area, during service hours, and with
                           vehicle capacity shall be honored.

                  D.       Any trip denial or referral of trips which negatively
                           impacts the paratransit service may be cause for
                           corrective action including, but not limited to, the
                           enrollment of additional service providers into the
                           program, and may be considered a breach of contract
                           which will be handled in accordance with Article 15
                           herein.

3.7.7    Drugs, Alcohol, Smoking: Driving while under the influence of drugs
         and/or alcohol, or smoking, shall be strictly prohibited. A client's
         use of drugs, the consumption of alcoholic beverages, and the smoking
         of any substance shall be strictly prohibited while on board as a
         passenger utilizing paratransit service. CONTRACTOR shall:

                  A.       Establish such anti-drug and alcohol programs as may
                           be required by federal regulations.

                  B.       Certify compliance with Federal Transit
                           Administration Regulations, 49 CFR Part 653 and 49
                           CFR Part 654, as currently enacted or as may be
                           amended from time to time, which concern
                           pre-employment, reasonable suspicion, random testing,
                           post accident, return-to-duty, and follow-up drug and
                           alcohol testing of safety sensitive employees.

                  C.       Report applicable testing summaries annually, or as
                           may be prescribed by COUNTY'S Contract Administrator
                           and or the COUNTY Program Manager for Drug and
                           Alcohol Testing.

3.7.8    Permissible Client Transportation Accompaniment/Requirements/
         Reimbursable Expenses: The following is a list of categories which set
         forth permissible accompaniments for paratransit

                                     - 20 -
<PAGE>   23
         clients during transportation, the requirements related thereto, and
         reimbursable expenses for such accompaniments:

3.7.8.1  Personal Care Attendant: ADA Paratransit clients who are coded in
         COUNTY'S eligibility file as "PCA" (Personal Care Attendants) may bring
         a PCA with them during transportation. The reservation for a PCA must
         be made at the time of the client's original trip request. An ADA
         Paratransit client traveling with a PCA may also reserve space for a
         Companion. A PCA does not pay a user-fare when riding with an ADA
         Paratransit client, and PCA travel is not reimbursable as a separate
         trip. ADA Paratransit clients who are coded "PCA" shall self-determine
         the need for a PCA, whether occasionally or for every trip and,
         pursuant to 49 CFR Part 37.5, shall not be required to bring a PCA. The
         only exception to not requiring a PCA would be where a client would
         otherwise be suspended from service and the presence of a PCA would
         mitigate the need for suspension. PCAs may only ride at the same
         time(s) and to and from the same destination(s), as the ADA Paratransit
         client.

3.7.8.2  Companions: ADA Paratransit clients shall be allowed to reserve space
         for one companion when they make their original reservation(s). This is
         in addition to a PCA. Additional companions may travel when vehicle
         capacity allows. Companions may only ride at the same time (s) , and to
         and from the same origin (s) and destination(s), as the ADA Paratransit
         client. Companions traveling pay the same user fare as the client and
         are an eligible reimbursable trip for billing purposes.

3.7.8.3  Service Animals: Any animal which is identified and trained to be a
         service animal needed by a client, PCA, or companion, to help with
         daily activities shall be transported. Service animals are not allowed
         to occupy seats. They must be leashed and either kept on the floor of
         the vehicle or carried on the lap of the client. Service animals are
         not reimbursable as a service trip.



                                     - 21 -
<PAGE>   24

         3.7.8.4  Personal Belongings: Personal Belongings as defined by Article
                  I herein may be transported with a paratransit client.

3.7.9    Driver Trip Tickets/Log Sheets: CONTRACTOR shall use driver trip
         tickets/log sheets to record trip information. These forms shall be
         specifically completed and maintained as documentation of service
         provided. CONTRACTOR shall not be reimbursed, in the event that COUNTY
         receives an incomplete trip ticket/log sheet, until such document is
         completed to the satisfaction of the COUNTY. No reimbursement shall be
         processed, or paid, after sixty (60) days of the actual trip date. In
         the event that automated swipe-card procedures are installed by COUNTY,
         such procedures shall replace any use of written trip tickets/log
         sheets.

3.7.10   Drivers: CONTRACTOR is required to keep a daily record for each driver
         indicating:

         A.       Driver's Name.

         B.       Date of Service.

         C.       Vehicle Number.

         D.       Time the driver leaves for in service transportation.

         E.       Odometer reading from the time the vehicle begins in service
                  transportation.

         F.       Time of the driver's first pick up.

         G.       Time of the driver's last pick up.

         H.       Odometer reading on arrival at the terminal.

         I.       Time of arrival back at the terminal.

         Any form utilized by CONTRACTOR for this purpose shall be approved by
         COUNTY and may be incorporated into the CONTRACTOR'S drivers log.

3.7.11   Identification Cards: In the event that COUNTY implements a policy
         regarding identification cards which would require the clients to
         present such card while using the service, CONTRACTOR agrees to
         cooperate with COUNTY in the enforcement of said

                                     - 22 -
<PAGE>   25
         policy. COUNTY reserves the right the change the client identification
         cards at any time, which may include, but not be limited to, cards
         encased in plastic sealers, swipe card format, or picture
         identification cards.

3.7.12   Telephone Information Services:

         3.7.12.1 Courteous and Polite Dealings: CONTRACTOR shall ensure that
                  personnel assigned to service telephone lines maintain a
                  courteous and polite attitude in all dealings relating to the
                  provision of services.

         3.7.12.2 Full Service: Clients (within the service area) shall be
                  provided full, easy, and toll-free access to paratransit
                  services. Full access shall include the provision of telephone
                  devices for the deaf ("TDD") . CONTRACTOR shall have staff
                  trained in TDD usage and available to answer this machine
                  during all call taking hours.

         3.7.12.3 Exclusivity: Customer reservation telephone lines shall be
                  exclusively utilized for paratransit service customer
                  information and will not be used by CONTRACTOR for any other
                  purpose.

         3.7.12.4 On-Hold Tines: CONTRACTOR shall establish a system to keep
                  on-hold time at a minimum while clients are booking
                  transportation. A minimum shall be defined as no more than
                  ninety (90) seconds.

         3.7.12.5 Reporting Function: CONTRACTOR shall have a reporting function
                  on the phone system which measures the number of calls by
                  function, average length of call, hold times, abandoned calls,
                  cancellations, and other reporting capabilities.

         3.7.12.6 Hotline: CONTRACTOR shall provide a "hotline" telephone number
                  (unpublished), for exclusive use by COUNTY staff. Such
                  telephone line shall provide for direct communication in
                  resolving day-to-day operational issues and shall be active
                  and functioning during all hours of service delivery. This
                  hotline telephone number shall be supplied to COUNTY prior to
                  initiating service.

                                     - 23 -
<PAGE>   26
3.7.13   Unauthorized Service: CONTRACTOR shall not be reimbursed for service
         provided to unauthorized clients or to unauthorized locations.

3.7.14   Coordination of Service: CONTRACTOR shall coordinate service with
         COUNTY fixed route bus service and other public transportation services
         where available and appropriate. The service dispatcher shall be
         familiar with other public transportation services available in the
         service area covered by this Agreement.

3.7.15   Assignment of Client: COUNTY reserves the right to assign specific
         clients to designated contractors which may best serve a particular
         client's special needs.

3.7.16   Wheelchair to Seat Transfer: CONTRACTOR may ask clients who use
         wheelchairs if they wish to transfer from wheelchair to seat once
         aboard a vehicle. Such transfer is entirely at the discretion of the
         client and service may not be refused or denied based upon the decision
         of the client.

3.7.17   Client Safety: All clients are required to be secured by a seatbelt and
         the CONTRACTOR shall ensure that all clients utilize safety belts. Any
         report of unsafe driving and unsafe or uncomfortable vehicles shall be
         acted upon, and corrective action shall be taken, by CONTRACTOR and
         COUNTY so as to achieve a solution consistent with satisfactory
         performance of the objectives of this Agreement.

3.7.18   Grievance Procedure: A formal grievance procedure, pertaining to the
         provision of service, has been established by the Broward County
         Coordinating Board (BCCB) in accordance with Florida Commission for the
         Transportation Disadvantaged requirements as per Rule 41-2, Florida
         Administrative Code (1992). Copies are available upon request.

3.7.19   Equal Access to Service: CONTRACTOR shall provide services within its
         service area to all program-eligible residents without regard to
         location, cultural affiliation, race, religion, color, sex, sexual
         orientation, or national origin. COUNTY reserves the right to require
         CONTRACTOR to provide full documentation of all trips provided within


                                     - 24 -
<PAGE>   27
         these classifications. Failure to provide full and equal access of
         paratransit services to clients may result in termination of this
         Agreement as per Article 15 herein.

3.7.20   Subcontractors: CONTRACTOR may utilize direct service subcontractors
         only with the written consent and approval of COUNTY. Names and
         qualifications of all subcontractors shall be submitted to COUNTY at
         any point where CONTRACTOR wishes to utilize the services of such
         subcontractors.

3.7.21   Confidentiality: CONTRACTOR shall maintain as confidential all client
         information, whether provided by COUNTY or otherwise obtained by
         CONTRACTOR. Information concerning a COUNTY paratransit client shall
         not be disclosed unless directly related to the administration of the
         COUNTY'S or CONTRACTOR'S responsibilities with respect to services
         provided under this Agreement and/or in accordance with applicable
         public records laws, rules, and regulations, by Court Order, and by
         written consent of the client, his/her attorney, responsible parent, or
         guardian.

         3.7.21.1 Solicitation Prohibited: Names and addresses of COUNTY
                  paratransit clients shall not be distributed for any purpose
                  without prior COUNTY approval. CONTRACTOR may not solicit or
                  entice clients with incentives, discounts, or gifts, in order
                  to increase ridership. Quality of service and performance of
                  CONTRACTOR shall be the only factor to attract clients.

3.8 Vehicles:

3.8.1    Accessibility: CONTRACTOR shall provide sufficient dedicated vehicles,
         which shall include, but not be limited to, an appropriate number of
         vehicles equipped with lift or ramp, wheelchair securement devices, and
         spare vehicles to maintain service in case of vehicle breakdowns,
         suitable for transportation of the clients to meet the requirements
         specified in this Agreement. All vehicles, wheelchair lifts or ramps,
         and wheelchair securement devices used for paratransit service shall
         meet all applicable Americans with Disabilities Act regulations, be
         approved by COUNTY, and are subject to annual COUNTY

                                     - 25 -
<PAGE>   28
         inspection. CONTRACTOR shall meet or exceed the standards and
         requirements for accessible vehicles set forth in Architectural and
         Transportation Barriers Compliance Board (ATBCB) as published in 49 CFR
         Section 37.161, 37.163, 37.167, 37.169, 38.21, and 38.23-38.33, on
         September 6, 1991. Failure to provide adequate vehicles to meet the
         terms and conditions of this Agreement may result in termination of the
         Agreement as provided by Article 15 herein.

3.8.2    Computerized Information Tracking System: COUNTY may, and reserves the
         right to, require CONTRACTOR to install, at COUNTY expense, automatic
         vehicle locator equipment in the CONTRACTOR'S vehicles.

3.8.3    Wheelchair Restraint System: A four-point tie down system with shoulder
         strap such as "Q" Straint," "Kennedyne," or a COUNTY approved
         equivalent, shall be located at each wheelchair area. Tiedowns
         (wheelchair securement devices) shall be oriented to allow the client
         to ride facing forward in the vehicle. Tiedowns are to be fully
         adaptable so as to fit all size chairs. All vehicles shall be equipped
         with operable seat belts and/or ADA approved tiedowns at all seating
         and wheelchair locations. CONTRACTOR shall strongly encourage clients
         to utilize their mobility devices as regulated by the ADA in vehicles.

3.8.4    Personal Property in Vehicles: Any personal property of a client found
         in a vehicle shall be retained by CONTRACTOR for a minimum of sixty
         (60) days after which, with the prior approval of the COUNTY, the
         CONTRACTOR may dispose of said property. 

3.8.5    Vehicle Insect Extermination: All vehicles shall undergo insect
         extermination as necessary to eliminate the presence of insects. The
         vehicle shall not be placed in service while any noxious fumes or
         detectable odors remain.

3.8.6    Vehicle Standards: It is the responsibility of CONTRACTOR to ensure
         that each vehicle meet the standards as established in the TDSP, MOA,
         FCTD, and Chapter 341.061(2)(a), Florida Statutes, and Rules
         thereunder. The following are the minimum standards which must be met
         by CONTRACTOR at all times while providing the services:




                                     - 26 -
<PAGE>   29
                  A.       One operational seat belt per passenger available for
                           use at all times (except buses).

                  B.       All vehicles must carry an effective fire
                           extinguisher aboard whenever passengers are on board.

                  C.       Have a rear view mirror and dual side mirrors.

                  D.       Have a functioning speedometer indicating speed in
                           miles per hour and a functioning odometer indicating
                           distance in miles to the nearest tenth of a mile.

                  E.       Have a functioning interior light within the
                           passenger compartment.

                  F.       The vehicles are to be equipped with an operable
                           air-conditioning system. If the air conditioning
                           system becomes inoperable during the day, the vehicle
                           may continue to provide service only for the
                           remainder of that day.

                  G.       Vehicle exterior is to be free of grime, oil, or
                           other substance and be free from cracks, breaks,
                           dents, and damaged paint that noticeably detracts
                           from the overall appearance of the vehicle.

                  H.       Body molding should be in place, or if removed, holes
                           filled and painted.

                  I.       The interior shall be free from dirt, grime, oil,
                           trash, or other material which could soil items
                           placed therein and protruding metal or other objects
                           that could damage items placed therein.

                  J.       Passenger compartment is to be clean, free of torn
                           upholstery or floor coverings, damaged or broken
                           seats, and protruding sharp edges.

                  K.       Broward County Operating Permits, if required, shall
                           be displayed properly. CONTRACTOR shall bear the
                           production cost of the sticker or tag.

                  L.       Vision to be unobstructed on all four (4) sides of
                           vehicles.




                                     - 27 -
<PAGE>   30
                  M.       Vehicle shall be equipped with a two-way mobile radio
                           in good working order which shall be audible to the
                           driver at all times.

                  N.       No smoking in the vehicle.

                  0.       All vehicles shall be cleaned, inside and out, daily.

                  P.       CONTRACTOR shall, on the first day of each month,
                           supply COUNTY with a list of all vehicles to be used
                           in the subsequent month, shall have such vehicles
                           inspected annually, and shall certify to COUNTY that
                           maintenance has been performed as required by Rule
                           14-90.001, et seq., Florida Administrative Code
                           (1995).

                  Q.       Each vehicle shall have the COUNTY'S telephone number
                           for complaints and CONTRACTOR'S emergency telephone
                           number posted in a conspicuous place in the vehicle,
                           and given verbally by the driver upon request.

                  R.       Mini-vans, vans, demand-response sedans used in this
                           service, as well as any taxicabs which the COUNTY
                           authorizes, and which are used for backup services,
                           shall be governed by the requirements of the Broward
                           County Code of Ordinances. Van-type vehicles must
                           have windows in all client seating locations.
                           Retro-fitted/conversion "cargo" vans without added
                           windows are not acceptable.

                  S.       CONTRACTOR shall affix to each vehicle the COUNTY
                           supplied program logo decal in a COUNTY approved
                           position and place on the vehicle.

                  Any vehicle found not to be in conformance with the above
                  standards must be removed from service until correction of the
                  deficiency. COUNTY further reserves the right to inspect
                  vehicles to be used in the Program at any time, and order
                  their removal from service if not found to be in conformity
                  with this Article. Vehicles will be subject to an annual
                  inspection performed by COUNTY or its agent. Failure to comply
                  with this requirement shall be cause for disallowance of
                  compensation for service rendered in the violating vehicle.


                                     - 28 -
<PAGE>   31
         3.8.7    Vehicle Maintenance: CONTRACTOR shall maintain all vehicles
                  and equipment used in the COUNTY paratransit service in
                  optimal working condition so as to minimize breakdowns and
                  decrease the possibility of accidents. COUNTY reserves the
                  right, in its sole discretion, at any time, to inspect
                  vehicles and maintenance facilities during normal working
                  hours, review CONTRACTOR'S maintenance records and inspect and
                  reject temporarily or permanently, by notice to the
                  CONTRACTOR, any vehicle CONTRACTOR proposes to use or
                  subsequently utilizes which deems unacceptable due to
                  uncleanliness, mechanical failure, or safety concerns.

3.9      Service Funding Sponsors: There are various Service Funding Sponsors
         who assist in providing paratransit services to their clients.
         CONTRACTOR shall ensure that all procedures of the various service
         sponsors are followed and that a sensitive and responsive working
         relationship is maintained with these groups.

         3.9.1    Medicaid (AHCA) Trips: Pursuant to 42 C.F.R. 431.53, 42 C.F.R.
                  440.170(a), and Chapter 409, Florida Statutes, the Medicaid
                  Program office of the Agency for Health Care Administration is
                  currently the entity designated to contract for transportation
                  services on behalf of Medicaid recipients who would otherwise
                  be unable to access necessary medical services. Changes to
                  this program are currently under consideration by AHCA and
                  paratransit service may some time in the future be
                  incorporated into the services herein provided. COUNTY and
                  CONTRACTOR agree to incorporate Medicaid recipients into this
                  Agreement should this change be implemented.

         3.9.2    CTC/TD Trips: Pursuant to Chapter 427, Florida Statutes,
                  COUNTY as the Community Transportation Coordinator (CTC) is
                  responsible for the coordination of funding and activities in
                  providing transportation for transportation disadvantaged (TD)
                  eligible recipients.

         3.9.3    ADA Trips: Pursuant to the Americans with Disabilities Act of
                  1990 (ADA), COUNTY is responsible for providing complementary
                  paratransit services. Eligibility for clients under this
                  service is determined by Federal ADA Rules and Regulations.





                                     - 29 -
<PAGE>   32
         3.9.4    Other Community Sponsored Trips: Various other community
                  support agencies (such as the Division of Blind Services and
                  Vocational Rehabilitation) participate, through COUNTY, in
                  sponsoring eligible paratransit clients.

                                    ARTICLE 4

                                SERVICE STANDARDS

4.1      Objectives of Service Standards: CONTRACTOR shall provide services, as
         per this Agreement.

4.2      Service Standards: It is the responsibility of CONTRACTOR to comply
         with all service standards established by COUNTY. The following service
         standards established by the COUNTY shall be followed:

         4.2.1    Dwell (Waiting) Time: Driver shall dwell (wait) for a client
                  at a pick up point for a minimum of five (5) minutes. In
                  addition, the Driver is required to wait for a client who is
                  within the eye sight of the vehicle operator and is clearly
                  making his/her way to the vehicle. The dwell time is to be
                  extended for clients to board the vehicle. If the vehicle
                  arrival is outside of the on time window (a late pick up) the
                  Driver shall dwell for a minimum of ten (10) minutes.

         4.2.2    Door-to-Door Service: Clients shall be provided door-to-door
                  service as defined by Article I herein. Sounding of the horn
                  at the curb shall not be acceptable as sufficient notification
                  of a driver's arrival. Door, used herein, shall be the
                  building's door, not an individual office or apartment door
                  located within a given building.

         4.2.3    Client Assistance: Boarding and disembarking assistance shall
                  be provided to any client. The driver shall go to the door,
                  announce his or her arrival (e.g., face-to-face or by
                  intercom), and provide any additional assistance which will
                  ensure the client's safe passage to and from the vehicle and
                  to and from the vehicle seat. Even if the client indicates
                  that he or she does not require the driver's assistance, the
                  driver shall take the necessary precautions to ensure the
                  client's safe passage.








                                     - 30 -
<PAGE>   33
         4.2.4    Transfers to other Services: Transfers to fixed route and
                  other paratransit services shall be provided and are
                  encouraged.

         4.2.5    Client Ride Time: While the scheduler shall attempt to
                  schedule a series of pick ups so as to load the vehicle to the
                  highest safe and permissible capacity, and operate at the
                  highest possible level of efficiency and productivity, the
                  CONTRACTOR shall also attempt to minimize a client's ride time
                  to ensure that it is not excessive. Ride time shall not exceed
                  two (2) times the normal, direct-route ride time for a
                  particular trip. This requirement shall apply except in
                  circumstances beyond the CONTRACTOR'S control; such as,
                  inclement weather, unusually heavy traffic, and the like. It
                  shall be in the sole discretion of the COUNTY to opine and
                  determine excessive ride time and when circumstances are
                  beyond CONTRACTOR'S control. Rides provided where client ride
                  time exceeds two (2) times the normal ride time for that
                  specific trip shall be deemed excessive. CONTRACTOR shall
                  provide written explanation for additional travel time if
                  requested by COUNTY.

         4.2.6    On Time Performance: CONTRACTOR shall maintain On Time
                  performance and shall not establish a pattern of untimely pick
                  ups. On Time is as defined in Article I herein. For scheduled
                  service requests, ninety-five percent (95%) shall be picked up
                  within the established On Time definition. COUNTY reserves the
                  right to arrange/provide transportation as it deems
                  appropriate for any client who has been waiting more than
                  sixty (60) minutes past their scheduled pick up time.

4.3      Disincentive Deductions: CONTRACTOR shall be assessed disincentive
         deductions in the following circumstances:

         4.3.1    Client Ride Time Disincentive Deduction: A disincentive
                  deduction of One Hundred Dollars ($100.00) per
                  occurrence/incident, shall be assessed against CONTRACTOR who
                  has been provided with two (2) or more written warnings by
                  COUNTY to correct the practice of excessive ride time lengths.

         4.3.2    On Time Performance Disincentive Deduction: On Time
                  performance shall be determined based upon

                                     - 31 -
<PAGE>   34
         data provided by CONTRACTOR each calendar month. If On Time performance
         falls below ninety-five percent (95%) two or more months in a row, or
         below eighty-five percent (85%) in any one month, COUNTY'S Contract
         Administrator shall meet with CONTRACTOR to review the matter and
         determine what actions will be taken to resolve the problem.
         Notwithstanding this effort, in the event that CONTRACTOR fails to meet
         an on time performance level of ninety percent (90%) in any month of
         service, in addition to applicable trip by trip disincentive deductions
         as listed in subsection 4.3.3 herein, COUNTY shall apply a disincentive
         deduction to CONTRACTOR as follows:

                  A.       Three Hundred and Fifty Dollars ($350.00) for the
                           provision of up to four thousand (4,000) total trips
                           per month.

                  B.       Seven Hundred Dollars ($700.00) for the provision of
                           over four thousand (4,000) total trips per month.

         Repeated failures to meet on time performance standards may be deemed a
         default in the sole discretion of COUNTY and cause for termination of
         this Agreement as per Article 15 herein.

4.3.3    Tardiness Disincentive Deductions: For each instance where a client is
         picked up outside of the minimum ninety-five percent (95%) on time
         standard, the following disincentive deduction will be assessed:

         A.       16-30 minutes - $1.50 per late trip.

         B.       31-45 minutes - $2.00 per late trip.

         C.       46-60 minutes - $2.50 per late trip.

         D.       61 + minutes - $2.50 per late trip. No Collection of fare from
                  client.

         Disincentive deductions will be waived during periods of severe weather
         or when other conditions indicate that the delay was unavoidable, as
         solely determined by the COUNTY. This determination is final. If
         CONTRACTOR believes an event occurring in COUNTY may cause delays, it
         is the responsibility of CONTRACTOR to notify COUNTY of

                                     - 32 -
<PAGE>   35
                  the event and to obtain prior written concurrence that charges
                  will not be assessed.

         4.3.4    Missed Trip Disincentive Deductions: For each missed trip the
                  reimbursement value of two similar trips shall be deducted
                  from CONTRACTOR's monthly reimbursements. CONTRACTOR shall
                  submit as part of the weekly written report to COUNTY, details
                  of all missed trips, including an explanation for the missed
                  trip, times and days of the missed trip, rider whose pick up
                  was missed, and origin and destination of the missed trip.

         4.3.5    Driver Licensing and Registration Disincentive Deductions:
                  Failure to meet driver licensing and registration requirements
                  as stated herein shall result in a disincentive deduction of
                  Two Hundred and Fifty Dollars ($250.00) per incident, and
                  shall be assessed monthly and may result in Termination as per
                  Article 15 herein.

         4.3.6    Accident/Incident Disincentive Deduction: If CONTRACTOR fails
                  to report an accident/incident within the required time period
                  as stated herein, CONTRACTOR will be charged a disincentive
                  deduction in the amount of One Hundred Dollars ($100.00) per
                  day the report is late.

4.4      Monitoring: COUNTY'S direct involvement in the day-to-day operations of
         the service shall include, but not be limited to, on-street monitoring
         of drivers and vehicles, inspections of equipment, customer service
         functions, contract compliance oversight, and quality control. COUNTY
         shall conduct unannounced periodic inspections to determine whether the
         operations meet the required specifications and vehicles are in
         compliance with standards. Full cooperation shall be provided by
         CONTRACTOR for the COUNTY monitoring program. CONTRACTOR shall provide
         full access to all driver records on or at the operating facility.
         CONTRACTOR shall be required to make available a work station, desk,
         telephone, and chair, for use by a COUNTY representative, if so
         requested, at the CONTRACTOR'S facility. COUNTY'S on street monitoring
         shall include, but not be limited to:

         A.       On Time performance.

         B.       Knowledge of the service area and routing.

         C.       Driver assistance.

         D.       Manifest accuracy and completeness.

                                     - 33 -
<PAGE>   36
         E.     Driver appearance.

         F.     Vehicle appearance.

         G.     Wheelchair lift condition and operation.

         H.     Wheelchair securement systems condition and use thereof.

         I.     Safety equipment.

         J.     Driving habits.

         K.     Compliance with the Florida Motor Vehicle Regulations.

4.5      Quality Assurance Program: COUNTY shall measure the quality of service
         through the use of an independent consultant firm. The established
         service standards will be measured and summarized through various means
         which may include, but are not limited to: mail-back surveys, mystery
         riders, in-field interviews, and telephone surveys. CONTRACTOR shall
         cooperate with survey techniques utilized.

4.6      Scheduling: CONTRACTOR shall accurately account for client trip
         information and shall efficiently and effectively schedule trips. In so
         doing, CONTRACTOR's personnel shall be knowledgeable as to all aspects
         of service operations, which shall include, but not be limited to, the
         MIDAS PT computerized reservation and scheduling system. The standards
         for CONTRACTOR scheduling are:

         A.       One hundred percent (100%) of all standing orders will be
                  preassigned to routes on a daily basis.

         B.       One hundred percent (100%) of all wheelchair trips will be
                  scheduled to assigned routes on a daily basis.

         C.       Overall, ninety percent (90%) of all daily trips will be
                  scheduled to assigned vehicle routes, excluding same day
                  service requests.

         D.       Trips will be scheduled so that customers will arrive at their
                  destination on time.

         E.       No more than ten percent (10%) of all trips should be subject
                  to backup support. Backup support is considered those trips
                  which are not scheduled to paratransit routes.

         F.       Trips will be multi-loaded to achieve maximum efficiency.



                                     - 34 -
<PAGE>   37
4.7      Clients Per Hour: As a shared ride, public transportation system, the
         goal is to transport Clients as cost-effectively as possible by
         multi-loading vehicles. In order to measure and monitor the efficiency
         of the service, a system-wide goal of two (2) clients per hour is
         established.

4.8      Call Taking: CONTRACTOR shall assign sufficient personnel to the
         project to ensure that the following established goals are met:

         A.       Calls will be answered within five (5) rings.

         B.       No one will be put on hold for more than ninety (90) seconds,
                  cumulatively, per call.

4.9      Electronic Answering Device: CONTRACTOR may use or may be required to
         use an automated or electronic answering device to receive trip
         cancellation notices. However, use of such equipment does not relieve
         the operator of his/her responsibility to ensure that no one is on hold
         for longer than ninety (90) seconds.

4.10     Driver Training: CONTRACTOR must provide COUNTY with evidence that all
         drivers have completed the training program offered by CONTRACTOR prior
         to any such driver providing service. This training shall be included
         as part of the monthly operating summary package. Additionally, drivers
         shall be required to participate in a driver training program which may
         be developed by COUNTY. CONTRACTOR will receive information regarding
         any COUNTY program., CONTRACTOR shall require all personnel providing
         transportation under the Agreement to possess the following, which
         shall be filed with the COUNTY Contract Administrator prior to such
         driver providing paratransit service.

         A.       A current, valid driver's license from the State of Florida
                  that meets the current state and federal requirements; and

         B.       A current, valid Broward County Chauffeur's Registration in
                  accordance with the requirements of Chapter 22 1/2, Broward
                  County Code of Ordinances.

         COUNTY shall request State of Florida Motor Vehicle Reports (MVR) for
         CONTRACTOR'S drivers on a periodic basis. In the event such a report
         shows evidence of any violations, COUNTY shall promptly notify
         CONTRACTOR and the Taxi Section of the COUNTY Consumer Affairs
         Division. CONTRACTOR shall have procedures in place to periodically
         review driver's MVRs. Compliance shall be monitored by COUNTY Mass
         Transit Division staff.

                                     - 35 -
<PAGE>   38
4.11     Complaints: CONTRACTOR shall be required to respond to COUNTY on all
         complaints received concerning the service provided.

         4.11.1   Complaint Procedure: A summary of the procedure for handling
                  complaints is as follows:

                  4.11.1.1 Referral: All client complaints shall be referred to
                           COUNTY Paratransit Customer Services. The CONTRACTOR
                           shall not respond directly to clients who desire to
                           file a service complaint. Clients contacting the
                           CONTRACTOR with a complaint shall be advised by
                           CONTRACTOR that the complaint shall be directed to
                           COUNTY Paratransit Customer services office.

                  4.11.1.2 Initial Contact: COUNTY personnel may make initial
                           contact with CONTRACTOR to obtain a verbal response
                           and to determine the validity and resolution of the
                           complaint.

                  4.11.1.3 Response: A copy of the complaint shall be forwarded
                           to CONTRACTOR for a written (or electronic) response
                           to COUNTY. The response shall be made within three
                           (3) days of receipt of the complaint by CONTRACTOR.
                           Complaints of a more serious nature, such as injury,
                           driver misconduct, and client safety issues shall be
                           responded to immediately.

         4.11.2   Incentives: When CONTRACTOR receives no valid complaints, as
                  solely determined by COUNTY, within a calendar month,
                  CONTRACTOR shall receive an incentive bonus as follows:

                  A.       Five Hundred Dollars ($500.00) for the provision of
                           up to four thousand (4,000) total trips per month.

                  B.       One Thousand Dollars ($1,000.00) for the provision of
                           over four thousand (4,000) total trips per month.

         4.12     Vehicles: The following are the vehicle standards relating to
                  location and contact, breakdowns, and availability.

                  4.12.1   Vehicle Location and Contact: It shall be the
                           responsibility of the CONTRACTOR to monitor the
                           location of each vehicle in service at all times. The
                           CONTRACTOR shall have knowledge of and be able


                                     - 36 -
<PAGE>   39
                  to report on the status of every pick up. The driver shall
                  also immediately notify the dispatcher of all breaks, lunches,
                  breakdowns, accidents, or the like.

         4.12.2   Vehicle Breakdowns: If a vehicle breaks down in service, the
                  CONTRACTOR is required to dispatch a backup vehicle to the
                  site of the breakdown. The backup vehicle shall arrive within
                  thirty (30) minutes of the breakdown.

         4.12.3   Vehicle Availability: CONTRACTOR shall provide, at a minimum,
                  twenty-five percent (25%) of their entire vehicle fleet to
                  wheelchair accessible vehicles. CONTRACTOR shall have
                  sufficient wheelchair vehicles to ensure full equivalency of
                  service to all users of the service. CONTRACTOR will be
                  responsible for maintaining at all times a minimum of an
                  additional ten (10%) percent of the total vehicles in service
                  as spare vehicles.

4.13     Accidents: The following are the accident standards relating to
         reporting and damage repairs.

         4.13.1   Accident Reporting: Every accident, or any incident involving
                  a client, with or without bodily injury or property damage,
                  must be verbally reported to a member of the COUNTY
                  Paratransit Customer Services staff immediately and a written
                  report must be submitted within twelve (12) hours. A summary
                  of monthly accident occurrences shall be part of the monthly
                  operating summary.

         4.13.2   Accident Damage Repairs: CONTRACTOR shall repair all accident
                  damage to vehicles within thirty (30) days from the date of
                  the accident. In the event that COUNTY determines that
                  CONTRACTOR has exceeded this limitation the vehicle shall be
                  removed from active service until such repairs are completed.

4.14     Suspension of Operations: CONTRACTOR may suspend all or a portion of
         the services when said performance is made impossible by: inclement
         weather, hurricane, earthquake, fire, flood, cloudburst, cyclone, or
         other natural phenomenon of a severe and unusual nature, act of a
         public enemy, epidemic, quarantine, restriction, embargo, or any other
         unforeseeable cause beyond the control of CONTRACTOR. CONTRACTOR shall
         request the written approval of COUNTY prior to suspending operations.
         CONTRACTOR shall not be compensated for time or services provided while
         operations have been officially


                                     - 37 -
<PAGE>   40
         suspended. Performance standards will be waived by COUNTY during
         emergency situations as determined solely by COUNTY.

4.15     Child Restraints: As required by the Child Passenger Protection Act,
         the following requirements apply when transporting children:

         4.15.1   Children Under One Year of Age: Children under one year of age
                  must be buckled into a federally-approved child safety seat,
                  whether they ride in the front or in the back seat.

         4.15.2   Children One to Four Years of Age/Front Seat: Children one to
                  four years of age, and/or within the body weight requirement
                  of the Act, must be in a child safety seat when they ride in
                  the front seat.

         4.15.3   Children One to Four Years of Age/Back Seat: Children one to
                  four years of age must either use a child safety seat or use
                  regular seat belts when they ride in the back seat.

         CONTRACTOR is not required to provide a child safety seat. CONTRACTOR
         shall refuse to transport any child under one year of age when a child
         safety seat is not provided by the client or responsible party. This
         information shall be documented on an the drivers log form and shall be
         considered a client no show. CONTRACTOR agrees to comply with any
         subsequent provisions of this policy.

4.16     CONTRACTOR Personnel Requirements: CONTRACTOR shall ensure that all
         personnel performing under this Agreement be knowledgeable about
         paratransit services and the ADA, maintain a professional, courteous
         attitude toward all passengers and individuals, and promote goodwill
         toward the general public including answering to the best of their
         ability all client questions. COUNTY encourages CONTRACTOR to consider
         employment of persons with disabilities in fulfilling the terms and
         conditions of this Agreement.

         4.16.1   CONTRACTOR's RESPONSIBILITIES REGARDING PERSONNEL: The
                  following are various responsibilities of CONTRACTOR relating
                  to personnel for fulfilling the terms and conditions of this
                  Agreement:

                  4.16.1.1 Employee Compensation and Benefits: CONTRACTOR shall
                           be solely responsible for the payment of all of its
                           employees' wages and benefits and shall comply with
                           all of the requirements thereof including, but not


                                     - 38 -
<PAGE>   41
                           limited to, worker's compensation, unemployment
                           insurance, social security, and any other mandated or
                           optional employee benefits.

                  4.16.1.2 Permitting and Licensing: CONTRACTOR shall obtain and
                           provide to the Contract Administrator all required
                           state and local permits and ensure that all drivers
                           are properly licensed for the service which they are
                           providing.

                  4.16.1.3 Multilingual Personnel: COUNTY encourages CONTRACTOR
                           to employ multilingual personnel to handle customer
                           calls. Multilingual shall mean speaking both English
                           and another language (Spanish, French, and/or
                           Creole).

                  4.16.1.4 Training: CONTRACTOR shall provide training to its
                           paratransit personnel as provided for by subsection
                           4.15.2 herein.

                  4.16.1.5 Trip Delivery: CONTRACTOR shall ensure that their
                           drivers comply with subsection 4.15.2.2 herein when
                           providing trip delivery service.

                  4.16.1.6 Required Personnel: CONTRACTOR shall, at a minimum,
                           have the personnel described below assigned to the
                           performance of this Agreement and shall provide the
                           names of such personnel to COUNTY prior to the
                           commencement of services hereunder:

                           A.       Dispatching/Scheduling/Call Taking Staff:
                                    CONTRACTOR shall have at least one
                                    dispatcher on site and physically present in
                                    the dispatch office whenever a vehicle is
                                    in-service. Additionally, the CONTRACTOR
                                    shall have sufficient staff assigned to meet
                                    the requirements concerning dispatching,
                                    scheduling, call taking, and demand for
                                    service.

                           B.       Operations Manager (General Manager):
                                    CONTRACTOR shall assign an Operations
                                    Manager who shall be responsible for all
                                    segments of the day-to-day operation,
                                    management of operating records, and liaison
                                    with the COUNTY. The Operations Manager, or
                                    a supervisory level designee, shall be
                                    available by telephone or in


                                     - 39 -
<PAGE>   42
                                    person to make decisions as necessary at the
                                    request of COUNTY, at any time during in
                                    service hours.

         4.16.2   Training: CONTRACTOR shall ensure that its employees receive
                  the training required to perform their jobs in a manner
                  consistent with the goals and requirements of this Agreement.
                  CONTRACTOR shall maintain training programs and written
                  documentation of same, which are subject to COUNTY approval,
                  for reservationists, dispatchers, and drivers. All employees
                  shall receive training developing their skills and increasing
                  their understanding of people with disabilities, people of all
                  sexual orientation, and people of diverse cultures, races, and
                  ages. All employees shall be required to receive additional
                  training, provided by COUNTY, in conjunction with local
                  agencies. Such training may include the development of skills
                  involved with special handling for visually impaired clients,
                  developmentally disabled clients, and regulations of abuse,
                  neglect, abandonment, and exploitation of minors, elderly, and
                  disabled adults. CONTRACTOR may be required to provide a
                  paratransit vehicle for use in certain segments of COUNTY
                  paratransit training.

              4.16.2.1 Drivers: The Driver Training Program must include a
                       minimum of eighty (80) hours of training prior to
                       (scheduled classroom training such as Defensive Driving
                       and CPR may be accomplished during the first thirty [30]
                       days of employment, due to class scheduling
                       considerations) driving a service vehicle. All drivers
                       providing service under this Agreement must be employees
                       of the CONTRACTOR and the use of independent contractors
                       is not allowed. This training must include, in addition
                       to the training requirements for all employees as set
                       forth above, instruction in:

                       A.  Passenger Assistance Technique (P.A.T.) Certification
                           or an equivalent course which must be approved by
                           COUNTY prior to service delivery. Training shall
                           include elderly and disabled client sensitivity,
                           awareness and communications, passenger relations and
                           assistance, hands-on assistance to the visually
                           impaired and dealing with service animals (guide
                           dogs), assistance in the use of mobility


                                     - 40 -
<PAGE>   43
                                    equipment including wheelchairs, scooters, 
                                    walkers, canes, crutches, braces, and the 
                                    like.

                           B.       Defensive Driver Training, per National
                                    Safety Council standards, or an equivalent
                                    course approved by COUNTY.

                           C.       Responding to client incidents,
                                    driver/client sexual improprieties, response
                                    to client abuse, neglect, exploitation, and
                                    abandonment, vehicle breakdowns, accidents,
                                    adverse weather, and other emergency/safety
                                    procedures including, but not limited to,
                                    emergency vehicle evacuation.

                           D.       CPR (including instruction in administering
                                    CPR to children), first aid and proper
                                    response to emergency medical needs of
                                    riders, including, but not limited to,
                                    procedures for the disposal of hazardous
                                    waste (blood borne pathogen protection).

                           E.       Operation of vehicle, and all equipment
                                    installed in the vehicle, including, but not
                                    limited to, proper radio protocol,
                                    wheelchair and scooter securement devices,
                                    wheelchair lift, and/or ramp operation.

                           F.       Address location ability including, but not
                                    limited to, map reading or ability to
                                    utilize any automated device installed in
                                    the vehicle.

                           G.       Familiarity with how trips are scheduled,
                                    including, but not limited to, an
                                    opportunity to meet schedulers in person.

                           H.       Familiarity with the completion of
                                    necessary paperwork including, but not
                                    limited to, trip sheets (manifests), 
                                    pre-trip inspection forms, accident reports,
                                    and incident reports.

                           I.       Policy instruction, including, but not
                                    limited to, wait time policy, fare
                                    structure, transfer locations, and the
                                    like.


                                     - 41 -
<PAGE>   44
                           J.       Refresher courses shall be given to each
                                    driver a minimum of every two (2) years on
                                    topics to include, but not be limited to,
                                    policy updates, client sensitivity, and
                                    client relations.

                           K.       Driver meetings shall be held on a regular
                                    basis and shall include an opportunity to
                                    interact and communicate with different
                                    staff which make up the operations team
                                    including, but not limited to, schedulers,
                                    dispatchers, reservationists, planners, and
                                    maintenance personnel. Attendance at these
                                    meetings shall be mandatory for drivers.

                           L.       Any other requirements that COUNTY may
                                    implement during the term of this Agreement.

                  4.16.2.2 Trip Delivery: Safety of the driver, riders, and the
                           public, and a positive experience for the rider and
                           driver, are of primary importance to the COUNTY. In
                           effectuating this concept CONTRACTOR shall ensure
                           that the drivers provide service as follows:

                           A.       Wear either a company photo identification
                                    or a name badge, patch, inscription with the
                                    name of the company/driver and, at
                                    CONTRACTOR's option, a company designated
                                    uniform.

                           B        Perform a pre-trip vehicle inspection.

                           C.       Complete a pre-trip form.

                           D.       Keep an accurate and operational clock or
                                    watch while on duty.

                           E.       Operate the vehicle and all of its equipment
                                    with the highest attention to safety.

                           F.       Collect cash, transfer and ticket fares, and
                                    verify fares for each trip provided, as
                                    applicable.

                           G.       Record complete and accurate trip
                                    information, which shall include, at a


                                     - 42 -
<PAGE>   45
                                    minimum, driver's name and/or ID number,
                                    actual arrival and departure times,
                                    beginning and ending mileage for each trip,
                                    client signature if applicable, and
                                    confirmation of fare collection.

                           H.       Provide courteous and safe assistance to
                                    riders.

                           I.       Secure mobility device securement systems,
                                    seat belts, and child safety restraint
                                    systems according to manufacturer's
                                    instruction.

                           J.       Record information about a delivered trip
                                    which would assist schedulers in trip
                                    scheduling, for example, more detailed
                                    instructions in finding addresses, client's
                                    average time to board for a trip, and the
                                    circumstances surrounding a no-show or late
                                    trip.

                           K.       Immediately report any alleged or confirmed
                                    criminal offense, traffic charges,
                                    violations (other than parking), or
                                    incidents to the CONTRACTOR.

                  4.16.2.3 Refusal/Removal: CONTRACTOR shall refuse to permit a
                           driver to provide service where CONTRACTOR determines
                           that said driver is unacceptable for any reason
                           whatsoever. COUNTY shall be advised in writing, with
                           the findings included therein, once such a decision
                           is made.

                  4.16.2.4 Measurement: The training program shall include
                           methods for measuring the effectiveness of the
                           training in developing skill and improving
                           performance. The methods shall be based on
                           performance indicators which measure proficiency and
                           not solely on CONTRACTOR meeting minimum training
                           hours required herein. Such measurement procedure
                           shall be provided to COUNTY upon request.

4.17     Marketing: All marketing and promotional matters related to the
         paratransit service shall be under the direction of, and approval of,
         the COUNTY. COUNTY will provide various materials for CONTRACTOR to use
         and disseminate. CONTRACTOR shall not utilize any independent means to
         market paratransit services and will be restricted from advertising,
         use of


                                     - 43 -
<PAGE>   46
         discounts, incentives, or other means to encourage clients to use their
         services unless items are provided by, or approved by, the
         COUNTY. CONTRACTOR may use the official program logo and other program
         identification for items such as company uniforms, business cards, etc
         . . ., with the prior written consent and approval of the COUNTY.
         COUNTY may provide CONTRACTOR with camera ready artwork. CONTRACTOR
         shall not be permitted to modify, add, or substitute the official
         program logo or other required program identification.

4.18     Trip Limits: COUNTY reserves the right to establish trip limits. The
         trip limit is the maximum number of trips for which CONTRACTOR may be
         reimbursed on a particular day, week, or month. COUNTY may establish
         limits that differ for weekdays, Saturdays, Sundays, and holidays, and
         for different service areas. If trip limits are instituted, CONTRACTOR
         shall not be reimbursed for any trips over this limit without the
         prior written consent and approval of the COUNTY. CONTRACTOR will be
         required to turn down a trip when it has exceeded the established trip
         limit, including standing orders services, and shall be required to
         refer the client to another CONTRACTOR who provide a similar service
         for the COUNTY.

                                    ARTICLE 5

                          TRANSITION AND IMPLEMENTATION

5.1      Transition and Implementation: COUNTY has implemented a procedure,
         which is attached hereto as Exhibit "C" and incorporated herein by
         reference thereto, to assign clients equitably (subscription and/or on
         demand) to the rider's choice providers from December 16, 1996 to March
         31, 1997.

5.2      Reservations: CONTRACTOR shall begin accepting reservations on December
         16, 1996 for trip service to begin on the commencement date as set
         forth in this Agreement.

5.3      Disincentive Deductions and Incentives: All disincentive deductions and
         performance related incentives contained herein will become effective
         on April 1, 1997, after the transition and implementation period is
         completed.

                                    ARTICLE 6

                            CONTRACTOR'S OBLIGATIONS

The following shall represent the CONTRACTOR's obligations under the terms and
conditions of this Agreement:


                                     - 44 -
<PAGE>   47
6.1      Base Facility: CONTRACTOR shall be required to provide a base facility
         or facilities, within Broward County, for vehicles, drivers, and
         service operations.

6.2      Compliance: CONTRACTOR shall be required to comply with all operations,
         equipment, and maintenance requirements and performance and safety
         standards established by COUNTY and pursuant to this Agreement.

6.3      Personnel: CONTRACTOR shall be required to comply with the following
         provisions pertaining to CONTRACTOR personnel:

         6.3.1    Drivers: Hire, train, and supervise vehicle drivers.

         6.3.2    Agreement Responsibilities: Provide all necessary personnel
                  with management, operation, and maintenance expertise required
                  to carry out the responsibilities of this Agreement.

         6.3.3    Personnel Standards: Comply with all employee hiring and
                  training standards as specified herein.

         6.3.4    Operational Supervision: Perform operational supervision in
                  cooperation with the COUNTY.

6.4      Communication: CONTRACTOR shall be required to provide a base radio
         station and two-way mobile radios, and/or cellular telephones, for
         CONTRACTOR owned vehicles, and sufficient portable two-way radios,
         and/or cellular telephones, to enable office and field supervisors to
         communicate with each other and dispatch staff.

6.5      Fares: CONTRACTOR shall be required to collect fares and comply with
         the provisions of Article 10 herein.

6.6      Requests for Information: CONTRACTOR shall be required to respond to
         the COUNTY'S requests for information within twenty four (24) hours or
         as otherwise provided for herein.

6.7      Filing Information: CONTRACTOR shall be required to file operating,
         financial, performance reports, invoices, and all required
         documentation in a timely manner.

6.8      Compliance with the Law: CONTRACTOR shall be required to comply with
         all federal, state, and local laws, rules, regulations, policies,
         and/or procedures as currently enacted or as may be amended from time
         to time.


                                     - 45 -
<PAGE>   48
6.9      Develop Written Procedure: CONTRACTOR shall be required to develop and
         maintain a current written procedure for the investigation of
         accidents/incidents and unsafe practices.

6.10     Compliance with Monitoring and Auditing: CONTRACTOR shall be required
         to comply with COUNTY'S monitoring and auditing programs.

6.11     Report Accidents/Incidents: CONTRACTOR shall be required to report to
         the COUNTY any accidents/incidents, including client accidents, or any
         other non-routine event, as required herein.

6.12     Communication with COUNTY: CONTRACTOR shall be required to communicate
         daily with the COUNTY'S Mass Transit Division staff regarding vehicle
         and driver availability, schedule adherence, and any other operational
         issues.

6.13     Service Coordination: CONTRACTOR shall be required to participate in
         service coordination meetings with COUNTY Mass Transit Division staff
         and other contracted service operators. Additionally, CONTRACTOR will
         be required to have a representative in attendance at the monthly
         meeting of the BCCB.

6.14     Equipment and Training: CONTRACTOR shall be required to provide
         necessary telephone and office equipment, phone lines for voice, fax,
         TDD, and appropriate training on same equipment, for the provision of
         services.

6.15     Cooperation: CONTRACTOR shall be required to work with COUNTY, by using
         appropriate operating methods, procedures, and protocols, to implement
         those policies which COUNTY deems integral to the efficient and
         effective operation of the paratransit service.

6.16     CTMS: CONTRACTOR shall be required to utilize the COUNTY supplied CTMS
         for the provision of all services required by the terms and conditions
         of this Agreement.

6.17     Agreement: CONTRACTOR shall be required to comply with all terms and
         conditions outlined in this Agreement.

                                    ARTICLE 7

                              COUNTY'S OBLIGATIONS

The following shall represent the COUNTY'S obligations under the terms and
conditions of this Agreement:


                                     - 46 -
<PAGE>   49
7.1      Operations Requirements: COUNTY shall establish the operating standards
         and requirements for CONTRACTOR as per this Agreement.

7.2      Planning: COUNTY shall continue overall short and long range Mass
         Transit Service planning and capital planning in accordance with the
         Planning Policies and Procedures and the ADA Paratransit Plan as
         adopted by COUNTY and/or the Board.

7.3      Coordination: COUNTY shall coordinate informational reports and manage
         appropriate information systems, except as specifically set out as a
         CONTRACTOR'S responsibility.

7.4      Fares: COUNTY shall establish and evaluate fare policies and fare
         structure.

7.5      Service Provisions: COUNTY shall establish and identify geographic
         service areas and schedule paratransit service hours.

7.6      Marketing: COUNTY shall develop and implement marketing techniques
         including, but not limited to, publication of informational brochures
         and materials that increase accessibility for visual and hearing
         impaired persons in accordance with the ADA.

7.7      Compensation: COUNTY shall compensate the CONTRACTOR for services
         rendered in full compliance with the terms and conditions of this
         Agreement.

7.8      Agreement: COUNTY shall administer, monitor, and determine compliance
         with the terms and conditions of this Agreement.

7.9      Auditing: COUNTY shall audit records in accordance with the terms and
         conditions of this Agreement.

7.10     Investigation: COUNTY shall investigate, or cause others to
         investigate, any reported unsafe practices of CONTRACTOR.

7.11     CTMS: COUNTY shall provide, install, and maintain the CTMS at the
         CONTRACTOR'S operating facility as required by the terms and conditions
         of this Agreement.

7.12     Participation: COUNTY and CONTRACTOR shall participate in all public
         meetings regarding paratransit services. COUNTY shall notify CONTRACTOR
         when CONTRACTOR'S attendance is required.

7.13     Eligibility: COUNTY shall be required to establish and enforce all
         policies of COUNTY regarding the certification of passenger
         eligibility.


                                     - 47 -
<PAGE>   50
7.14     Sole Discretion: COUNTY shall be required to utilize a "reasonableness"
         standard when enforcing the provisions of this Agreement providing for
         action to be taken at COUNTY'S sole discretion.

                                    ARTICLE E

                              REPORTS AND DOCUMENTS

8.1      Weekly Reports and Documents: CONTRACTOR shall provide COUNTY with
         service data, via summary reports generated by the MIDAS PT
         computerized system, and a weekly invoice for each component of service
         for the previous week (Monday through Sunday) by close of business each
         Wednesday. This information shall include, but not be limited to, the
         following:

         A.       Number of one-way passenger trips by type of trip.

         B.       Total hours of total vehicle service.

         C.       Copies of the daily reports for driver activity or other daily
                  reports showing starting and ending times, and starting and
                  ending mileage, for each vehicle used by each driver.

         D.       Copies of trip tickets, log sheets, or drivers manifests.

         E.       Trip requests that are denied.

         F.       The weekly reimbursement charges for services rendered the
                  previous week.

8.2      Trip Request Denial Forms: CONTRACTOR shall keep separate denial/form
         logs, by component, of all requests for service that cannot be
         accommodated. CONTRACTOR shall fill out all information required on the
         log for each ride request that could not be accommodated. A cumulative
         denial/form log shall be filled out, showing all rides denied for the
         week, and will also be included as part of the monthly service summary
         returned to COUNTY.

8.3      Employee Information: Within one week prior to the commencement date of
         this Agreement, CONTRACTOR shall furnish to COUNTY all information
         required by COUNTY which evidences that CONTRACTOR'S personnel meet all
         requirements of this Agreement.

8.4      Driver Roster: CONTRACTOR shall provide COUNTY with updated Driver
         Rosters by the tenth (10th) calendar day of each month. Each roster
         shall indicate driver's name, date of hire, training dates, last Drug &
         Alcohol (D&A) test, Motor Vehicle


                                     - 48 -
<PAGE>   51
         Record (MVR) review date, and the date of the latest criminal record
         check.

8.5      Section 15 Filing: Pursuant to the Federal Transit Administration's
         standards for precision, accuracy, and accountability, COUNTY is
         required to report data to the National Transit Database (Section 15
         data). As may be required by the Federal Transit Administration or
         COUNTY, CONTRACTOR shall collect Section 15 data and other "service
         supplied" information or "service consumed" information, as said terms
         are defined in Section 15 of the Federal Transit Administration
         Regulations. CONTRACTOR shall be responsible for the collection of
         financial and operational data, including on-board operational and
         passenger related data, for transmittal to COUNTY on COUNTY approved
         forms as follows:

         A.       Operational and passenger related data shall be submitted to
                  COUNTY no less than weekly.

         B.       Financial data shall be submitted to COUNTY no less than
                  quarterly.

         C.       Designated service supplied data shall be submitted to COUNTY
                  thirty (30) days prior to the termination of COUNTY'S fiscal
                  year.

         All source documents for Section 15 filings shall be subject to audit
         and shall be maintained by CONTRACTOR for five (5) years following
         final payment under this Agreement.

8.6      Monthly Operating Summary: CONTRACTOR shall provide written monthly
         reports to COUNTY by the tenth (10th) day of the month following the
         month of service. All required information shall be collected and
         reported individually for each funding component of service. Such
         reports shall be submitted on a form developed by CONTRACTOR and
         approved by COUNTY, and shall include, but not be limited to:

         8.6.1    Brief Narrative: A brief narrative highlighting the month's
                  activities, any unusual events, trends, and other noteworthy
                  observations.

         8.6.2    Ridership: Number of one-way passenger trips, PCAs and
                  Companions on a day-by-day basis, for each funding and fare
                  entity and category.

         8.6.3    Miles and Hours: Total hours of service and vehicle miles on a
                  day-by-day basis.

         8.6.4    Cost of Service: Total service revenue based upon the
                  contracted rates, collected fares, and net


                                     - 49 -
<PAGE>   52
                  revenue to provide service (total revenue less imputed fares).

         8.6.5    Service Quality Measures: on time performance data, trips
                  completed, missed trips, and trip denials with an explanation.

         8.6.6    Efficiency Measures: Appropriate measures to include
                  passengers per mile, hour, or vehicle trip.

         8.6.7    Fleet Data: Updated fleet listings and status of all vehicles.

         8.6.8    Other: Accident reports/incident briefs/findings, training
                  activities/certifications, including sensitivity and
                  education, key personnel changes, and suggested improvements.

                                    ARTICLE 9

                       COMPUTERIZED TRIP MANAGEMENT SYSTEM

9.1      Computerized Trip Management System ("CTMS") COUNTY will provide
         CONTRACTOR with a Computerized Trip Management System ("CTMS")
         consisting of proprietary software, hardware and peripheral equipment
         and other items, such as hubs and routers, cabling, modems, and
         printers solely for use by CONTRACTOR in COUNTY'S paratransit
         operation. COUNTY retains title to the CTMS and no right, title, or
         interest in the CTMS shall pass to CONTRACTOR except as expressly set
         forth in this Agreement. CONTRACTOR shall not remove any markings, and
         shall affix to the CTMS any markings requested by COUNTY, showing
         COUNTY's interest. CONTRACTOR recognizes and agrees that use of the
         CTMS is limited to scheduling and transportation operations involving
         individuals determined by COUNTY to be eligible for such COUNTY
         assisted paratransit services. CONTRACTOR further agrees that
         CONTRACTOR will not use CTMS for its own business operations unrelated
         to the above. Usage of CTMS for non COUNTY functions or operations may
         result in the termination of this Agreement as provided for by Article
         15 below.

9.2      Delivery and Installation of CTMS: COUNTY shall deliver the CTMS at a
         time and to a location to be agreed upon by the parties. At the time of
         delivery of the CTMS to CONTRACTOR'S site, the parties will execute a
         written schedule setting forth the components, setting forth the serial
         number where applicable, of the CTMS delivered and date of delivery. In
         addition, CONTRACTOR shall note on such schedule any apparent damage to
         the CTMS or component thereof. COUNTY will install the CTMS after
         delivery. Before delivery and installation of


                                     - 50 -
<PAGE>   53
         the CTMS take place, CONTRACTOR shall prepare the installation site for
         the CTMS to ensure that it provides a suitable operating environment
         for the CTMS. CONTRACTOR shall comply with any specifications that
         COUNTY may supply with respect to the utilities, temperature, and
         humidity conditions required by the CTMS. The installation site shall,
         at a minimum, be an appropriate typical business environment for
         microcomputer storage and operation and be able to be locked, secure,
         and free from flood potential. The actual location of the components of
         the CTMS at the installation site shall be subject to final approval by
         COUNTY. CONTRACTOR agrees to cooperate fully in the installation,
         testing, and training related to CTMS subsequent to the effective date,
         and prior to the commencement date, of this Agreement.

9.3      Maintenance and Repair of CTMS: COUNTY shall provide CONTRACTOR with
         reasonable assistance in the maintenance and operation of the CTMS, by
         responding to all inquiries and trouble reports concerning the
         operation or condition of the CTMS, if placed by CONTRACTOR by
         telephone to the designated representative of COUNTY during service
         hours. Upon receiving such inquiries or trouble reports, COUNTY shall
         either offer advice and propose possible solutions based on its
         preliminary appraisal of CONTRACTOR'S description of the problem or
         arrange for assistance from a maintenance-service representative.
         CONTRACTOR shall bear the cost of all routine supplies required by CTMS
         and all maintenance charges, including the cost of labor and parts,
         imposed by any maintenance-service representative or by the COUNTY in
         the event that maintenance is required by reason of:

         A.       Use of the CTMS or any component thereof in other than the
                  manner for which it was installed.

         B.       Damage to the CTMS by CONTRACTOR or its employees or agents.

         C.       Modification of the installed CTMS by CONTRACTOR not
                  authorized by COUNTY.

         D.       Maintenance performed by CONTRACTOR without the authorization
                  of COUNTY.

        All maintenance services shall be provided by COUNTY and CONTRACTOR
        shall not perform such without prior consent of COUNTY.

9.4     Risk of Loss: CONTRACTOR shall bear the entire risk of loss or damage
        to the CTMS after its delivery to the installation site. CONTRACTOR
        shall, at its own expense, obtain and maintain property and casualty
        insurance for the CTMS against


                                     - 51 -
<PAGE>   54
         all risks of loss or damage as required by Article 16.1.4 herein.

9.5      Relocation of CTMS: All relocations of the CTMS or components thereof,
         whether at the installation site or to a new site, shall be done by
         COUNTY unless otherwise authorized by COUNTY in writing. CONTRACTOR
         shall bear the cost and expenses incurred in the event of a relocation
         of any component of the CTMS from the installation site to a new site.
         CONTRACTOR shall give COUNTY a minimum of thirty (30) days prior
         written notice in the event it wishes to relocate of any component of
         the CTMS from the installation site to a new site, unless otherwise
         agreed to between the parties.

9.6      Restrictions: The following restrictions shall apply to CONTRACTOR's
         use of the CTMS.

         9.6.1    CONTRACTOR shall keep the CTMS free and clear of all claims,
                  liens, and encumbrances. Any act of CONTRACTOR purporting to
                  create such a claim, lien, or encumbrance shall be void.

         9.6.2    CONTRACTOR shall not use the CTMS in any manner or for any
                  purpose for which the CTMS is not designed or reasonably
                  suited.

         9.6.3    CONTRACTOR shall not permit any physical alteration of the
                  CTMS without the prior written consent of COUNTY.

         9.6.4    CONTRACTOR shall not affix, attach, or install any accessory,
                  equipment, or device to the CTMS without the prior written
                  consent of COUNTY.

         9.6.5    CONTRACTOR shall not affix the CTMS to any real estate in such
                  a way that it may be deemed a fixture thereto.

         9.6.6    CONTRACTOR shall not remove the CTMS from the installation
                  site without the prior written consent of COUNTY, except in
                  the event of an emergency..

9.7      Reservation of Title: This Agreement does not provide CONTRACTOR with
         title or ownership of the Licensed Programs, but only a right of
         limited use. The Licensed Programs are, and shall remain, the property
         of the owner thereof, certain third-party licensors who have authorized
         COUNTY to incorporate their software into the System. CONTRACTOR
         acknowledges that the programs, data-base information, and user
         materials included in the Licensed Programs contain confidential
         information and trade secrets, which COUNTY has


                                     - 52 -
<PAGE>   55
         entrusted to CONTRACTOR in confidence to use only as expressly
         permitted. CONTRACTOR acknowledges that owner thereof claims and
         reserves all rights and benefits afforded under federal law in the
         programs, data-base information, and user materials included in the
         Licensed Programs as copyrighted works. CONTRACTOR shall protect the
         programs, data-base information, and user materials included in the
         Licensed Programs as confidential information and trade secrets.
         CONTRACTOR shall not, at any time, disclose such confidential
         information and trade secrets to any other person, firm, organization,
         or employee that does not (consistent with CONTRACTOR's right of use
         hereunder) need to obtain access to the Licensed Programs. CONTRACTOR
         shall devote its best efforts to ensure that all CONTRACTOR's personnel
         and all other persons afforded access to the Licensed Programs by
         CONTRACTOR protect the Licensed Programs as trade secrets and
         confidential information and refrain from any use or disclosure in any
         manner not expressly permitted by this Agreement. These restrictions
         shall not apply to information (1) generally known to the public or
         obtainable from public sources; (2) previously in the possession of
         CONTRACTOR or subsequently developed or acquired without reliance on
         the Licensed programs; or (3) approved by COUNTY for release without
         restriction. The programs, data-base information, and user materials
         included in the Licensed Programs may not be decompiled, reverse
         engineered, reprinted, transcribed, extracted, or reproduced, in whole
         or in part, without the prior written consent of COUNTY. CONTRACTOR
         shall not in any way modify or alter the Licensed Programs without the
         prior written consent of COUNTY. CONTRACTOR further agrees that all
         data enter into the data base of the CTMS by CONTRACTOR, statistical
         information or data produced by CONTRACTOR through the use of the CTMS
         or other data, information or material produced pursuant to this
         Agreement is work made for hire under the laws of the United States.

9.8      Miscellaneous:

         9.8.1    Data Files: CTMS will provide for a daily transfer of selected
                  data files between CONTRACTOR and COUNTY. The CTMS shall be
                  made available for such transfer of data files as established
                  by COUNTY. CONTRACTOR is responsible for maintaining and
                  storing in a safe and secure location backup copies of all
                  data files CONTRACTOR may place in the CTMS. Such backup shall
                  be performed nightly. In no event shall COUNTY be liable for
                  loss or destruction of data files for any reason.

         9.8.2    Training: Once CONTRACTOR has selected personnel who are
                  qualified to operate the CTMS, COUNTY shall provide
                  CONTRACTOR's personnel with initial


                                     - 53 -
<PAGE>   56
                  training in the Operation of such system. COUNTY may provide
                  further training on mutually acceptable terms.

                                   ARTICLE 10

                           COMPENSATION AND COLLECTION

10.1     Compensation: CONTRACTOR shall be compensated for services delivered
         pursuant to the terms and conditions of this Agreement as follows:

         10.1.1   Payment: COUNTY will remit payment to the CONTRACTOR within
                  thirty (30) days from the date that each weekly Wednesday
                  report is received, pursuant to Article 7.1. COUNTY shall
                  comply with the provisions of the "Florida Prompt Payment Act"
                  as required by Section 1-51.6 of the Broward County Code of
                  Ordinances.

         10.1.2   Disincentives: COUNTY shall reduce payment to CONTRACTOR by
                  any disincentive deduction assessed for failure to comply with
                  service, performance, or maintenance requirements as
                  specifically set forth by this Agreement.

         10.1.3   Reimbursement: COUNTY shall not process or remit payment for
                  any reimbursement after sixty (60) days of the actual trip
                  date. The reimbursement schedule is attached hereto as Exhibit
                  "D" and incorporated herein by reference thereto.

         10.1.4   Noncompliance: In the event of failure by CONTRACTOR to comply
                  with any requirement of this Agreement, COUNTY shall withhold
                  payment until CONTRACTOR is determined to be in compliance.
                  Noncompliance shall include, but not be limited to, the
                  following:

                  A.       Services were improperly rendered.

                  B.       CONTRACTOR failed to meet service specifications.

                  C.       Services were otherwise questionable.

10.2     Fare Structure and Collection:

         10.2.1   Fare Structure: COUNTY shall determine the client fare
                  structure for each service trip.


                                     - 54 -
<PAGE>   57
                  COUNTY retains the right to implement, and CONTRACTOR shall
                  comply with, fare adjustments.

         10.2.2   Fare Collection: The CONTRACTOR is responsible for collection
                  of fares due and owing from a client, and the maintenance of
                  records and deposit receipts for the fares collected, as per
                  the terms and conditions of this Agreement. CONTRACTOR shall
                  accept all means of payment approved from time to time by the
                  COUNTY, including, but not limited to, cash, passes, tickets,
                  transit punch cards, transfers, and electronic transit fare
                  cards. All fares are to be collected as the client boards the
                  vehicle. Clients must pay the exact fare when boarding and
                  vehicle operators are not permitted to make change. Clients
                  shall not be required to pay any fare to the vehicle operator
                  when the actual pick up service is over sixty (60) minutes
                  past the scheduled pick up time. COUNTY paratransit clients
                  will not be expected or requested to pay, and drivers will not
                  be permitted to accept, gratuities.

10.3     Billing Functions: Billing functions shall be performed through the
         CTMS.

                                   ARTICLE 11

                                TERM OF AGREEMENT

11.1     Effective Date: This Agreement shall be effective upon proper execution
         by all parties hereto.

11.2     Commencement Date: The parties acknowledge that there are certain
         requirements which are to begin subsequent to the effective date of
         this Agreement. Notwithstanding those requirements, the paratransit
         services to be provided by this Agreement shall commence at 12:01 a.m.
         on December 29, 1996 and shall terminate at midnight on December 29,
         1999, provided, however, that this Agreement may terminate earlier as
         provided by Article 15 herein.

11.3     Renewal: This Agreement may be renewed for two consecutive one (1) year
         terms unless either party elects not to do so. Election not to do so
         shall be by written notice to the other party at least one hundred
         twenty (120) days prior to the end of the then current term.


                                     - 55 -

<PAGE>   58
                                   ARTICLE 12

                   AGREEMENT COORDINATION AND RESPONSIBILITIES

12.1     COUNTY'S coordinator for the Agreement shall be the Contract
         Administrator or his/her designee. CONTRACTOR, or designee, with the
         exception of Agreement amendment or modification as per Article 14
         herein, shall accept instructions, authorizations, and approvals from
         the COUNTY'S Coordinator.

12.2     CONTRACTOR shall submit in writing to COUNTY the name of its Agreement
         Coordinator who may be a designated corporate officer of CONTRACTOR.

12.3     As per Article 14 herein, COUNTY'S coordinator, or his/her designee, is
         authorized to administratively approve changes in the terms of this
         Agreement that do not affect the material Scope of Work, period of
         Agreement performance, or amount of compensation within this Agreement.

                                   ARTICLE 13

                               RECORDS AND AUDIT

13.1     CONTRACTOR shall maintain such separate records and accounts including
         property, personnel, and financial records as are deemed necessary by
         COUNTY to ensure a proper accounting record. The system of accounting
         will be in accordance with generally accepted accounting principles and
         practices. (Reference the manual "Transportation Accounting Consortium
         Model Uniform Accounting System for Rural and Specialized
         Transportation Providers," October 1986. See Section 412.007(6)),
         Florida Administrative Code.

13.2     COUNTY shall approve CONTRACTOR'S forms that may be required in
         addition to those required by the COUNTY'S CTMS.

13.3     At reasonable intervals during regular business hours, COUNTY, through
         its duly authorized representatives and federal and state personnel,
         shall have the right to audit, examine, and make excerpts and
         transcripts from CONTRACTOR's records with respect to matters covered
         in this Agreement.

13.4     In the event funds paid to CONTRACTOR under this Agreement are
         subsequently disallowed by COUNTY because of accounting errors or
         charges not in conformity with this Agreement, CONTRACTOR shall refund
         promptly such disallowed amounts to COUNTY or COUNTY shall
         appropriately deduct from reimbursement compensation as required.


                                     - 56 -
<PAGE>   59
13.5     CONTRACTOR shall retain all financial records, supporting documents,
         statistical records, and any other documents pertinent to this
         Agreement for a period of five (5) years after termination of this
         Agreement, or if an audit has been initiated and audit findings have
         not been resolved at the end of five (5) years, the records shall be
         retained until resolution of the audit findings.

                                   ARTICLE 14

                            CHANGES AND MODIFICATIONS

14.1     Upon the execution and delivery of this Agreement, it is understood and
         agreed that any and all previous agreements and understandings, both
         written and oral, between the parties are canceled and have been
         superseded by this Agreement and that this Agreement embodies and sets
         forth all understandings between the parties.

14.2     Changes in the terms of this Agreement, or in the scope of work to be
         performed hereunder may, from time to time, be deemed necessary and
         desirable. Such changes, which are mutually agreed to, shall be
         incorporated in written amendments to this Agreement pursuant to formal
         negotiations and formal COUNTY requirements.

14.3     Changes in the terms of this Agreement that do not affect the material
         Scope of Work, period of Agreement performance, or amount of
         compensation within this Agreement, may be administratively approved by
         the Contract Administrator, or his/her designee, and CONTRACTOR without
         requiring a formal amendment.

                                   ARTICLE 15

                                   TERMINATION

15.1     Termination at Will: Either party shall have the right at any time to
         terminate this Agreement upon ninety (90) days written notice to the
         other party. In the event of termination, COUNTY shall pay CONTRACTOR
         the compensation rate for actual services provided and described in
         Article 10 of this Agreement up to the effective date of termination.
         In that event, all finished and unfinished documents and other
         materials as described in Articles 8, 9, and 13, shall become COUNTY
         property.

15.2     Termination for Default:

         15.2.1   CONTRACTOR Breach: If, through any cause within the reasonable
                  control of CONTRACTOR, CONTRACTOR


                                     - 57 -
<PAGE>   60
                  shall fail to fulfill in a timely and proper manner, or
                  otherwise violate any of the covenants, agreements, or
                  stipulations specified and material to this Agreement, COUNTY
                  shall thereupon give written notice to CONTRACTOR of such
                  default and CONTRACTOR shall thereafter have fourteen (14)
                  days from the date of notice to cure such breach. If the
                  default cannot, with due diligence, be cured within the
                  fourteen (14) day period, COUNTY within its sole discretion,
                  has the right to extend such period as deemed appropriate. If
                  CONTRACTOR certifies that the default has been cured by such
                  date and COUNTY disagrees, COUNTY shall give written notice to
                  CONTRACTOR disputing the alleged curing of the default. In the
                  event CONTRACTOR shall not have cured said default to the
                  satisfaction of COUNTY by such effective date, then this
                  Agreement shall terminate on said date or as otherwise agreed
                  to by the Parties.

         15.2.2   CONTRACTOR Liability: CONTRACTOR shall not be relieved of
                  liability to COUNTY for damages sustained by COUNTY by virtue
                  of any breach of the Contract by CONTRACTOR. COUNTY may
                  reasonably withhold compensation to CONTRACTOR for the
                  purposes of set-off until such time as the exact amount of
                  damages due COUNTY from CONTRACTOR is determined.

         15.2.3   COUNTY Rights: CONTRACTOR agrees that termination of this
                  Agreement by COUNTY shall not waive any right or rights which
                  COUNTY may have against CONTRACTOR for the breach of any
                  term(s) of this Agreement.

15.3     Termination for Insolvency: COUNTY reserves the right to terminate this
         Agreement in the event CONTRACTOR is placed either in voluntary or
         involuntary bankruptcy or makes an assignment for the benefit of
         creditors. In the event of involuntary bankruptcy, CONTRACTOR shall
         have ninety (90) days to have same dismissed before COUNTY shall
         declare CONTRACTOR in default. Under these circumstances, the rights
         and obligations of the parties shall be the same as provided for in
         Section 15.1 above.

                                   ARTICLE 16

                          INSURANCE AND INDEMNIFICATION

16.1     Insurance: CONTRACTOR shall not commence work under this Agreement
         until it has obtained all insurance required under


                                     - 58 -
<PAGE>   61
         this Article and such insurance has been approved by COUNTY. CONTRACTOR
         shall maintain during the term of this Agreement the following
         insurance:

         16.1.1   Workers' Compensation Insurance: Workers' Compensation
                  Insurance to apply for all employees in compliance with the
                  "Workers' Compensation Law" of the state of Florida and all
                  applicable federal laws. In addition, the policy(ies) must
                  include:

                  A.       Employers' Liability with a limit of One Hundred
                           Thousand Dollars ($100,000.00) per accident.

                  B.       Notice of Cancellation and/or Restriction--The
                           Policy(ies) must be endorsed to provide COUNTY with
                           thirty (30) days' notice of cancellation and/or
                           restriction.

         16.1.2   Automobile Liability Insurance: Business Automobile Liability
                  with minimum limits of Five Hundred Thousand Dollars
                  ($500,000.00) per occurrence combined single limit for Bodily
                  Injury Liability and Property Damage Liability. Coverage must
                  be afforded on a form no more restrictive than the latest
                  edition of the Business Automobile Liability Policy, without
                  restrictive endorsements, as filed by the Insurance Services
                  Office and must include:

                  1.       Owned Vehicles.

                  2.       Hired and Non-owned vehicles.

                  3.       Notice of Cancellation and/or Restriction--The
                           policy(ies) must be endorsed to provide COUNTY with
                           thirty (30) days' notice of cancellation and/or
                           restriction.

         16.1.3   Self-Insurance Plan: CONTRACTOR may maintain the first One
                  Hundred Thousand Dollars ($100,000.00) insurance coverage
                  through a self-insurance plan approved by the Insurance
                  Commissioners of the state of Florida. Written proof of said
                  approval shall be submitted to COUNTY'S Risk Management
                  Division prior to execution of this Agreement.

         16.1.4   Computer Equipment Insurance: The following types of computer
                  equipment insurance will be required for the MIDAS PT system:


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<PAGE>   62
                  16.1.4.1 Property Insurance: Property Insurance shall be
                           written on an all risk form, at one hundred (100%)
                           percent of replacement value. Policy form may be
                           specific electronic data processing equipment form or
                           an inland marine floater. Where policy includes a
                           deductible, that deductible may not exceed Five
                           Hundred Dollars ($500.00) per occurrence. The policy
                           shall include COUNTY as an additional insured as well
                           as providing a thirty (30) day prior written notice
                           of cancellation and/or expiration provision.

         16.1.5   Evidence of Insurance: CONTRACTOR shall provide to COUNTY
                  Certificates of Insurance evidencing the insurance coverage
                  specified above. If the initial insurance expires prior to the
                  completion of the work, renewal Certificates of Insurance
                  shall be furnished thirty (30) days' prior to the date of
                  their expiration. COUNTY reserves the right to request copies
                  of all of the actual policies.

16.2     Indemnification:

         16.2.1   CONTRACTOR shall indemnify and hold harmless COUNTY, COUNTY'S
                  respective officers, employees, agents, and representatives
                  from and against any and all claims, losses, costs, damages,
                  and liability on account of injury to or death of any person,
                  or loss of or damage to any property arising from any act(s)
                  or omissions(s), of any kind or nature whatsoever, of
                  CONTRACTOR or its officers, employees, agents, or
                  representatives.

         16.2.2   CONTRACTOR further agrees to indemnify and hold harmless
                  COUNTY, COUNTY'S respective officers, employees, agents, and
                  representatives against any and all claims or liability
                  arising from or based on the violation, or alleged violation,
                  of any federal, state, county or city laws, by-laws,
                  ordinances or regulations by CONTRACTOR, its officers,
                  employees, agents, or representatives..

         16.2.3   The indemnification provided above will obligate the
                  CONTRACTOR to defend at its own expense or to provide for such
                  defense, at COUNTY'S option, any and all claims of liability
                  and all suits and actions of every name and description that
                  may be brought against COUNTY which may result from the
                  operations and activities under this Agreement, whether the
                  operations be performed by CONTRACTOR

                                     - 60 -
<PAGE>   63
                  or anyone directly or indirectly employed by CONTRACTOR. The
                  execution of this Agreement by CONTRACTOR shall obligate
                  CONTRACTOR to comply with the foregoing indemnity provision;
                  however, the collateral obligation of insuring this indemnity
                  must be complied with as set forth in Section 15.1 above.

         16.2.4   CONTRACTOR's obligations under the above sections shall
                  survive the expiration, termination, or cancellation of this
                  Agreement until the expiration of any applicable statute of
                  limitation for any such claim, demand, cause of action, or
                  proceeding of any kind or nature whatsoever.

                                   ARTICLE 17

                           ASSIGNMENT AND/OR TRANSFER

17.1     CONTRACTOR shall not assign and/or transfer any interest in this
         Agreement (whether by assignment or novation) without the prior written
         consent of COUNTY.

17.2     CONTRACTOR is fully responsible to COUNTY for the acts and omissions of
         persons directly employed by it, as well as the acts and omissions of
         any subcontractors and of persons employed by any subcontractors.
         Nothing contained in this Agreement shall create any contractual
         relationship between any subcontractor and COUNTY.

                                   ARTICLE 18

                                     NOTICES

18.1     Whenever either party desires to give notice to the other, it must be
         given by written notice, sent by registered or certified United States
         mail, with return receipt requested, or by a commercial carrier
         requiring a receipt, addressed to the party for whom it is intended, at
         the place last specified, and the place for giving of notice shall
         remain such until it shall have been changed by written notice in
         compliance with the provisions of this paragraph. For the present, the
         parties designate the following as the respective places for giving of
         notice, to-wit:

                  FOR BROWARD COUNTY:

                           Contract Administrator
                           Division of Mass Transit
                           3201 West Copans Road
                           Pompano Beach, FL 33060


                                     - 61 -
<PAGE>   64
                                 FOR CONTRACTOR:
                                        Karen Caputo
                                        P.O. Box 2281
                                        Hollywood FL 33022



                                   ARTICLE 19

                          EQUAL EMPLOYMENT OPPORTUNITY
                       MINORITY BUSINESS PARTICIPATION AND
                COMPLIANCE WITH FEDERAL CIVIL RIGHTS REGULATIONS

19.1     Equal Employment Opportunity: CONTRACTOR shall not discriminate against
         any employee or applicant for employment because of race, religion,
         color, sex, age, ancestry, marital status, disability, place of birth,
         national origin, political affiliation, or sexual orientation.
         CONTRACTOR shall take affirmative action to ensure that such applicants
         are employed and that employees are treated during their employment
         without regard to their race, religion, color, sex, age, ancestry,
         marital status, disability, place of birth, national origin, political
         affiliation, or sexual orientation. Such actions shall include, but not
         be limited to, the following: employment, upgrading, transfer or
         demotion; recruitment or recruitment advertising; layoff or
         termination; rates of pay or other forms of compensation; and selection
         for training, including apprenticeship. Evidence of such action will be
         included in a written plan developed in accordance with the
         requirements herein. CONTRACTOR agrees to furnish COUNTY with a copy of
         its Affirmative Action Policy. CONTRACTOR agrees to post in conspicuous
         places, available to employees and applicants for employment, notices
         setting forth the provisions of this Equal Employment Opportunity
         Program.

19.2     Nondiscrimination: During the performance of this Agreement, CONTRACTOR
         agrees as follows:

         19.2.1   Employee Solicitation: CONTRACTOR shall, in all solicitations
                  or advertisements for employees placed by or on behalf of
                  CONTRACTOR, state that all qualified applicants will receive
                  consideration for employment without regard to race, religion,
                  color, sex, age, ancestry, marital status, disability, place
                  of birth, national origin, or sexual orientation.

         19.2.2   Collective Bargaining or Other Agreement: CONTRACTOR shall
                  send to each labor union or representative of workers with
                  which CONTRACTOR has a collective bargaining agreement or
                  other contract


                                     - 62 -
<PAGE>   65
                  or understanding, as applicable, a notice advising the said
                  labor union or workers' representatives of CONTRACTOR's
                  commitments under this Section.

         19.2.3   Access to Documentation and Information: CONTRACTOR shall
                  furnish all information and reports and will permit access to
                  CONTRACTOR's books, records, and accounts by COUNTY and
                  Compliance Review Agencies for purposes of investigation to
                  ascertain compliance with such rules, regulations, and orders.

         19.2.4   CONTRACTOR Noncompliance: In the event of CONTRACTOR's
                  noncompliance with nondiscrimination clauses of this Agreement
                  or with any of the said rules, regulations, or orders,
                  CONTRACTOR may be subject to termination as provided for by
                  Article 15 herein.

19.3     SDBE: CONTRACTOR agrees to implement and conduct a program which will
         enable small disadvantaged business enterprises ("SDBE"), as defined in
         Broward County Ordinance No. 84-14 and related Resolutions enacted by
         COUNTY, to be considered fairly as subcontractors and suppliers under
         this Agreement. In this regard, CONTRACTOR agrees to exercise its best
         efforts to affirmatively comply with COUNTY policy and goals fostered
         by or established in conjunction with said Ordinance and Resolutions by
         the use of minority vendors (subcontractors and suppliers) when
         possible. CONTRACTOR agrees to:

         A.       Where applicable, implement procedures by which CONTRACTOR
                  will seek action on SDBE participation from suppliers or
                  subcontractors.

         B.       Where applicable, ensure that known SDBEs will have an
                  equitable opportunity to compete for subcontracts,
                  particularly by arranging solicitations, time for the
                  preparation of bids, quantities, specifications, and delivery
                  schedules so as to facilitate the participation of SDBEs.

         C.       Provide information and communication programs to make sure
                  SDBEs are aware of their opportunities, with such programs
                  being bilingual where appropriate.

         D.       Maintain records showing procedures which have been adopted to
                  comply with the policy set forth in this clause and specific
                  efforts to identify and award contracts to SDBEs.


                                     - 63 -
<PAGE>   66
         E.       Include the appropriate "utilization of SDBE" clauses in
                  subcontracts which offer subcontracting opportunities to
                  SDBEs.

         F.       Cooperate with COUNTY in any studies and survey of
                  CONTRACTOR'S small disadvantaged business enterprises
                  procedures and practices that COUNTY may from time to time
                  conduct.

         G.       Where no conflict of interest exists, CONTRACTOR shall provide
                  technical guidance and counseling to any SDBE which seeks or
                  needs assistance in competing for subcontracts or supplier
                  status, and make known to the minority group community in the
                  area of solicitation that these services are available.

19.4     Civil Rights Law: CONTRACTOR agrees to comply with the Civil Rights Law
         as it relates to the provision of services pursuant to this Agreement.
         CONTRACTOR shall assure compliance with the following Civil Rights
         Statutes:

         A.       Title VI of the Civil Rights Act of 1964, as amended, 42
                  U.S.C. 2000d et seq., which prohibits discrimination on the
                  basis of race, color, or national origin in programs and
                  activities receiving or benefiting from federal financial
                  assistance.

         B.       Section 504 of the Rehabilitation Act of 1973, as amended, 29
                  U.S.C. 794, which prohibits discrimination on the basis of
                  COMPREHENSIVE PARATRANSIT SERVICEcap in programs and
                  activities receiving or benefiting from federal financial
                  assistance.

         C.       Title IX of the Education Amendments of 1972, as amended, 20
                  U.S.C. 1681 et seq., which prohibits discrimination on the
                  basis of sex in education programs and activities receiving or
                  benefiting from federal financial assistance.

         D.       The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101
                  et seq., which prohibits discrimination on the basis of age in
                  programs or activities receiving or benefiting from federal
                  financial assistance.

         E.       The Omnibus Budget Reconciliation Act of 1981, PL. 97-85,
                  which prohibits discrimination on the basis of sex and
                  religion in programs and activities receiving or benefiting
                  from federal financial assistance.

         F.       All regulations, guidelines, and standards lawfully adopted
                  under the above statutes.


                                     - 64 -
<PAGE>   67
21.11    Time is of the Essence: For the purposes herein, the parties agree that
         time shall be of the essence of this Agreement and the representations
         and warranties made are all material and of the essence of this
         Agreement.

21.12    Captions and Paragraph Headings: Captions and paragraph headings
         contained in this Agreement are for convenience and reference only and
         in no way define, describe, extend, or limit the scope or intent of
         this Agreement, nor the intent of any provisions hereof.

21.13    No Waiver: No waiver of any provision in this Agreement shall be
         effective unless it is in writing, signed by the party against whom it
         is asserted, and any such written waiver shall only be applicable to
         the specific instance to which it relates and shall not be deemed to be
         a continuing or future waiver.

21.14    Counterparts: This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but all
         of which shall constitute one and the same Agreement.

21.15    Gender: All terms and words used in this Agreement, despite the number
         and gender in which used, shall be deemed to include any other gender
         or number as the context or the use thereof may require.

21.16    Severability: In the event any term or provision of this Agreement
         shall be determined by appropriate judicial authority to be illegal or
         otherwise invalid, such provision shall be given its nearest legal
         meaning or be construed or deleted as such authority determines, and
         the remainder of this Agreement shall be construed to be in full force
         and effect.

21.17    Governing Law: This Agreement shall be construed and interpreted
         according to the laws of the State of Florida and venue with respect to
         any litigation shall be Broward County, Florida, whether in state or
         federal court.

21.18    Exhibits: All exhibits attached hereto contain additional terms and
         conditions of this Agreement and are incorporated as if actually set
         forth herein. Typewritten provisions inserted in this form or attached
         hereto shall control all printed provisions in conflict therewith.

21.19    Relationship of the Parties: Except as set forth herein, no party to
         this agreement shall have any responsibility whatsoever with respect to
         services


                                     - 67 -
<PAGE>   68
         provided or contractual obligations assumed by the other party.
         CONTRACTOR is and shall be in the performance of all work, services,
         and activities under this Agreement independent, and not an employee,
         agent, or servant of COUNTY. All persons engaged in any of the work or
         services performed pursuant to this Agreement shall at all times and in
         all places be subject to CONTRACTOR'S sole discretion, supervision, and
         control. CONTRACTOR shall exercise control over the means and manner in
         which it and its employees perform the work, and in all respects
         CONTRACTOR'S relationship and the relationship of its employees to
         COUNTY shall be that of an independent and not as employees or agents.

21.20    Compliance with Law: The parties agree to conduct and execute the
         Project in compliance with all applicable local, state, and federal
         laws.

21.21    Conflicts: Where there is a conflict between any provision set forth
         within this Agreement, and a more stringent state or federal provision
         which is applicable to any services performed under this Agreement, the
         more stringent state or federal provision shall prevail.

21.22    Public Entity Crimes: In accordance with the Public Entity Crimes Act
         (Section 287.133, Florida Statutes) a person or affiliate who is a
         consultant, who has been placed on the convicted vendor list following
         a conviction for a public entity crime may not submit a bid on a
         contract to provide any goods or services to the COUNTY, may not submit
         a bid on a contract with the COUNTY for the construction or repair of a
         public building or public work, may not submit bids on leases of real
         property to the COUNTY, may not be awarded or perform work as a
         contractor, supplier, subcontractor, or consultant under a contract
         with the COUNTY, and may not transact business with the COUNTY in
         excess of the threshold amount provided in Section 287.017, Florida
         Statutes, for CATEGORY TWO for a period of 36 months from the date of
         being placed on the convicted vendor list. Violation of this section by
         CONTRACTOR shall result in cancellation and may cause CONTRACTOR
         debarment.

21.23    Execution Date: The date of execution of this Agreement shall mean the
         last day upon which it becomes fully executed by the parties.

21.24    Ownership of Documents: All reports, surveys, and other data provided
         to CONTRACTOR and produced by CONTRACTOR during the course of this
         Agreement are and shall remain the property of COUNTY.


                                     - 68 -
<PAGE>   69
AGREEMENT BETWEEN BROWARD COUNTY AND AAA WHEELCHAIR WAGON SERVICE, INC., FOR
PARATRANSIT SERVICES


                                   CONTRACTOR


WITNESS:                                AAA WHEELCHAIR WAGON SERVICES, INC.



/s/ Luana Tringali                      By /s/ Karen Caputo, Pres.

/s/ Shirley Clary                       18th day of October, 1996.

                                        ATTEST:

     (CORPORATE SEAL)
                                        ________________________________________
                                                  Corporate Counsel
          [SEAL]


STATE OF FLORIDA    )
                    )    SS.
COUNTY OF BROWARD   )


         The foregoing instrument was acknowledged before me this 18th day of
October, 1996, by Karen Caputo, as ____________________ of ____________________,
a Florida corporation, on behalf of the corporation. He/She is personally known
to me or has produced Fla. Driver's License as identification and who did take
an oath.


OFFICIAL NOTARY SEAL                    /s/       Donna Gail Person
DONNA GAIL PERSON                       ----------------------------------------
NOTARY PUBLIC STATE OF FLORIDA          Notary Public, State of Florida
COMMISSION NO. CC282044
MY COMMISSION EXP. MAY 2, 1997
                                                  Donna Gail Person
                                        ----------------------------------------
                                        Print or type name

My commission expires:

                                     - 70 -