<PAGE>   1

                              EX-2.5
                              Subscription and Stock Purchase Agreement

                                  SUBSCRIPTION
                                       AND
                            STOCK PURCHASE AGREEMENT

THIS SUBSCRIPTION AND STOCK PURCHASE AGREEMENT ("Agreement") is made and entered
into effective as of the 1st day of September, 1997, by and among SUPERSHUTTLE
INTERNATIONAL, INC., a Delaware corporation (hereinafter referred to as "SSI"),
SHUTTLE EXPRESS, INC., a Maryland corporation (hereinafter referred to as the
"Company"), and YELLOW HOLDING, INC., a Maryland corporation (hereinafter
referred to as "Yellow").

RECITALS

     The Company is a wholly-owned subsidiary of Yellow and is the sole owner
and operator of a licensed SuperShuttle franchise business operating a
"SuperShuttle" dedicated shared-ride shuttle van service to and from
Baltimore-Washington International Airport pursuant to an exclusive contract
with the Maryland Aviation Administration (hereinafter referred to as the
"Service").

     The Company and Yellow are desirous of obtaining the management experience
and financial resources of SSI for the purpose of improving the management and
operation of the Service, and SSI is desirous of acquiring a one-half (1/2)
interest in the Company for that purpose.

     The parties have reached an understanding with respect to the issuance to
(and purchase by) SSI of so many shares of stock of the Company as shall equal,
after issuance, fifty percent (50%) of the authorized, issued and outstanding
shares of stock of the Company, upon the terms and conditions contained herein.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements and subject to the
terms and conditions set forth in this Agreement, the parties agree as follows:

     1.0 Subscription for Shares. SSI hereby subscribes for and, subject to the
terms and conditions of this Agreement and in reliance on the representations,
warranties and promises contained herein, agrees to purchase 1,000 fully paid
and nonassessable shares of Common Stock, par value $1.00 per share, of the
Company (the "Shares"), free and clear of all liens, claims, and encumbrances
other than as specifically required hereby. Said number of shares equals, after
issuance, fifty percent (50%) of the authorized, issued and outstanding shares
of Common Stock of


                                       1
<PAGE>   2


the Company. The Company agrees to issue, sell and deliver to SSI the Shares
subscribed upon the terms and conditions contained herein.

     2.0 Consideration For Shares. In consideration of and in exchange for the
issuance and sale of the Shares to be paid by SSI shall be as follows: SSI
agrees to contribute to the capital of the Company on an "as needed basis" such
sums of money as are required from to time to adequately find the continued
operation and expansion of the Company and Service following the date of this
Agreement, not to exceed in total the sum of Seven Hundred Thousand Dollars
($700,000.00).

     3.0 Vehicle Leases; Other Liabilities of the Company.

     3.1 Vehicle Leases. In addition to the aforesaid capital contribution, SSI
shall indemnify Yellow for the remaining indebtedness of Yellow on the
NationsBank vehicle leases for those vehicles (and those vehicles only) that SSI
determines it desires for the Company's continued use in the Service (the
"Vehicles"). All other vehicles shall be disposed of by Yellow as Yellow may
determine for its sole benefit. Upon payment of the balance of the vehicle
leases for the Vehicles, Yellow shall exercise the purchase option (for the sum
of One Dollar ($1.00) each) and title to the Vehicles shall be conveyed to the
Company.

     3.2 Other Liabilities. All liabilities of the Company, excepting the
selected vehicle leases as provided herein above, as of the date hereof, shall
be assumed and paid by Yellow. With regard to any current or former key
management personnel of the Company as of the date hereof, Yellow shall
indemnify SSI and the Company for any liability with respect to said personnel
for any claims existing or hereinafter arising based in whole or in part upon
matters past or existing as of the date hereof.

     4.0 Representations and Warranties of the Company and Yellow. The Company
and Yellow represent and warrant to SSI as follows, and acknowledge and confirm
that SSI is relying upon such representations and warranties in connection with
the execution, delivery and performance of this Agreement, notwithstanding any
investigation made by SSI or on its behalf.

     4.1. Organization and Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Maryland, has all of the requisite corporate power and authority and has all of
the licenses, permits, authorities and consents that are necessary to own,
operate and lease its properties and to carry on its business as now being
conducted. The Company is duly qualified to do business and is in good standing
as a foreign corporation in all jurisdictions in which the property owned,
leased or operated by the Company or the nature of the business conducted by the
Company makes such qualification necessary. The Company is not a party to or
subject to any agreement, consent decree or order, or other understanding or
arrangement with, or any directive of, any governmental authority or other
person which imposes any restriction or otherwise affects in any material way
the conduct of its business in any jurisdiction or location. True and accurate
copies of the Company's Articles of Incorporation, as amended, and By-laws, as
presently in effect, are attached as Schedule 4.1 to this Agreement.


                                       2
<PAGE>   3


     4.2. Capitalization. The authorized capital of the Company consists solely
of 100,000 shares of common stock, $1.00 par value, of which 1,000 shares have
been validly issued and are now outstanding, all of which are owned by Yellow.
All such shares of capital stock have been validly authorized and issued and are
filly paid and nonassessable.

     4.3. Subsidiaries. The Company has no subsidiaries and does not otherwise
presently own or control, directly or indirectly, any other corporation,
association, or other business entity.

     4.4. Authorization. The Company has all the requisite legal and corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of the
Company and its officers, directors and stockholders necessary for the
authorization, execution, delivery, and performance of all obligations of the
Company under this Agreement has been taken. This Agreement, when executed and
delivered, shall constitute a legal, valid and binding obligation of the Company
and Yellow, enforceable in accordance with its terms.

     4.5. Governmental Consents. Except as set forth in Schedule 4.5, no
consent, approval, order, or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with
the execution, delivery or performance of this Agreement or consummation of the
transactions contemplated hereby. Based in part upon the accuracy of the SSI's
representations and warranties as set forth in Section 6.1, the sale and
issuance of the Shares by SSI in conformity with the terms of this Agreement is
exempt from the registration requirements of all applicable federal and state
securities laws.

     4.6. Compliance with Other Instruments. The Company will not be, as a
result of the execution, delivery or performance of this Agreement, in violation
of or default under any provision of its Articles of Incorporation or By-laws,
as amended and in effect on the date hereof, or of any provision of any
instrument, contract or lease to which it is a party, or of any provision of any
federal or state judgment, writ, decree, order, statute, rule, or governmental
regulation applicable to the Company.

     4.7. Financial Statements. An unaudited balance sheet and income statement
as of and for each of the fiscal years ending December 31, 1996 and December 31,
1995, and an unaudited balance sheet, income statement and statement of cash
flows as of and for the period ending July 31, 1997 (collectively, the "Company
Financials"), are attached hereto as Schedule 4.7.

     The Company Financials have been prepared by management, are true and
correct and fairly present the financial position of the Company as of their
respective dates and the results of its operations for the periods then ended
and contain all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation. The Company has established a standard system
of accounting and has consistently carried out and administered the same. Except
to the extent reflected or reserved against or disclosed in the Company
Financials, as of their respective



                                       3
<PAGE>   4


dates, the Company has not incurred any material liabilities or obligations of
any kind, whether accrued, absolute, contingent or otherwise, which should have
been so reflected or reserved against or disclosed (including, without
limitation, all liabilities to vendors and customers of the Company).

     4.8 Undisclosed Liabilities. The Company has no liabilities or obligations,
either absolute, accrued, contingent or otherwise, which individually or in the
aggregate are materially adverse to the financial condition and business of the
Company, which (i) have not been reflected in the Company Financials, (ii) have
not been described in this Agreement or in any of the Schedules hereto, or (iii)
have not been incurred in the ordinary course of business since July 31, 1997,
consistent with past practices.

     4.9 Assets of the Company. The assets of the Company consist primarily, in
addition to the Vehicles, of the name and good will of the Company, the
SuperShuttle franchise license agreement, the contract with Maryland Aviation
Administration ("MAA") for the Service, certain office equipment and computer
hardware and software, its driver and employee relationships, and other general
intangibles. There exist no substantial accounts receivable or cash on hand or
in the bank.

     4.10. No Prebillings. The Company has not prebilled or received payment,
and the Company will not prebill or receive payment, from any of its accounts
for services to be rendered or for expenses to be incurred subsequent to the
date hereof; other than in the ordinary course of business, which is not more
than $1,000.00.

     4.11. Changes. Except as set forth in Schedule 4.11, since July 31, 1997:

          (a) The Company has not entered into any transaction which was not in
     the ordinary course of business;

          (b) There has been no adverse change in the condition (financial or
     otherwise), business, property, assets or liabilities of the Company other
     than changes in the ordinary course of business, none of which,
     individually or in the aggregate, has been material;

          (c) There has been no damage to, destruction of or loss of physical
     property (whether or not covered by insurance) adverse to the business or
     operations of the Company;

          (d) The Company has not increased the compensation of any of its
     officers or the rate of pay of their employees as a group, except as part
     of regular compensation increases in the ordinary course of business;

          (e) There has been no resignation or termination of employment of any
     key officer or employee of the Company, and the Company does not know of
     any impending resignation or termination of employment of any such officer
     or employee that if consummated would have an adverse effect on the
     business of the Company;


                                       4
<PAGE>   5


          (f) There has been no labor dispute involving the Company or any of
     its employees and none is pending or, to the best of the Company's
     knowledge, threatened;

          (g) There have not been any changes, except in the ordinary course of
     business, in the contingent obligations of the Company, by way of guaranty,
     endorsement, indemnity, warranty or otherwise;

          (h) There have not been any loans made by the Company to any of its
     employees, officers or directors other than travel advances and office
     advances made in the ordinary course of business;

          (j) There has been no litigation or administrative agency charges or
     proceedings commenced involving, relating to or affecting the business of
     the Company; and

          (j) There has been no other event or condition of any character
     pertaining to and materially adverse to the assets or business of the
     Company.

     4.12 Title to Assets; Liens, etc. The assets, both real, personal and
mixed, tangible and intangible, necessary or useful to the operation of the
business of the Company are in good condition and repair, ordinary wear and tear
excepted, and suitable for the uses intended. The assets are being maintained in
a state of good repair, and, in all respects, comply with and are operated in
conformity with all applicable laws, ordinances, regulations, orders, permits
and other requirements relating thereto adopted or currently in effect. The
Company has good and marketable title to the assets, free and clear of all
liens, other than the lien for current taxes not yet due and payable and liens
set forth on Schedule 4.12, and except for the vehicle leases with respect to
the Vehicles. Schedule 4.12 identifies and sets forth a complete list of each
parcel of real estate or interest therein owned or leased by the Company. The
buildings and improvements owned or leased by the Company and the uses thereof
do not contravene any zoning or building law or ordinance or violate any
restrictive covenant. Each lease of real property creates a legal, valid and
enforceable leasehold interest in favor of the Company, free and clear of all
liens. No default or event of default on the part of the Company, as lessee or
mortgagor, as the case may be, exists with respect to any lease or mortgage (and
related loan documents) with respect to such real property.

     4.13. Contracts and Obligations. Set forth in Schedule 4.13 is a list of
all material written and oral agreements, contracts, indebtedness, liabilities
and other obligations to which the Company is a party or by which it is bound
which (a) involve transactions or proposed transactions between the Company and
its officers, directors, stockholders, affiliates or any affiliate thereof; (b)
involve strategic arrangements or cooperation agreements; or (c) involve
commitments on behalf of the Company in excess of $10,000 in any twelve-month
period. Copies of such written, and summaries of such oral agreements,
contracts, indebtedness, liabilities and obligations have been made available
for inspection by SSI. All such agreements are legal, valid and binding
obligations and are in full force and effect in all respects. Except as set
forth in Schedule 4.13, The Company has avoided every



                                       5
<PAGE>   6


condition and has not performed any act the occurrence of which would result in
the Company's loss of any right granted under any license, distribution or other
agreement.

     4.14 Conflicts of Interest; Transactions with Principals. Except as
described in Schedule 4.14, no officer, director or stockholder of the Company
and no affiliate (as defined under the Securities Act of 1933, as amended) of
any such officer, director or stockholder has, either directly or indirectly,
(a) an interest in any corporation, partnership, proprietorship, association or
other person or entity which furnishes or sells services or products to the
Company or which purchases services from the Company or whose services are
similar to those furnished or sold by the Company, or (b) a beneficial interest
in any contract, agreement or commitment to which the Company may be bound,
other than Yellow.

     4.15 Outstanding Indebtedness. The Company has no indebtedness for borrowed
money (including deferred compensation) which the Company has directly or
indirectly created, incurred, assumed or guaranteed, or with respect to which
the Company has otherwise become directly or indirectly liable, other than as
disclosed in Schedule 4.15 or the Company Financials.

     4.16 Employees. Except as set forth in Schedule 4.16, the Company has no
employment contracts with any of its employees which are not terminable at will
or any consulting or independent contractor agreements with any individual or
entity, and it does not have any collective bargaining agreements covering any
of its employees. The Company complied with all applicable federal and state
equal employment opportunity laws and other laws related to employment. The
Company is not aware that any officer or key employee, or that any group of key
employees, intends to terminate their employment with the Company, whether as a
result of the transactions contemplated hereby or otherwise, nor does the
Company have a present intention to terminate the employment of any of the
foregoing.

     4.17 Employee Benefit Plans.

     (a) Schedule 4.17 sets forth:

          (i) all "employee welfare benefit plans," as defined in Section 3(1)
     of the Employee Retirement Income Security Act of 1974, as amended
     ("ERISA"), and any other employee benefit arrangements or payroll
     practices, including, without limitation, sick leave, vacation pay, salary
     continuation for disability, severance hospitalization, medical insurance,
     and life insurance programs maintained by the Company or each trade or
     business under common control with the Company (as determined under Section
     4001(b)(l) of ERISA, an "ERISA Affiliate") or to which the Company or any
     ERISA Affiliate has made contributions during the preceding five (5) years
     (the "Welfare Plans"); and

          (ii) all "employee pension benefit plans," as defined in Section 3(2)
     of ERISA, maintained by the Company or any ERISA Affiliate or to which the
     Company or any ERISA Affiliate has made contributions during the preceding
     five (5) years thereunder, including, without limitation,



                                       6
<PAGE>   7


     retirement, pension, savings, profit sharing, severance and stock purchase
     programs (the "Pension Plans"). The Welfare Plans and Pension Plans are
     hereinafter collectively referred to as the "Employee Benefit Plans."

     (b) No Employee Benefit Plan is required to be qualified under ERISA or
other applicable laws. There is no violation of ERISA with respect to the filing
of any applicable reports, documents and notices regarding the Employee Benefit
Plans with the Secretary of Labor and the Secretary of the Treasury or the
furnishing of such documents to the participants or beneficiaries of the
Employee Benefit Plans.

     (c) The Company does not maintain retiree life or retiree health insurance
plans which provide for continuing benefits or coverage for any participant or
any beneficiary of a participant after termination of employment except as may
be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA").

     (d) The Company is in compliance with the notice and continuation
requirements of COBRA and the regulations thereunder.

     (e) The Company has no formal plan or commitment, whether legally binding
or not, to create any additional Employee Benefit Plans or arrangement or modify
or change any existing Employee Benefit Plan, which would affect any employee or
former employee of the Company.

     (f) Neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated hereby will result in any rights
under any of the Employee Benefit Plans becoming exercisable by the holders
thereof or result in the creation or vesting of any rights in such holder under
any of the Employee Benefit Plans, or accelerate the time of payment or vesting
or increase the amount of compensation or benefits due to any director, officer,
employee or former employee of the Company.

     4.18 Taxes. The Company has filed all federal, state, county, local and
foreign tax returns, reports and forms for income, excise, social security,
property, payroll, unemployment and other taxes which are required to be filed
by it ("Tax Returns"). The Company has paid, or adequate provision has been made
on the Company Financials for the payment of, all federal, state, county, local
and foreign taxes, assessments, levies or duties, howsoever measured or imposed,
and related interest and penalties, if any (collectively, "Taxes"). There are no
tax examinations or audits underway involving the Company.

     4.19 No Sales or Conveyance Tax Due. No sales, use or other transfer or
conveyance taxes are or will become payable by any of the parties to this
Agreement as a consequence of the execution, delivery or performance of this
Agreement or any other agreements between the parties executed upon the date
hereof; other than taxes based upon the net income of the parties.



                                       7
<PAGE>   8


     4.20 Insurance. All assets of the Company are covered by such fire,
casualty, environmental liability and other insurance policies issued by
reputable insurers as are customarily obtained to cover comparable properties
and assets by businesses in the region in which the assets are located, in
amounts, scope and coverage which are reasonable in light of existing
conditions. Schedule 4.20 sets forth a list and description of all of the
policies of insurance and fidelity or surety bonds carried by the Company,
including, but not limited to, fire, liability, product liability, workers'
compensation, officers' life, and directors' and officers' liability insurance
policies. The Company has not failed to give any notice or present any material
claim under any insurance policy in due and timely fashion and all insurance
premiums due and payable by the Company in connection with the policies set
forth on Schedule 4.20 have been paid. There are no material claims, actions,
suits or proceedings arising out of or based upon any of such policies of
insurance, and, to the knowledge of the Company, no basis for any such material
claim, action, suit or proceeding exists. There are no notices of any pending or
threatened terminations or substantial premium increases with respect to any of
such policies, and the Company is in compliance with all conditions contained
therein.

     4.21 Disposal of Waste. The Company has not disposed, spilled or deposited
at any time on any of the properties previously or currently owned or leased by
it, nor does it have any knowledge of such disposal, spill or deposit on any of
the properties currently owned or leased by it, any "Hazardous Substance" in
excess of the corresponding "Reportable Quantity" (as those terms are defined in
the Comprehensive Environmental Response compensation and Liability Act, as
amended ("CERCLA") or its state or local equivalent), oil or petroleum in excess
of 100 kilograms, or "Hazardous Waste" in any quantity (as that term is defined
in the Resource Conservation and Recovery Act, as amended, or its state or local
equivalent), or disposed, spilled or deposited any Hazardous Substances, oil,
petroleum, or Hazardous Waste (collectively, "Materials"), the nature, amount,
or concentration of which would enable the United States Environmental
Protection Agency or any state regulatory agency to undertake or require the
removal or remediation of such Materials.

     4.22. Other Environmental Matters. As to all operations relating to the
business of the Company: (a) The Company has complied with all applicable
federal, state and local laws, regulations, rulings and guidelines (collectively
referred to as "Environmental Laws") in all material respects relating to any
Materials used, generated, managed, handled, treated, stored or disposed of at,
or moved or transported from, the sites where its business is conducted; (b) The
Company has not received any notices that it has been designated as a
"Potentially Responsible Party," a "Responsible Party," (as those terms are
defined, used or construed pursuant to CERCLA or its state or local
counterparts) or a defendant in any action, suit or proceeding pursuant to any
Environmental Law; (c) no Materials have been delivered to any site listed by
the United States Environmental Protection Agency (i.e., CERCLA) or by any state
as a site that actually or potentially requires investigation or remedial
action, (d) The Company is not a party to, have received notice of; or is aware
of any actual or threatened litigation or administrative proceedings concerning
environmental claims or liabilities; and (e) there are no environmental studies
or reports in the possession or control of the Company.

     4.23 Compliance With Laws.

     (a) The Company is in full compliance with all laws, rules and regulations
applicable to or affecting it or the conduct of its business and has secured all
governmental licenses, permits and approvals necessary to its business.


                                       8
<PAGE>   9


     (b) Other than sales tax licensing, corporate approvals to do business, and
the contracts with MAA and the Public Service Commission of Maryland, no
government licenses, permits or appraisals are otherwise issued to or relied
upon by the Company to conduct its business.

     4.24 Litigation. Except as set forth in Schedule 4.24, there is no action,
suit, arbitration, proceeding or investigation pending or threatened against the
Company before any court or administrative agency, nor does the Company know or
have any reason to know of any basis for any such action, proceeding or
investigation. The Company has not received any opinion or memorandum or legal
advice or notice from legal counsel to the effect that it is likely, from a
legal standpoint, that it will incur any liability which may be material to its
business.

     4.25 Full Disclosure; No Misrepresentation. The Company has fully provided
SSI with all the information which SSI has requested for deciding whether to
enter into this Agreement. Neither this Agreement nor any certificate or
Schedule or other information furnished by or on behalf of the Company pursuant
to this Agreement contains any untrue statement of a material fact or, when this
Agreement and such certificates, Schedules and other information are taken in
their entirety, omits to state a material fact necessary to make the statements
contained herein or therein not misleading.

     4.26 Validity of Shares. The Shares, when issued, sold and delivered to SSI
in accordance with this Agreement for the consideration expressed herein, will
be validly issued, fully paid and nonassessable and will be free and clear of
all liens.

     5.0 Representations and Warranties of SSI. SSI represents and warrants to
Yellow and the Company as follows, and acknowledges and confirms that Yellow and
the Company are relying upon such representations and warranties in connection
with the execution, delivery and performance of this Agreement, notwithstanding
any investigation made by Yellow or the Company or on their behalf.

     5.1. Organization and Standing. SSI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
has all of the requisite corporate power and authority and has all of the
licenses, permits, authorities and consents that are necessary to own, operate
and lease its properties and to carry on its business as now being conducted and
as proposed to be conducted. SSI is duly qualified to do business and is in good
standing as a foreign corporation in all jurisdictions in which the property
owned, leased or operated by SSI or the nature of the business conducted by SSI
makes such qualification necessary.

     5.2 Authorization. SSI has all the requisite legal and corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of SSI and
its officers, directors and stockholders necessary for the authorization,
execution, delivery, and performance of all obligations of SSI under this
Agreement has been taken. This Agreement, when executed and delivered, shall
constitute a legal, valid and binding obligation of SSI, enforceable in
accordance with its terms.

     5.3 Governmental Consents. No consent, approval, order, or authorization
of; or registration, qualification, designation, declaration or filing with, any
federal, state or local



                                       9
<PAGE>   10


governmental authority is required on the part of SSI in connection with the
execution, delivery or performance of this Agreement or consummation of the
transactions contemplated hereby.

     5.7 Compliance with Other Instruments. SSI will not be, as a result of the
execution, delivery or performance of this Agreement, in violation of or default
under any provision of its Articles of Incorporation or By-laws, as amended and
in effect on date hereof, or of any provision of any instrument, contract or
lease to which it is a party, or of any provision of any federal or state
judgment, writ, decree, order, statute, rule, or governmental regulation
applicable to SSI.

     6. Private Placement Status; Representations and Warranties of SSI.

     6.1 SSI represents and warrants as follows and acknowledges and confirms
that the Company is relying upon such representations and warranties in
connection with the execution, delivery and performance of this Agreement:

          (a) SSI has such knowledge and experience in financial and business
     matters that it is capable of evaluating the merits and risks of the
     investment by it in the Company as contemplated by this Agreement and is
     able to bear the economic risk of such investment for an indefinite period
     of time. SSI has been furnished access to such information and documents as
     it has requested and has been afforded an opportunity to ask questions of
     and receive answers from representatives of the Company concerning the
     business and financial condition of the Company and the terms and
     conditions of this Agreement and the issuance of securities contemplated
     hereby.

          (b) SSI is acquiring the Shares for investment for its own account and
     not with a view to, or for resale in connection with, any distribution. SSI
     understands that the Shares to be issued to SSI hereunder have not been
     registered under the Act by reason of a specific exemption from the
     registration provisions of the Act which depends upon, among other things,
     the accuracy of SSI's representations expressed herein.

          (c) SSI acknowledges that the Shares must be held indefinitely and may
     not be sold or offered for sale in the absence of an effective registration
     statement as to such securities under said Act and any applicable state
     securities laws or an exemption from such registration is available.

          (d) SSI has had an opportunity to discuss the business, management and
     financial affairs of the Company with their management and an opportunity
     to review the facilities of the Company. SSI understands that such
     discussions, as well as the written information provided by the Company,
     were intended to describe the aspects of the Company's business and
     prospects which it believes to be material but were not necessarily a
     thorough or exhaustive description.

     6.2. Legend. Each certificate representing the Shares shall be endorsed
with the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (TILE "ACT") OR ANY OTHER SECURITIES
LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT


                                       10
<PAGE>   11


UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS COVERING SUCH SECURITIES, OR
THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT ANOTHER
EXEMPTION FROM REGISTRATION IS AVAILABLE.

     7. Post Closing Agreements. The parties agree that from the date hereof,
unless the Buyer otherwise approves:

     7.1 Issuance of Shares; Dividends. (a) Except as provided in (b) below, the
Company will not issue, sell or deliver, or authorize the issuance, sale or
delivery of; or redeem, any shares of any class of its capital stock or any
securities convertible into or exercisable or exchangeable for any such shares,
or any warrants, calls, options, stock appreciation rights or other rights
calling for the issuance, sale or delivery of any such shares or convertible,
exercisable or exchangeable securities.

     (b) The Company will not declare or pay any dividend or make any other
distribution with respect to the capital stock of the Company, or redeem, retire
or repurchase any of the capital stock of the Company or reclassify or subdivide
or authorize the reclassification or subdivision of any the capital stock of the
Company.

     7.2 Board Membership. (a) Immediately hereafter, the Company's Board of
Directors shall have five (5) members, two (2) of which are to be appointed by
each of the shareholders, SSI and Yellow, and the fifth (5th) of which shall be
the President of SSI. Either shareholder shall have the right to remove any
director designated by that shareholder at any time and for any reason, and a
replacement designated by that shareholder shall be immediately elected by the
remaining board members. In the event that any designee of a shareholder shall
cease to serve as a director for any reason, the Company shall cause the vacancy
resulting therefrom to be filled by a designee of such shareholder.
Notwithstanding the foregoing, in the event SSI rejects Yellow's exercise of its
put option as set forth in the Shareholders Agreement attached hereto as Exhibit
C, then Yellow shall have the right to elect the fifth director as provided in
said Shareholders Agreement.

     (b) In the event that the Board of Directors of the Company ever designates
any of its members as an Executive Committee, SSI and Yellow shall be entitled
to designate such number of members of the Executive Committee so that the
percentage of members so designated by either SSI or Yellow shall be equal to
the percentage of members of the full Board of Directors designated by SSI and
Yellow pursuant to this Section 7.2 at that time.

     (c) SSI and Yellow agree to vote their shares of Common Stock in order to
effect the board membership requirements or removal rights set forth in this
Section 7.2 If either SSI or Yellow shall refuse to vote its shares of Common
Stock in order to effect the board membership requirements or removal rights set
forth in this Section 7.2, or shall refuse to give its written consent in lieu
of a meeting, thereupon, without further action by either SSI or Yellow, the
President or any Vice President of the Company shall be, and hereby is,
irrevocably constituted the attorney-in-fact and proxy of SSI or Yellow, as the
case may be, for the purpose of voting, and shall vote such shares at such
meeting or give such consent, as the case may be, in order to effect the board
membership requirements or removal rights set forth in this Section 7.2.



                                       11
<PAGE>   12


     (d) Except as provided in this Section, the Company shall not change the
size of the Board of Directors.

     7.3 Operating Agreement. SSI shall have the primary responsibilities for
the day-to-day management of the affairs of the Company and operational control
over the Service. The Company and SSI shall enter into a Operating Agreement for
the day-to-day management of the affairs of the Company in the form attached
hereto as Exhibit A (the "Operating Agreement"). Management fees shall be paid
to SSI and Yellow, over and above any compensation to SSI as set forth in the
Operating Agreement, on an equal basis to the extent that cash flow and the
revenues of the Company permit.

     7.4 Financial Statements. Operating financial statements as provided by SSI
in accordance with the Operating Agreement shall be provided to all members of
the Company's Board of Directors monthly.

     7.5 Additional Capital Requirements.

     (a) After the payment by SSI of the Subscription price for the Shares, up
to but not exceeding $700,000.00, both SSI and Yellow agree to equally make such
loans or contributions to the capital of the Company as are necessary (as
determined by the Board of Directors of the Company) to the continued management
and operation and the Company and Service. In the event the Board of Directors
determines that such additional capital is required, SSI and Yellow shall each
loan or contribute their share of such additional capital within thirty (30)
days of notice of such determination (the "Additional Contribution").

     (b) A failure by either SSI or Yellow to make an Additional Contribution as
required in subparagraph (a) above is a "Capital Contribution Default." A
Capital Contribution Default shall be subject to the remedies ("Capital
Contribution Default Remedies") set forth below. With respect to any Capital
Contribution Default, the party that fails to make the required payment is a
"Defaulting Shareholder," and the party that has actually paid its Additional
Contribution when due is a "Nondefaulting Shareholder."

     (i)  Default Loan. A Nondefaulting Shareholder may advance as a recourse
          loan ("Default Loan") to a Defaulting Shareholder to be paid directly
          to the Company, all or any portion of an Additional Contribution
          required of a Defaulting Member. A Default Loan shall bear interest on
          the unpaid balance at the rate of 18% per annum. The unpaid portion of
          the Default Loan, together with all accrued but unpaid interest, shall
          be due and payable in full at any time on written demand. Such Default
          Loan shall not be deemed to have cured the default of a Defaulting
          Shareholder but for Company accounting purposes shall be deemed to be
          a Capital Contribution by the Defaulting Shareholder.

     (ii) Nondefaulting Shareholder's Right to Distributions. If a Defaulting
          Shareholder has not paid a Default Loan in full prior to a
          distribution of management fees or other fees, dividends or
          liquidation proceeds from the Company, then any such amount that would
          otherwise be distributable to a Defaulting Shareholder shall be paid
          to the


                                       12
<PAGE>   13


          Nondefaulting Shareholder who has made the Default Loan to the
          Defaulting Shareholder until the Nondefaulting Shareholder has
          received sufficient funds to pay in full all principal, interest and
          other charges owing on account of the Default Loan. All such
          distributions received by a Nondefaulting Shareholder in payment of
          the amounts owing on the Default Loan shall be deemed to have been
          received by a Defaulting Shareholder.

    (iii) Application of Payments; Evidence of Default Loan. All amounts repaid
          or deemed repaid on a Default Loan shall be applied first against
          accrued interest, and then against costs, if any, and finally against
          principal. A Defaulting Shareholder shall, upon demand by a
          Nondefaulting Shareholder, execute a promissory note and any
          additional documents in the form and substance reasonably requested by
          a Nondefaulting Shareholder to confirm and evidence the Default Loan.

     (iv) In the event a Default Loan is outstanding upon the exercise of the
          call option, put option or sale of the Company or substantially all of
          its assets as provided in the Shareholders Agreement attached hereto
          as Exhibit C, then the amount thereof, including all principal,
          interest and costs accrued, shall be paid by the Defaulting
          Shareholder at such time and if Yellow is the Defaulting Shareholder
          and the call or put option is duly exercised, the Default Loan may be
          credited against the amount otherwise owed by SSI to Yellow upon such
          exercise.

     7.6 Fee Upon MAA Contract Renewal. The current service contract, including
existing options for extension terms, with the MAA for the Service expires
December 31, 2002. In the event that the MAA awards an additional contract to
the Company for the Service when the current contract with MAA expires, SSI
shall pay the sum of $175,000.00 directly to Yellow.

     7.7 Covenant Not to Compete. SSI and Yellow agree not to compete with the
Company with respect to the Service and the parties shall, coincident with the
execution hereof, enter into a Non-Competition Agreement in the form attached
hereto as Exhibit B (the "Non-Competition Agreement").

     7.8 Shareholders Agreement. Upon the execution hereof, the parties shall
enter into a Shareholders Agreement setting forth various rights and options of
the parties with respect to the shares of stock in the Company owned or to be
owned by SSI and Yellow in the form of Exhibit C attached hereto (the
"Shareholders Agreement").

     8. Closing Documents. Upon the execution hereof; the parties shall exchange
documents as follows:

     8.1. Delivery by The Company and Yellow. The Company and Yellow shall
deliver to SSI:

          (a) A copy of the resolutions duly adopted by the Board of Directors
     of the Company and Yellow authorizing and approving the execution, delivery
     and performance of this Agreement, and the execution and delivery of any
     and all other documents and agreements



                                       13
<PAGE>   14


     contemplated hereunder, certified by the Secretary or an Assistant
     Secretary of the Company or Yellow, as the case may be.

          (b) A stock certificate representing 1,000 shares of the Company's
     Common Stock, $1.00 par value per share, issued in the name of SSI. The
     stock certificate shall contain a restrictive legend to the effect that the
     shares represented by said certificate have not been registered under
     either the federal or state securities laws and are not transferable except
     pursuant to an exemption from said securities laws or subsequent
     registration of said shares as set forth in Section 6.2 above.

          (c) The opinion of counsel to the Company and Yellow to SSI to the
     following effect:

          (1) The Company, or Yellow as the case may be, is a corporation duly
          organized, validly existing and in good standing under the laws of the
          State of Maryland, and is entitled to own its properties and to carry
          on its business in the places where such properties are located and
          where such business is being conducted.

          (2) The execution, delivery and performance of this Agreement have
          been duly authorized by all necessary corporate action of the Company,
          or Yellow as the case may be, and this Agreement has been duly
          executed and delivered by the Company and Yellow and constitutes a
          valid and binding obligation of the Company and Yellow in accordance
          with its terms, except as the same may be limited by bankruptcy,
          insolvency, reorganization, moratorium or other similar laws now or
          hereafter in effect relating to creditor's rights and the remedies of
          specific performance and injunction and other forms of equitable
          relief which may be subject to equitable defenses and to the
          discretion of the court before which any proceeding therefor may be
          brought. No further corporate authorization or by any other person is
          necessary with respect to the execution and delivery of this Agreement
          by the Company or Yellow or their obligations hereunder.

          (3) Except as may be specified by such counsel, they do not know of
          any litigation, proceeding or governmental investigation pending or
          threatened against, or relating to, the Company, or Yellow as the case
          may be, or the their properties or business or the transactions
          contemplated under this Agreement.

          (4) The shares of the Company's Common Stock to be issued to SSI, when
          issued, shall be fully paid, non assessable, and validly issued.

          (d) A Certificate of Good Standing as of a recent date issued by the
     Secretary of the State of Maryland to the effect that the Company, and
     Yellow as the case may be, is in good standing under the laws of that
     state.

          (e) The Operating Agreement.

          (f) The Non-Competition Agreement. 



                                       14
<PAGE>   15


          (g) The Shareholders Agreement.

          (h) Written evidence satisfactory to SSI that The Company and Yellow
     has obtained all necessary governmental or regulatory approvals for the
     transactions contemplated hereby.

          (i) Such further instruments or documents as SSI or its counsel may
     reasonably request to assure the effective carrying out of the transactions
     contemplated hereby.

     8.2. Delivery by SSI. SSI shall deliver to the Company or Yellow:

          (a) A copy of the resolutions duly adopted by the Board of Directors
     of SSI authorizing and approving the execution, delivery and performance of
     this Agreement, and the execution and delivery of any and all other
     documents and agreements contemplated hereunder and thereunder, certified
     by the Secretary or an Assistant Secretary of SSI.

          (b) The opinion of counsel to SSI to the Company and Yellow to the
     following effect:

          (1) SSI is a corporation duly organized, validly existing and in good
          standing under the laws of the State of Delaware, and is entitled to
          own its properties and to carry on its business in the places where
          such properties are located and where such business is being
          conducted.

          (2) The execution, delivery and performance of this Agreement have
          been duly authorized by all necessary corporate action of SSI and this
          Agreement has been duly executed and delivered by SSI and constitutes
          a valid and binding obligation of SSI in accordance with its terms,
          except as the same may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws now or hereafter in
          effect relating to creditor's rights and the remedies of specific
          performance and injunction and other forms of equitable relief which
          may be subject to equitable defenses and to the discretion of the
          court before which any proceeding therefor may be brought. No further
          corporate authorization or by any other person is necessary with
          respect to the execution and delivery of this Agreement by SSI or its
          obligations hereunder.

          (3) Except as may be specified by such counsel, they do not know of
          any litigation, proceeding or governmental investigation pending or
          threatened against, or relating to, SSI or SSI's properties or
          business or the transactions contemplated under this Agreement.

          (c) A Certificate of Good Standing as of a recent date issued by the
     Secretary of State of the State of Delaware to the effect that SSI is in
     good standing under the laws of that state.

          (d) The Operating Agreement.

          (e) The Non-Competition Agreement.



                                       15
<PAGE>   16


          (f) The Shareholders Agreement.

          (g) Such further instruments or other documents as The Company or
     Yellow or their counsel may reasonably request to assure the effective
     carrying out of the transactions contemplated hereby.

     8.3. Form of Closing Documents. All closing documents shall be in form and
substance reasonably satisfactory to counsel for the respective parties.

     8.4 Additional Documents. The parties further agree that at any time
subsequent to the date hereof; they will, upon request and at the expense of the
requesting party, do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all such further acts, documents, or
assurances as may be required for the better consumation of the transactions
contemplated herein.

     9.0 Indemnification.

     9.1 The Yellow. Yellow agrees to and does hereby indemnify, and hold
harmless SSI, its directors, officers, employees and agents, against and in
respect to any claims, losses, expenses, obligations and liabilities, including
reasonable attorney's fees, which arise or result from or relate to any breach
of or failure by The Company or Yellow to perform any of their warranties,
representations, guarantees, commitments, covenants, or conditions under this
Agreement, including, but without limitation, loss or liability from any and all
liabilities of the Company (other than the vehicle leases with respect to the
Vehicles) existing on or before the date hereof in accordance with Section 3.2
above.

     9.2 SSI. SSI agrees to and hereby indemnifies and holds harmless Yellow,
its officers, directors, employees and agents, against and in respect to any
claims, losses, expenses, costs, obligations and liabilities, including
reasonable attorney's fees, which Yellow may incur or suffer by reason of a
breach of or failure by the SSI to perform any of its warranties,
representations, guarantees, commitments or covenants in this Agreement, or by
reason of any act or omission of SSI subsequent to the date hereof which
constitutes a breach or default hereunder.

     10.0 Agreement Expenses. Each of the parties shall bear its own expenses in
connection with the transactions covered or contemplated by this Agreement, and
each represents and warrants to the other that there is no broker, agent or
other person entitled to compensation or a fee in connection with this Agreement
or with the transactions contemplated hereby, except such fees or compensations
as each of the parties is hereby representing and warranting that it is
exclusively liable to pay.

     11. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give any benefits to any person (including, without limiting the
generality of the foregoing, any present or former employee of the Company) or
corporation or other entity, other than Yellow, the Company, and SSI, and this
Agreement shall be for the sole and exclusive benefit of Yellow, the Company,
and SSI.



                                       16
<PAGE>   17


     12. Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding upon, the successors, heirs, executors, administrators and
permitted assigns of the parties hereto. This Agreement may not be assigned by
any of the parties hereto without the prior written consent of the other
parties.

     13. Notices. Any notice from one party to the other shall be deemed given
when delivered to, or on the day after being sent by a nationally recognized
overnight courier service addressed to, the person at the address listed below
or to such other person and/or address as may be designated from time to time in
writing: 

To SSI:                              SuperShuttle International, Inc.
                                     4610 S. 35th Street
                                     Phoenix, Arizona 85040
                                     Attn: Brian Wier, President

With a copy to:                      Oman, Schulenburg & Politan, P.L.C.
                                     4801 E. Greenway Road
                                     Scottsdale, AZ 85254
                                     Attn: Steven P. Oman, Esq.

To Company:                          Shuffle Express, Inc.
                                     508 DiGuilian Blvd.
                                     Glen Burnie, Maryland 21061
                                     Attn: Marty Haynes

With a copy to:                      Moldawer & Marshall, P.C.
                                     30 Courthouse Square, Suite 300
                                     Rockville, Maryland 20850
                                     Attn: Alan B. Moldawer, Esq.

To Yellow:                           Yellow Holding, Inc.
                                     2100 Huntingdon Avenue
                                     Baltimore, Maryland 21211
                                     Attn: Terry Oates

With a copy to:                      Moldawer & Marshall, P.C.
                                     30 Courthouse Square, Suite 300
                                     Rockville, Maryland 20850
                                     Attn: Alan B. Moldawer, Esq.

     14. Severability. In the event any covenant, condition or other provision
of this Agreement is held to be invalid or unenforceable by a final judgment of
a court of competent jurisdiction, then such covenant, condition or other
provision shall be automatically terminated and performance thereof waived, and
such invalidity or unenforceability shall in no way affect any of the other
covenants, conditions or provisions hereof; and the parties hereto shall
negotiate in good faith



                                       17
<PAGE>   18


to agree to such amendments, modifications or supplements of or to this
Agreement or such other appropriate actions as, to the maximum extent
practicable, shall implement and give effect to the intentions of the parties as
reflected herein.

     15. Entire Agreement. This Agreement and any other additional agreements
contemplated herein contain all of the terms agreed upon by the parties with
respect to the subject matter hereof and thereof and there are no
representations or understandings between the parties except as provided herein
and therein. This Agreement may not be amended or modified in any way except by
a written amendment to this Agreement duly executed by the parties.

     16. Waiver. No waiver of a breach of or default under, any provision of
this Agreement shall be deemed a waiver of such provision or of any subsequent
breach or default of the same or similar nature or of any other provision or
condition of this Agreement.

     17. Applicable Law. This Agreement shall be governed by and construed (both
as to validity and performance) and enforced in accordance with the laws of the
State of Maryland.

     18. Attorneys' Fees. In any action brought to enforce the provisions of
this Agreement, the prevailing party shall be entitled to recover its attorneys'
fees and costs as determined by the court and not the jury.

     19. Equitable Relief. The parties agree that the remedies at law for any
breach of the terms of this Agreement are inadequate. Accordingly, the parties
consent and agree that an injunction may be issued to restrain any breach or
alleged breach of such provisions. The parties agree that terms of this
Agreement shall be enforceable by a decree of specific performance. Such
remedies shall be cumulative and not exclusive, and shall be in addition to any
other remedies which the parties may have at law or in equity.

     20. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument, but all of such counterparts taken together shall be
deemed to constitute one and the same instrument. No party shall be bound until
each party has signed at least one (1) such counterpart.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names as of the day and year first above written.


SHUTTLE EXPRESS, INC.
a Maryland corporation



By: /s/ ILLEGIBLE
   ---------------------
  Its:  President
      ------------------



                                       18
<PAGE>   19


YELLOW HOLDING, INC.
a Maryland corporation



By: /s/ ILLEGIBLE
   ---------------------
  Its:  President
      ------------------


SUPERSHUTTLE INTERNATIONAL, INC.
a Delaware corporation


By: /s/ Tom LaVay
   ---------------------
  Its:  CFO/Treasurer
      ------------------


                                       19