ELECTION OF DIRECTORS (PROPOSAL 1)

The Company's Second Amended and Restated Certificate of Incorporation provides for three classes of directors as nearly equal in number as possible. The term of office of Class II directors expires at the 1998 Annual Meeting, the term of office of Class III directors expires at the 1999 Annual Meeting (i.e., one year of the term remaining), and the term of office of Class I directors expires at the 2000 Annual Meeting (i.e. two years of the term remaining). The directors whose terms will expire at the 1998 Annual Meeting include Richard H. Kristinik and Paul M. Verrochi, each of whom has been nominated to stand for reelection at the 1998 Annual Meeting to hold office until the 2001 Annual Meeting and until their successors are elected and qualified. Mr. Charles Busskohl has decided not to stand for re-election as a Class II Director. Kenneth Kuchin and Thomas Werbe resigned from the Board of Directors in February 1997 and 1998, respectively, in order to pursue other business opportunities.

NOMINEES FOR ELECTION

CLASS II -- TERMS EXPIRING AT 2001 ANNUAL MEETING

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. KRISTINIK AND VERROCHI AS DIRECTORS TO HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. THE SHARES OF COMMON STOCK REPRESENTED BY RETURNED PROXY CARDS WILL BE VOTED FOR THE ELECTION OF THESE NOMINEES UNLESS OTHERWISE SPECIFIED.

RICHARD H. KRISTINIK, age 58, has been Chairman of the Board of Directors and Chief Executive Officer of the Company since March 1996. Prior to that time, Mr. Kristinik was a Partner with Arthur Andersen LLP from 1973 to March 1996, serving in its Houston office for all those years, except for the period from 1979 to 1984, when he served as Managing Partner of the Tulsa office, and the period from 1985 to 1989, when he served as Managing Partner of the Denver office.

PAUL M. VERROCHI, age 49, became a director in May 1996. Mr. Verrochi is Chairman of the Board of Directors and Chief Executive Officer of PROVANT,Inc., a publicly traded provider of corporate training and education and Chairman of the Board of Directors of BridgeStreet Accomodations, a publicly traded provider of temporary corporate housing. Mr. Verrochi served as Chairman of the Board of American Medical Response, Inc., a publicly traded provider of ambulance service, from its inception in February 1992 through March 1997, when it was purchased by Laidlaw, Inc. Since February 1992, he has also been a Principal of Exel Holdings, Ltd., and since March 1996, he has been a Principal of American Business Partners, LLC, a privately-held investment firm he co-founded. From April 1989 to December 1990, Mr. Verrochi was President of Allwaste Asbestos Abatement, Inc., a subsidiary of Allwaste, Inc. Mr. Verrochi was a founder of American Environmental Group, a regional asbestos abatement company, and served as Chairman of its Board of Directors from July 1987 until April 1989, when it was acquired by Allwaste, Inc.

The vote of a plurality of holders of the outstanding shares of Common Stock present in person or represented by duly executed proxy at the Annual Meeting for the election of a given nominee is necessary to elect such nominee as a Class II director of the Company (i.e., the two director nominees receiving the greatest number of votes cast will be elected, regardless of the number of votes withheld from voting for the election of such director nominees).

INCUMBENT DIRECTORS

CLASS III - TERMS EXPIRING AT 1999 ANNUAL MEETING

STEVEN S. HARTER, age 35, has been a director of the Company since September 1995. Mr. Harter is President of Notre Capital Ventures II, L.L.C. ("Notre"), a venture capital firm which specializes in consolidating fragmented businesses and which was the principal founder of the Company, and served as Senior Vice President of Notre Capital Ventures, Ltd. from June 1993 through July 1995. Mr. Harter was the Notre principal primarily responsible for the initial public offerings of US Delivery Systems, Inc., Physicians Resource Group, Inc., Comfort Systems USA, Inc., Home USA, Inc, and Metals USA, Inc. From April 1989 to June 1993, Mr. Harter was Director of Mergers and Acquisitions for Allwaste, Inc., a publicly traded environmental services company.

GERALD MERCADANTE, age 51, became a director in, and has served as Senior Vice President-Northeast Region since May 1996. Mr. Mercadante was a co-founder of Leisure Time Tours, Inc., a subsidiary of the Company ("Leisure"), and has served as President and Chief Executive Officer of Leisure since 1980.

JOHN MERCADANTE, JR., age 53, has been a director of the Company since May 1996. Mr. Mercadante served as President and Chief Operating Officer of the Company from May 1996 to December 5, 1997. Since December 5, 1997, Mr. Mercadante has served as President of the Company. Mr. Mercadante co founded Leisure with his brother, Gerald Mercadante, in 1970 and acquired Cape Transit Corp., a subsidiary of the Company doing business as Adventure Trails ("Adventure Trails") in 1988. Mr. Mercadante has served as the President and Chief Operating Officer of Adventure Trails since 1988. Mr. Mercadante is currently the President of the Atlantic City Bus Operators Association and a director of the New Jersey Motor Bus Association, both motorcoach trade associations.

CLASS I - TERMS EXPIRING AT 2000 ANNUAL MEETING

FRANK P. GALLAGHER, age 54, became a director of the Company in May 1996. Mr. Gallagher served as Senior Vice President-Corporate Development of the Company from May 1996 to December 5, 1997. Since December 5, 1997, Mr. Gallagher has served as Executive Vice President and Chief Operating Officer of the Company. Mr. Gallagher is also President and Chief Executive Officer of Community Coach, Inc. and related entities, all of which are subsidiaries of the Company ("Community"). Mr. Gallagher has been President and Chief Executive Officer of Community since 1969. Mr. Gallagher currently serves as the President of the New Jersey Motor Bus Association and President of Bus Park of Atlantic City, a bus parking cooperative.

LAWRENCE K. KING, age 41, became a director in, and has served as Senior Vice President and Chief Financial Officer of the Company since, December 1995. From 1992 until September 1995, Mr. King was Executive Vice President, Secretary, Treasurer and Chief Financial Officer of SI Diamond Technology, Inc., a publicly traded technology development company. From 1988 to 1991, he served as Assistant Secretary and Treasurer of The Permian Corporation, the general partner of Permian Partners L.P., a publicly traded crude oil, trucking, transportation and distribution master limited partnership. From 1979 to 1988, Mr. King served in a number of positions as a certified public accountant with Arthur Andersen LLP.

WILLIAM J. LYNCH, age 55, became a director in May 1996. Mr. Lynch is a Managing Director of Capstone Partners, LLC, a special situation venture capital firm. From October 1989 to March 1996,

Mr. Lynch was a partner of the law firm of Morgan, Lewis & Bockius LLP. Mr. Lynch is an investor in Notre.

GENERAL INFORMATION WITH RESPECT
TO THE BOARD OF DIRECTORS

MEETINGS

During the year ended December 31, 1997, the Board of Directors held four meetings and acted one time by unanimous consent. During 1997, each member of the Board of Directors attended at least 75% of all meetings of the Board of Directors and committees of the Board of Directors of which such director was a member. There are five standing committees of the Board of Directors.

COMMITTEES OF THE BOARD

AUDIT COMMITTEE. The Audit Committee consists of William J. Lynch
(Chairman), Steven S. Harter and Paul M. Verrochi. The Audit Committee: (i)
makes recommendations to the Board of Directors with respect to the independent auditors who conduct the annual examination of the Company's accounts; (ii) reviews the scope of the annual audit and meets periodically with the Company's independent auditors to review their findings and recommendations; (iii) reviews quarterly financial information and earnings releases prior to dissemination to the public; (iv) approves major accounting policies or changes thereto; and (v) periodically reviews principal internal controls to assure that the Company is maintaining a sound and modern system of financial controls. During 1997, the Audit Committee held eight meetings.

ACQUISITION COMMITTEE. The Acquisition Committee consists of Steven S. Harter (Chairman), Richard H. Kristinik and Lawrence K. King. The Acquisition Committee reviews and monitors the strategic direction of the Company's acquisition program and, within guidelines established by the full Board of Directors, has authority to approve offers and the form of consideration to be offered for the acquisition of other businesses. In August 1997, the Board of Directors gave the Acquisition Committee authority to approve, without further full Board review, any acquisition the consideration for which is equal to or less than $10 million. During 1997, the Acquisition Committee held two meetings.

COMPENSATION COMMITTEE. The Compensation Committee consists of Paul M. Verrochi (Chairman), Steven S. Harter and William J. Lynch. The Compensation Committee periodically determines the amount and form of compensation and benefits payable to all principal officers and certain other management personnel. See "Report of Compensation Committee on Executive Compensation." During 1997, the Compensation Committee held five meetings.

EXECUTIVE COMMITTEE. The Executive Committee consists of Richard H. Kristinik (Chairman), Frank P. Gallagher and John Mercadante, Jr. The Executive Committee has such authority as is delegated to it from time to time by the full Board of Directors. During 1997, the Executive Committee did not meet.

NOMINATING COMMITTEE. The Nominating Committee consists of Frank P. Gallagher and Lawrence K. King (Thomas Werbe resigned as a Director and from the Nominating Committee in February 1998). The Nominating Committee reviews the size and composition of the Board of Directors, designates new directors

by classes, interviews new director candidates and makes recommendations with respect to nominations for the election of directors. The Nominating Committee will consider suggestions from stockholders for nominees to serve as directors, if such proposals are submitted in writing to the Corporate Secretary at the Company's corporate offices. During 1997, the Nominating Committee did not meet.