MEMORANDUM OF AGREEMENT

THIS AGREEMENT, made in duplicate, is effective the 26th day of August, 2002.

BETWEEN:

                        COSMOPOLITAN LEARNING CENTRE INC.
                       (Hereinafter referred to as C.L.C.)

                                                               OF THE FIRST PART
AND:
                             ABLE BUSING CORPORATION
                        (Hereinafter referred to as ABC)

                                                              OF THE SECOND PART

WHEREAS C.L.C. requires the use of motor vehicles for the daily transportation
of individuals within the City of Regina in the Province of Saskatchewan to and
from places designated in Schedule "A" attached to this Agreement and forming
part thereof.

AND WHEREAS ABC possesses or has in its employ motor vehicles, vans and/or
buses, personnel and expertise necessary for the transportation of individuals
within the city limits of the City of Regina in the Province of Saskatchewan and
has agreed to provide same to C.L.C., in consideration of the mutual covenants
and agreements herein contained;

NOW THEREFORE C.L.C. and ABC hereby agree as follows;


1.   TERM
     ----

A.   This Agreement shall be in force for a period of two years commencing
     August 26, 2002 and ending on August 26, 2004, (hereinafter called the
     term).

B.   C.L.C. and ABC agree that there may be a 2 year option of renewal. There
     may only be an option if we can agree on a new negotiated payment schedule
     and any other service requirements. If we cannot come to an agreement, then
     we no longer have an agreement.














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2.   SERVICES
     --------

A.   ABC agrees to, at its expense, to provide sufficient buses owned by or
     under the control of ABC, together with the necessary drivers for the
     purpose of daily transporting one hundred and six individuals within the
     City of Regina.

B.   ABC agrees to supply a minimum of five twenty-four passenger buses,
     properly licensed and fully safety inspected annually in accordance with
     the Highway Traffic Act and Regulations thereto (Vehicle Classification,
     and Registration Regulation; Vehicle Inspection Regulations and Vehicle
     Inspection Procedures Regulations).

C.   ABC shall obtain and maintain all the necessary licenses and/or permits
     required by law concerning the transportation of individuals.

D.   ABC agrees to ensure:

     i)        All regular as well as casual/relief bus drivers hold a current
               clear criminal record check and copies provided to C.L.C.
     ii)       To provide C.L.C. with copies of all registrations and
               inspections of each bus.
     iii)      Picture ID will be worn on drivers at all times.
     iv)       To provide C.L.C. with copies of driver's license with picture ID
               and driving abstract to ensure drivers hold a class 1 or 4
               license.

E.   ABC shall be responsible for the safe transportation of individuals, from
     the time they step on the bus in the a.m. until they step off the bus at
     the Cosmopolitan Learning Centre. Again when they step on the bus at day
     end, until they arrive home and step off the bus.

F.   In the event C.L.C. requires additional transportation and/or services not
     contemplated by this Agreement ABC will transport individuals within the
     City of Regina in the Province of Saskatchewan for a flat rate calculated
     as outlined in Schedule "A" 1.

G.   ABC will be responsible to have suitable buses, spare buses and trained
     drivers available for daily transportation within the term of this
     Agreement.

H.   ABC agrees to transport all individuals within and around a one hour time
     frame.













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I.   All bus drivers are employees of ABC and CLC shall bear no responsibility
     for the actions of said driver, nor salary, severance, holiday pay, nor any
     other employee benefits. ABC is an independent contractor and shall bear
     all costs of said drivers.


3.   PAYMENTS
     --------

A.   The parties hereby specifically agree that the rate stipulated in Schedule
     "A" is based on the daily transportation needs of 106 individuals. The
     parties therefore agree that if the number of individuals increase C.L.C.
     will pay ABC an additional $149.71 plus G.S.T. per individual, per month of
     service.

B.   In the event the average price of regular diesel in the City of Regina
     increases (or decreases as the case may be) from it's current level of
     .62.2 per litre, and or gasoline at .75 per litre the parties hereby agree
     that C.L.C. will pay an additional (or receive an equal deduction) payment
     to ABC calculated as follows: $ 150.00 (one hundred and fifty dollars) per
     month for every $.5 (five cent) increase or decrease. This will be based on
     an average throughout the month.

C.   The parties hereby agree that the above stated prices do not include any
     applicable Provincial or Federal taxes which may apply including but not
     limited to GST and/or PST.  C.L.C. agrees that it will pay any additional
     Provincial and Federal taxes applied to the stated rates including any GST
     or PST applicable.


4.   PAYMENT OR TIME OF PAYMENT
     --------------------------

A.   Payment by C.L.C. to ABC shall be due within 30 days of delivery date of an
     invoice based on the rates and amounts set out in Schedule "A" herein.


5.   INDEMNIFICATION
     ---------------

A.   ABC agrees to indemnify and hold C.L.C. harmless for any loss, damage,
     claim, expense, cost or action which may arise with respect to any personal
     injury or property damage however caused, which may be occasioned while the
     individuals are in the care and control of ABC or its agents.

B.   C.L.C. agrees to indemnify and hold ABC harmless for any loss, damage,
     claim, expense, cost or action which may arise with respect to any personal
     injury or property damage however caused, which may be occasioned prior to
     ABC and/or its agents assuming control of the individuals.

C.   ABC will maintain public liability insurance in the minimum amount of
     2,000,000.00 and will provide C.L.C. with confirmation and/or copies of the
     policies, if requested.







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6.   FORCE MAJEURE
     -------------

A.   In the event that either party is prevented or delayed in the performance
     of its duties and/or obligations pursuant to this Agreement due to
     circumstances beyond its control including fires, floods, strikes,
     lockouts, embargoes, war, insurrection, riot, landslide, lightening,
     earthquake, storm, power failure or shortage, orders, requests,
     instructions, rules or regulations of any government authority, this shall
     constitute a force majeure. The party claiming a force majeure shall be
     excused from performance hereunder during the period of such disability if
     said party has promptly notified the other party when it learned of the
     existence of the force majeure condition. The party claiming a force
     majeure shall similarly notify the other party within a period of 24 hours,
     excluding weekends and holidays, when the force majeure has terminated.

B.   Unless the parties agree otherwise, the term of this Agreement shall be
     automatically extended by a period equal to the duration of the force
     majeure.

C.   In the event Cosmopolitan Learning Centre loses funding for bus services
     the contract will be terminated, upon 2 weeks.


7.   DISPUTES & TERMINATION
     ----------------------

A.   Should a dispute arise concerning the interpretation of any provision of
     this Agreement the parties agree to submit such dispute to arbitration in
     accordance with the provisions of The Arbitration Act of Saskatchewan. Each
     party shall designate its own arbitrator. The two arbitrators designated by
     the parties shall select a third, neutral arbitrator within ten days after
     the latter of their appointments. The parties agree that the award given by
     the Arbitration Board shall be final.

B.   If a dispute or problem arises between the parties, written notice shall be
     given and the offending party will have two weeks to rectify the problem.
     If after the notice period there has been no resolution the agreement will
     be terminated on 2 weeks notice. If there is a dispute to determine fault,
     it will be referred to Arbitration.


8.   NOTICES
     -------

A.   All notices or other documents authorized or required to be given pursuant
     to this Agreement shall be in writing and be delivered by hand, mailed by
     registered or certified first class air mail, postage prepaid, or sent by
     facsimile as follows:











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     i)   In the case of C.L.C.                 Cosmopolitan Learning Centre
                                                Box 1517
                                                810 Edgar Street
                                                Regina, Saskatchewan S4P 3C2

                                                Attention: Connie Lang-Schuette
                                                Fax No.: (306) 569-5858

     ii)  In the case of Able Busing Corp.      Able Busing Corp.
                                                5536 Ballantine Crt.
                                                Regina, Saskatchewan  S4X 4K3

                                                Attention: Kurtis Dmuchowski
                                                Fax No.: (306) 949-1556


9.   GOVERNING LAW
     -------------

A.   This Agreement shall be interpreted in accordance with and governed by the
     laws of the Province of Saskatchewan.


10.  WAIVER
     ------

A.   No waiver by a party of any right of default under this Agreement shall be
     effective unless in writing and any such waiver shall not be deemed a
     waiver of any subsequent right or default whether or a similar nature or
     otherwise. No delay or omission by a party to exercise any rights acquired
     through a default by another party shall impair that right nor effect a
     waiver of that right.


11.  ASSIGNMENT
     ----------

A.   Neither party may assign its obligations or benefits hereunder without the
     express written consent of the other party, such consent not to be
     unreasonably withheld.












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12.  ENTIRE AGREEMENT
     ----------------

A.   The provisions hereof constitute the entire Agreement between C.L.C. and
     ABC, and no terms or conditions, other than those stated herein, and not
     agreement or understanding, oral or written, in any way purporting to
     modify these terms or conditions shall be binding on either party unless
     hereafter made in writing and signed by the authorized representative of
     both parties.


13.  TIME IS OF THE ESSENCE
     ----------------------

A.   The parties agree that time is of the essence.

IN WITNESS WHEREOF the parties hereto have caused their corporate seals to be
affixed hereto attested by the signatures of their proper officers in that
behalf on the day and year written.

        (Corporate Seal)
COSMOPOLITAN LEARNING CENTRE INC.             COSMOPOLITAN LEARNING CENTRE INC.



                                              Per: /s/ Joe Kazeil
                                                  ------------------------------

                                              Per: /s/ Connie Lang-Schuette
                                                  ------------------------------


                                              ABLE BUSING CORP.

                                              Per:
                                                  ------------------------------

                                              Per: /s/ Kurtis Dmuchowski
                                                  ------------------------------



/s/ WITNESS
--------------------------
        WITNESS



















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                                  SCHEDULE "A"
                                  ------------


1.   PAYMENTS
     --------

16,980.90 (includes GST)
Monthly transport for 106 individuals, monthly payment of $15,870.00 - 1110.90
(GST) = 16,980.90
Each additional individual added to the route, over and above 106 will cost the
C.L.C. $149.71 + GST per month.
There shall be a 3% increase following the first year of service.


2.   PAYMENT DATES
     -------------

Payments to be made on the last day of each and every consecutive month for the
entire term of the Agreement.





























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