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Exhibit
10.1


ASSET PURCHASE
AGREEMENT


THIS ASSET PURCHASE AGREEMENT (this
‘‘Agreement’’) is effective
as of May  11,  2006 (the ‘‘Effective
Date’’), by and among ATLANTIC EXPRESS
TRANSPORTATION CORPORATION, a New York corporation
(‘‘Shareholder’’), T-NT
BUS SERVICE, INC., a New York corporation
(‘‘Seller’’), and FIRST
STUDENT, INC., a Florida corporation (the
‘‘Purchaser’’).

Background

Seller desires to sell and Purchaser
desires to purchase substantially all of the assets of Seller relating
to the school bus and charter transportation business of Seller (the
‘‘Business’’), all as more
particularly described in this Agreement.


NOW THEREFORE,
in consideration of the representations, warranties and covenants
contained in this Agreement and other consideration, the sufficiency of
which is hereby acknowledged, the parties agree as
follows:

1.    CLOSING.

The closing of this
Agreement (the ‘‘Closing’’)
will take place within five business days following the date on which
the conditions set forth in this Agreement have been satisfied or duly
waived or on such other date as the parties mutually agree, but in no
event later than July  15,  2006 (the
‘‘Closing
Date’’).

2.    ASSETS TO BE
PURCHASED.

On the Closing Date and subject to the terms
and conditions of this Agreement, Seller shall sell, convey, transfer,
assign, set over and deliver to Purchaser all of Seller's right,
title and interest in and to the following assets of the Business
(collectively, the ‘‘Purchased
Assets’’):


2.1 the transportation
contracts and charter contracts listed on Exhibit A and such
other transportation and charter contracts or arrangements entered into
by Seller in the ordinary course of the Business (collectively, the
‘‘Transportation
Contracts’’);


2.2 the miscellaneous
contracts listed on Exhibit B (collectively, the
‘‘Miscellaneous
Contracts’’);


2.3 all outstanding
deposits, prepayments, and any other sums previously paid by Seller in
connection with the Purchased Assets with respect to periods after the
Closing Date, that are listed on Exhibit C;


2.4 any
guarantees, letters of credit and related security and documentation
under the Transportation Contracts and Miscellaneous Contracts that are
listed on Exhibit D;


2.5 any state charter
permits, licenses, and other permits and licenses listed on Exhibit
E and any and all other transferable permits and licenses used in
the Business prior to the Closing Date (collectively, the
‘‘Permits’’);


2.6
the buses, vans and other revenue-generating vehicles owned by Seller
which are identified on Exhibit F (the
‘‘Vehicles’’), and all parts
and components thereof, together with all warranties and indemnities of
manufacturers or vendors of the Vehicles or parts or components
thereof;


2.7 the office furniture and equipment (including
business related telephones and any other communications equipment),
shop equipment, inventory, automobiles, service vehicles and all other
miscellaneous assets related to the Business, together with all
warranties and indemnities of manufacturers or vendors of such assets
or parts or components thereof;


2.8 all registered and
unregistered trademarks, service marks, trade dress, brands, logos,
symbols, emblems, slogans, trade names and corporate names, registered
and unregistered copyrights, 








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proprietary information, know-how, computer
software and related documentation or similar licenses and trade
secrets, and all goodwill associated therewith, used in the Business,
including the items listed and described on Exhibit G, but
excluding the trade name ‘‘Atlantic
Express’’, the service mark
‘‘AE’’ and any other similar trade name,
trademark or service mark (the ‘‘Intellectual
Property’’);


2.9 all personnel
records of employees of Seller who become employed by Purchaser,
customer lists, mailing lists and all accounting sales, pricing, asset
maintenance/repair and other data, files, records and reports relating
to the Purchased Assets, Business or liabilities assumed by Purchaser
under this Agreement, but excluding tax returns, records concerning
accounts receivables and any consolidated financial statements of
Shareholder;


2.10 all data and records relating to
maintenance of vehicles, payroll and operation of the Business as may
be needed by Purchaser to operate the Business following the Closing,
including but not limited to all such data and records contained within
any of Seller's or Shareholder's software and/or computer
hardware (whether or not listed on Exhibit G);
and


2.11 all telephone numbers (to the extent assignable)
that Seller uses in the conduct of the
Business.

3.    EXCLUDED
ASSETS.

Notwithstanding any other provision of this
Agreement, Seller shall retain and shall not transfer to Purchaser the
following assets (the ‘‘Excluded
Assets’’):


3.1 all of
Seller’s cash on hand, cash equivalents, securities and similar
investments, bank accounts, lock boxes, and deposit accounts of, and
any rights or interest in the cash management


3.2 all
accounts receivable in existence at the time of Closing;


3.3 all Employee Benefit Plans (as defined below) and any
trusts, insurance arrangements or other assets held pursuant to, or set
aside to fund the obligations of Seller under any such Employee Benefit
Plans;


3.4 all insurance policies and all rights of
Seller of every nature and description under or arising out of such
insurance policies;


3.5 all claims for and right to
receive Tax (as defined below) refunds and net operating loss carry
forwards relating to the operation or ownership of the Business or the
Purchased Assets for any Tax period (or portion thereof) ending on or
prior to the Closing Date;


3.6 Seller's rights under
this Agreement, the Collateral Agreements and any other agreements or
instruments executed and delivered in connection with this Agreement,
and the transactions contemplated hereby or thereby;


3.7
any claims related exclusively to the Excluded Assets;


3.8
any contractual rights relating to or arising out of credit or other
financing arrangements or other contractual arrangements not related to
the operation of the Business;


3.9 all tax returns and
records concerning accounts receivable; and


3.10 the
Collective Bargaining Agreement between Teamsters, Chauffeurs,
Warehousemen and Helpers Local Union 182 and Seller dated
November  5,  2004.


4.    PURCHASE
PRICE; CASH TO CLOSE; DOCUMENTS TO BE DELIVERED AT CLOSING; CLOSING
PROCEDURE.



4.1  Purchase
Price.    The total purchase price for the Purchased Assets
payable hereunder shall be $12,700,000.00 (the
‘‘Purchase Price’’), subject
to adjustments as expressly set forth in this Agreement. All
adjustments to the Purchase Price shall be set forth on a closing
statement to be prepared jointly by Purchaser and Seller prior to the
Closing (the ‘‘Closing
Statement’’). The Purchase Price as adjusted on
the Closing Statement shall be referred to herein as
‘‘Cash to Close.’’ Purchaser
shall place $50,000 of the Purchase Price in an escrow account in
accordance with the terms of this 

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Agreement, as more particularly described in
Section 8.7 (the ‘‘Escrow Agreement’’).
Purchaser shall pay $2,000,000.00 of the Purchase Price to Seller,
Shareholder and Domenic Gatto (the President of Shareholder) pursuant
to the terms and conditions of the non-compete agreements between
Purchaser and each of Seller and Shareholder in the form set forth on
Exhibit H (the ‘‘Noncompete
Agreements’’).


4.2  Cash
to Close.    A portion of the Cash to Close shall be paid, for
the benefit of Sellers, to Sellers' creditors and/or lessors in
the estimated amounts as set forth on Exhibit I. All of the
Cash to Close shall be paid in immediately available funds to Seller or
its creditors in the manner set forth on the Closing Statement.


4.3  Documents to be Delivered at
Closing.    The Noncompete Agreements, the Bill of Sale and
Assignment and Assumption Agreement (as defined below), the Vehicle
Title Nominee Agreement (as defined below), the Escrow Agreement and
any other agreements, documents, or instruments that this Agreement
contemplates are collectively referred to in this Agreement as the
‘‘Collateral
Agreements.’’


4.3.1 At the Closing,
Seller and Shareholder shall deliver to
Purchaser:

(a)    (i) documents in form and
substance satisfactory to counsel for Purchaser evidencing releases of
any liens, claims, pledges, security interests or other encumbrances
(collectively, the
‘‘Liens’’) on any of the
Purchased Assets, (ii) Vehicle titles and titles to all other titled
Purchased Assets, and (iii) such other instruments of conveyance,
assignment and transfer, in form and substance satisfactory to
Purchaser and its counsel, as shall be effective to convey, transfer
and assign to Purchaser good and marketable title to the Purchased
Assets, free of all Liens;

(b)    originals of the
Transportation Contracts, Miscellaneous Contracts, and Permits,
together with all consents and other executed documents necessary to
validly assign such contracts or, if Purchaser requests, transfer such
Permits;

(c)    an opinion of counsel of Seller and
Shareholder, dated as of the Closing Date, satisfactory in scope and
substance to counsel for Purchaser containing such opinions as set
forth on the form of opinion letter set forth on Exhibit
J;

(d)    a copy of the text of the resolutions
adopted by the board of directors of Seller and Shareholder authorizing
the execution, delivery and performance of this Agreement and the
consummation of all of the transactions contemplated in this Agreement,
together with copies of the certificate of incorporation and bylaws of
Seller and Shareholder, duly certified by Seller’s and
Shareholder's secretary or assistant secretary to the effect that
such copies are true, correct and complete copies of such resolutions,
certificates of incorporation and bylaws and that such resolutions were
duly adopted and have not been amended or
rescinded;

(e)    a certificate of good standing of
Seller and Shareholder from the secretary of state of the state where
each of them is incorporated and in each other jurisdiction in which
Seller conducts its business;

(f)    an incumbency
certificate executed on behalf of Seller and Shareholder by their
respective secretaries certifying the signature and office of each
officer executing this Agreement and the other documents and
instruments contemplated in this Agreement;

(g)    a certificate that an officer of Seller and
Shareholder executes, dated as of the Closing Date, certifying as to
the fulfillment of the conditions set forth in Sections 10.1 and 10.2;
and

(h)    a receipt for the Cash to
Close.


4.3.2 At the Closing, Purchaser will deliver to
Seller:

(a)    the Cash to
Close;

(b)    the Closing Statement;

(c)    a copy of the text of the resolutions adopted by
the board of directors of Purchaser authorizing the execution, delivery
and performance of this Agreement and the consummation of all


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of the transactions contemplated in this
Agreement, duly certified by Purchaser’s secretary or assistant
secretary to the effect that such copies are true, correct and complete
copies of such resolutions and that such resolutions were duly adopted
and have not been amended or rescinded;

(d)    a
certificate of good standing of the Purchaser from the secretary of
state of the state where Purchaser is incorporated and of New
York;

(e)    an incumbency certificate executed on
behalf of Purchaser by its secretary certifying the signature and
office of each officer or representative executing this Agreement and
the other documents and instruments contemplated in this
Agreement;

(f)    a certificate that an officer of
Purchaser executes, dated as of the Closing Date, certifying as to the
fulfillment of the conditions set forth in Sections 9.1 and 9.2;
and

(g)    an opinion of counsel of Purchaser,
dated as of the Closing Date, satisfactory in scope and substance to
counsel for Seller containing such opinions as set forth on the form of
opinion letter set forth on Exhibit K;


4.3.3 At
the Closing, the parties shall deliver to each other the
following:

(a)    the Noncompete
Agreements;

(b)    a bill of sale and assignment and
assumption agreement pursuant to which, as of the Closing Date, Seller
will assign to Purchaser all the Purchased Assets, and Purchaser will
assume the Assumed Liabilities (as defined below), substantially in the
form set forth on Exhibit L (‘‘Bill of
Sale and Assignment and Assumption Agreement’’);
and

(c)    a vehicle title nominee agreement
substantially in the form set forth on Exhibit M
(‘‘Vehicle Title Nominee
Agreement’’).

5.    REPRESENTATIONS
AND WARRANTIES OF SELLER AND SHAREHOLDER.

Seller and
Shareholder, jointly and severally, represents and warrants to
Purchaser that, except as may be set forth in particularity and in
detail on the disclosure schedules attached to this Agreement, which
shall be arranged in paragraphs corresponding to the numbered
paragraphs in this Section 5 (the ‘‘Disclosure
Schedules’’), the following statements are true
and correct as of this date and will be true and correct as of the
Closing Date:


5.1  Organization; Good Standing;
Ownership.    Each of Seller and Shareholder is a corporation
duly organized, validly existing and in good standing under the laws of
the state of its incorporation and is validly existing and qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction where any of the Purchased Assets owned by it are located.
Shareholder holds of record and owns beneficially all of the issued and
outstanding shares of the capital stock of Seller. Seller does not have
any subsidiaries nor has Seller agreed to purchase or otherwise
acquire, the capital stock or other equity interests of, or any
interest convertible into or exchangeable or exercisable for such
capital stock or such equity interests of, any corporation,
partnership, joint venture or other entity.


5.2  No Violation.     The execution and
delivery of this Agreement, the Collateral Agreements and any documents
and agreements that Seller and Shareholder are to execute and deliver
pursuant to this Agreement to consummate the transactions contemplated
hereby do not and will not (i) to the knowledge of Seller and
Shareholder, violate any provision of the terms of any applicable law,
rule or regulation of any governmental body having jurisdiction, (ii)
conflict with or result in a breach of any provision of Seller’s
or Shareholder's articles of incorporation or bylaws or result in
a default under any of the terms, conditions or provisions of, or
result in the breach of, or accelerate or permit the acceleration of
the performance required by, any note, bond, mortgage, indenture,
license, agreement or other instrument or obligation of any nature
whatsoever to which Seller or Shareholder is a party, provided that,
with respect to those notes, bonds, mortgages, indentures, licenses,
agreement or other instruments or obligations that are specifically
identified in Schedule 5.22 as requiring an Approval, that such
Approval is obtained, or (iii) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to Seller or Shareholder
or any of their respective properties or assets.

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5.3  Authorization and
Validity.    The execution, delivery, and performance of this
Agreement and the Collateral Agreements by Seller and Shareholder has
been (or prior to the Closing will be) duly and validly authorized and
approved by all necessary action on the part of Seller and Shareholder,
and this Agreement and the Collateral Agreements are legally binding
upon and enforceable against each of Seller and Shareholder in
accordance with their respective terms, except to the extent that such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relative to or affecting the rights and
remedies of creditors generally and by general principles of equity
(regardless of whether in equity or at
law).


5.4  Marketable Title; No
Liens.    Seller has good and marketable title to the Purchased
Assets, free and clear of all Liens, except for Liens set forth in
Schedule 5.4 to be satisfied at Closing, and no bankruptcy
court approval is required to transfer the Purchased Assets to
Purchaser. Seller shall transfer to Purchaser at Closing good and
marketable title to the Purchased Assets, and the Purchased Assets
shall be free from all Liens.


5.5  Condition of
Purchased Assets.    The Purchased Assets (other than the
Vehicles) fulfill the requirements of all applicable safety,
environment, building, zoning, fire, health and other laws and
ordinances and rules and regulations affecting the same.


5.6  Contracts.    The Transportation
Contracts and Miscellaneous Contracts that Seller will deliver to
Purchaser pursuant to Section 4.3.1(b) above are true, complete and
up-to-date originals (including all amendments, attachments, schedules
and side letters relating to the terms of such contracts). Each
Transportation Contract and Miscellaneous Contract is in full force and
effect as to Seller, and to the knowledge of Seller and Shareholder,
the other parties to such contracts, and neither the Seller, nor to the
knowledge of Seller, any other party thereto is in breach or default
(whether with the giving of notice, the lapse of time or the happening
of any other event or condition, would become a default or event of
default thereunder). Except as set forth on Schedule 5.6,
neither Seller nor Shareholder has received any termination notices and
has no reason to believe that any of the other parties to the
Transportation Contracts and Miscellaneous Contracts intend to
terminate, fail to renew or re-award or reduce the volume under any
such contract prior to the end of its stated term, or are considering
such action, or have determined not to consent to Seller's
assignment to Purchaser. Seller is not a party to any school bus,
transit, charter, transportation or other revenue generating contract
with any governmental authority or other third party with respect to
the Business, except for those listed on Exhibit A. All
transportation contracts and charter contracts listed on Exhibit
A are in Seller's name.


5.7  Vehicles.


5.7.1 Each
Vehicle is in good, operable and roadworthy condition, no preventative
maintenance has been delayed that would cause a material adverse change
to Seller and each Vehicle is in a state of maintenance and repair
consistent with good business practice.


5.7.2
Each Vehicle complies with all applicable state and local inspection
requirements and all other applicable Federal, state and local laws,
regulations and ordinances, other than where such failure would not
cause a material adverse change to Seller.


5.7.3
With regard to each Vehicle, no individual tire has less than
4/32’’ tread depth, and no Vehicle has recapped tires on
steering axles.


5.7.4 Except for ordinary wear
and tear, each Vehicle is free of sheet metal and structural damage or
corrosion, broken glass, torn upholstery and broken or damaged
components in accordance with the State of New York school bus
inspection standards and criteria.


5.7.5 Each
Vehicle bears current registrations and current New York Department of
Transportation inspection certificates.

Purchaser will inspect
all of the Vehicles prior to the Closing Date to determine if any
Vehicle is not in the condition warranted in this Section 5.7. If
Purchaser discovers any breach of the warranty set forth in this
Section 5.7 on or before the Closing, then the reasonable cost to
repair or correct a breach of warranty will be deducted from the
Purchase Price if Seller elects to close this transaction after first
receiving written notice of the alleged breach. In addition, if within
30 days after the Closing 

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Date the Purchaser discovers any breach of a
Vehicle warranty set forth in this Section 5.7 which existed on the
Closing Date, and if such breach of warranty exceeds $2,500 with
respect to any one Vehicle, then Purchaser may give Seller written
notice thereof and Seller shall pay the reasonable cost to repair or
correct such breach of warranty within 10 days after receipt of a third
party invoice therefor; provided, however, that if Seller disputes
Purchaser’s determination of such alleged breach of warranty by
written notice delivered to Purchaser within five days after receipt of
the notice from Purchaser, then the dispute shall be resolved by an
independent school bus inspector from the State of New York; and
provided further, that Seller shall only be liable for any repair cost
incurred by Purchaser after Closing if the state inspector determines
that a Vehicle did not comply with the warranties set forth in this
Section 5.7 as of the Closing Date and that such amount exceeds $2,500
on any one Vehicle. The Purchaser’s sole and exclusive remedy
with respect to a breach of this Section 5.7 shall be as set forth in
this Section 5.7. Except for the representations, warranties, and
covenants set forth in this Section, Purchaser acknowledges that it is
purchasing the Vehicles in an ‘‘AS IS’’
condition.


5.8  Environmental
Matters.


5.8.1 There are and have been no
discharges or releases (as defined under any applicable Environmental
Laws (as defined below)) of hazardous or toxic substances, (including
without limitation, any oil or fuel spills or leaks) of any kind in
violation of any Environmental Laws, or violation or alleged violation
of any federal, state or local law or regulation relating to the
protection of human health or the environment
(‘‘Environmental Laws’’), either in or on
the Leased Property (as defined in Section 5.9 below), or in or on any
other real property owned, leased, operated or used by Seller, and
there has never been any such violation. Seller has not been involved
in any way in generating, selling, shipping or sending hazardous or
toxic substances or pollutants or contributed to the generation of any
pollution or violation of laws to protect the environment or quality of
life anywhere, nor has any waste or substance been generated at, stored
at or sent from the Leased Property, or in or on any other real
property owned, leased, operated or used by Seller, the storage,
shipment or sending of which has or may have violated any laws designed
to protect the environment or quality of life
anywhere.


5.8.2 Schedule 5.8.2 sets
forth a list and description of all underground and above ground
storage tanks, now or previously existing on the Leased Property
including the age, location, construction material, volume, substance
currently or last stored, and method and record of leak detection used
by Seller with respect to each of the tanks on the Leased Property
(collectively, the
‘‘Tanks’’). No Tank has been
used for storage of hazardous, toxic or regulated substances other than
petroleum and petroleum products.


5.9  Leased
Property.


5.9.1 A complete list of the real
property leased by Seller in connection with the Business and a
description of the leases therefor is set forth on Exhibit N
(the ‘‘Leased Property’’).
The Leased Property as used by Seller is in compliance with all local,
state and Federal laws, rules and regulations applicable to
dispatching, fueling, washing, storing, parking and repairing of buses,
vans and coaches. Seller and Shareholder have not received, and have no
reason to believe and do not know of any notice of any asserted
violations, pending or unresolved, of any zoning, building,
environmental or other applicable law, ordinance, code or regulation
relating to the operation of the Business or use of the Leased
Property. The Leased Property is all the real property necessary to
operate the Business as presently
conducted.


5.9.2 The Leased Property is properly
zoned for use as a facility for dispatching, fueling, washing, storing,
parking and repairing of buses, vans and coaches, and for use as a
school bus operations and maintenance
facility.


5.10  Conditions of Leased
Property.    All buildings and fixtures located in or on the
Leased Property, including, but not limited to, the heating, air
conditioning, electrical, fuel storage and dispensing, paved and
graveled parking areas, drainage, and sewers and plumbing systems, are
in good and working condition and repair without any leaks. Purchaser
and Seller will jointly inspect the 

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Leased Property prior to the Closing Date to
determine if the Leased Property is in the condition warranted above.
In the event such inspection or investigation reveal that the Leased
Property is not in the condition contemplated in Sections 5.8, 5.9, and
5.10, Purchaser shall have the right to (i) terminate its obligations
to close under this Agreement without penalty or (ii) negotiate a
mutually agreeable resolution with Seller and Shareholder, including,
but not limited to, deducting from the Purchase Price the cost of
correcting any deficiencies and Seller making any necessary reports to
appropriate governmental agencies.


5.11  Labor
Matters.    Seller is not a party to any collective bargaining
or labor agreement with respect to its employees and there has been no
work stoppage against the Seller nor, to Seller's and
Shareholder's knowledge, is any stoppage threatened. No petition
has been filed for recognition of any person as the collective
bargaining representative for any of Seller's employees. Seller
is and has been in compliance with all applicable laws respecting
employment and employment practices and the terms and conditions of
employment, wages and hours, including, without limitation, any such
laws respecting: employment discrimination; equal employment
opportunity; immigration; social security, Medicare and other similar
taxes; occupational safety and health; the Worker Adjustment and
Retraining Notification Act (or any similar state or local statute or
regulation); and unfair labor practices. Seller is not delinquent in
any payments to their employees for any wages, salaries, commissions,
bonuses or other direct compensation for any services performed by them
or any amounts required to be reimbursed to such
employees.


5.12  Employee
Benefits.


5.12.1 Seller is not a party to
any pension, retirement, profit sharing, bonus or other benefit plan,
arrangement or understanding applicable to any of its employees
(‘‘Employee Benefit
Plans’’), except as set forth on Schedule
5.12.


5.12.2 Purchaser will not have, with
respect to any business of Seller which it operates after Closing, or
with respect to any person who was an employee of Seller, any
obligation to make any contribution to any multi-employer plan, or any
withdrawal liability from any multi-employer plan, under Section 4201
of ERISA.


5.12.3 The Employee Benefit Plans
intended to qualify under Section 401 of the Internal Revenue Code, as
amended (‘‘Code’’) are so
qualified, and the trusts maintained pursuant thereto are exempt from
federal income taxation under Section 501 of the
Code.


5.12.4 All contributions (including all
employer contributions and employee salary reduction contributions)
required to have been made (without regard to any waivers granted under
Section 412 of the Code) to any funds or trust established under any
Employee Benefit Plan of Seller or in connection therewith were made by
the required date (including any valid extension), and all such
contributions for any period ending on or before the Closing Date which
are not yet due will have been paid or accrued on or prior to the
Closing Date. No accumulated funding deficiencies exist in any of the
Employee Benefit Plans of Seller subject to Section 412 of the
Code.


5.13  Workers' Compensation and
Unemployment Insurance.    With respect to workers’
compensation, Sellers are not and have not since December
31,  2000 been self-insured or participated in any retrospective
programs. Other than as set forth on Schedule 5.13, there have
been no gaps in workers’ compensation coverage and for any gaps
in such coverage all premiums, penalties, interest or other payments
that Sellers were required to make related to such gap in coverage have
been made. Schedule5.13 sets forth a true and correct list of
all workers’ compensation claims since December
31,  2000. Sellers have paid all amounts they owe related to
unemployment insurance and are and have been in compliance with all
laws and regulations concerning unemployment
insurance.


5.14  Valid Licenses for
Operators.    To the knowledge of Seller, each of
Seller’s Vehicle operators holds a valid license of the type
required under applicable laws and regulations.

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5.15  Solvency.


5.15.1 Seller is not now insolvent and will not be
rendered insolvent by any of the transactions contemplated in this
Agreement. As used in this Agreement
‘‘insolvent’’ means that the sum of the
debts and other probable liabilities of Seller exceeds the present fair
saleable value of their respective assets.


5.15.2
Immediately after giving effect to the consummation of the transactions
contemplated in this Agreement: (i) Seller will be able to pay its
debts as they become due in the usual course of business; (ii) Seller
will not have unreasonably small capital with which to conduct their
present or proposed businesses; (iii) Seller will have assets
(calculated at fair market value) that exceed their liabilities; and
(iv) taking into account all pending and threatened litigation, final
judgments against Seller in actions for money damages are not
reasonably anticipated to be rendered at a time when, or in amounts
such that, Seller, respectively, will be unable to satisfy any such
judgments promptly in accordance with their terms (taking into account
the maximum probable amount of such judgments in any such actions and
the earliest reasonable time at which such judgments might be rendered)
as well as all other obligations of Seller. The cash available to
Seller, after taking into account all other anticipated uses of the
cash, will be sufficient to pay all such debts and judgments promptly
in accordance with their terms.


5.15.3 The
Purchased Assets represent not more than 5% of the assets of
Shareholder on a consolidated basis with each of its
subsidiaries.


5.16  Illegal
Payments.    All payments made by Sellers in operating the
Business do not violate and have not violated any federal, state or
local law or regulation.


5.17  Financial
Statements.    The unaudited profit and loss statements and
internal management reports regarding Seller's financial position
delivered to Purchaser prior to the date hereof, (i) present fairly in
all material respects the financial position and results of operations
of the Business as of the date of such financial statements and
internal management reports, and (ii) are complete, correct and in
accordance with the books of account and records of the
Business.


5.18  Books and Records.    The
books and records of Seller accurately and fairly reflect in reasonable
detail the transactions of
Seller.


5.19  Litigation.    There are no
claims, lawsuits, actions, arbitrations or other proceedings pending
with respect to this Agreement and the transactions contemplated
hereby. Other than as set forth on Schedule 5.19, there are no
claims, lawsuits, actions, arbitrations or other proceedings or
governmental investigations pending or, to the knowledge of Seller and
Shareholder, threatened against Seller, Shareholder or any of their
respective officers, stockholders, directors, employees or affiliates
involving, affecting or relating to Seller, the Business or the
Purchased Assets (collectively, the
‘‘Claims’’). The information
contained on each Claim set forth on Schedule 5.19, includes:
(i) if there are demands for something other than monetary damages, a
description of the relief being sought; and (ii) if such Claim is
covered by insurance and if so, the name of the insurance carrier.
There are no outstanding judgments, orders, injunctions, decrees,
stipulations or awards (whether rendered by a court or administrative
agency, or by arbitration) against Seller, the Leased Property or
Business.


5.20  Intellectual
Property.    With respect to the Intellectual
Property:


5.20.1 Seller is the owner of, or has
the unrestricted right to use, the Intellectual Property free and clear
of any Liens and Seller has the right to use the same in the conduct of
the Business and to assign such rights to
Purchaser;


5.20.2 No proceedings have been
instituted, are pending or, to the knowledge of Seller and Shareholder,
threatened which challenge any rights with respect to the validity of
the Intellectual Property;


5.20.3 To the
knowledge of Seller and Shareholder, none of the Intellectual Property
infringes upon or otherwise violates the rights of others or is being
infringed upon by others;


5.20.4 The Intellectual
Property is not subject to any outstanding order, decree, judgment,
stipulation or charge;

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5.20.5 No licenses,
sublicenses or agreements granting rights in any of the Intellectual
Property have been granted or entered into by Seller, which in each
case remain in effect, or will be granted or entered into by Seller
other than to Purchaser or its designee;


5.20.6
Seller and Shareholder have not received any notice of interference or
infringement of any of the Intellectual
Property;


5.20.7 Seller and Shareholder are not
obligated to pay any royalties or make similar payments in respect of
the Intellectual Property; and


5.20.8 The
Intellectual Property is all of the intellectual property used in the
Business and that is needed to operate the
Business.


5.21  Permits and Compliance with
Applicable Law.    Seller has in full force and effect all
necessary governmental permits and approvals in order to operate the
Business as presently conducted in accordance with applicable law.
Schedule 5.21 contains a true, complete and correct list of
all Permits that Seller currently holds and Seller is in compliance
with all terms of such Permits. Seller is conducting and has conducted
the Business in compliance with all applicable federal, state and local
laws. No investigation or review by any governmental entity with
respect to Seller or the Permits is pending or, to the knowledge of
Seller and Shareholder, threatened.


5.22  Approvals.    Schedule 5.22
lists all registrations, filings, applications, notices, consents,
approvals, orders, qualifications and waivers required to be made,
filed, given or obtained by Seller with, to or from any person or
governmental authority in order to consummate the transactions
contemplated herein
(‘‘Approvals’’).


5.23  Insurance.    Schedule
5.23 lists all insurance policies owned or held by Seller which
cover the Business (‘‘Seller's Insurance
Policies’’). Seller's Insurance Policies
are: (i) in full force and effect, (ii) issued by an insurer that is
financially sound an reputable, (iii) taken together, provide adequate
insurance coverage for the Purchased Assets and the operations of
Seller for all risks normally insured against by a person or entity
carrying on the same type of business as Seller, and (iv) sufficient
for compliance with the requirements of all Transportation Contracts
and Miscellaneous Contracts. Seller have paid all premiums due under
the Seller's Insurance Policies and all other insurance policies
that Sellers have maintained in the past and has otherwise performed
all of their obligations under the Seller's Insurance Policies
and all other insurance policies that Sellers have maintained in the
past. From the date that Seller began operating through the Closing
Date, Seller has never had any gap in coverage with respect to any
insurance. Seller has given notice to its insurers of all claims known
to Seller that may be insured by the Seller's Insurance Policies.
Seller has not received any notice of a (a) cancellation or termination
of any insurance policy covering Seller or its assets, or (b) refusal
of coverage or that a defense will be afforded with reservation of
rights.


5.24  No Material Adverse
Change.    Since June  30,  2005, (i) there has not
been any material adverse change in the business, assets, financial
condition, or results of operations of the Business, and (ii) Seller
has operated the Business in the ordinary course of business consistent
with past practices.


5.25  No Other Purchase
Agreements.    Seller is not a party to any agreement to merge
or consolidate with or into, or acquire, any other entity or assets of
any other person or entity (other than in the ordinary course of
business and which has been disclosed to Purchaser), or sell or
otherwise dispose of Seller's stock or assets (other than this
Agreement). There has not been any consent or vote of Seller’s
Board of Directors or of the stockholders thereof approving or
directing any Seller to do such
thing.


5.26  Taxes.    There are no Liens
on any Purchased Assets that arose in connection with any failure (or
alleged failure) of Seller to pay any Tax.
‘‘Tax’’ means: (i) any
income, alternative or add-on minimum tax, gross income, gross
receipts, franchise, profits, including estimated taxes relating to any
of the foregoing, or other similar tax or other like assessment or
charge of similar kind whatsoever, together with any interest and any
penalty, or additional amount imposed by any governmental authority
responsible for the imposition of any such Tax (domestic or foreign);
or (ii) any sales, use, ad valorem, business license, withholding,
payroll, employment, excise, stamp, transfer, 

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recording, occupation, premium, property,
unclaimed property, value added, custom duty, severance, windfall
profit or license tax, governmental fee or other similar assessment or
charge, together with any interest and any penalty, or additional
amount imposed by any governmental authority responsible for the
imposition of any such tax (domestic or
foreign).


5.27  Disclosure.    All written
information provided by Seller and Shareholder to Purchaser is true and
correct. Seller and Shareholder have not made any untrue statement of
material fact to Purchaser or omitted to state a material fact to
Purchaser which is known or should have been known to Seller or
Shareholder that is necessary to make any statements made in light of
the circumstances upon which made not misleading.

Seller's
and Shareholder's representations and warranties contained in
this Agreement will survive the Closing Date for a period of five
years. Seller's and Shareholder’s covenants will survive
indefinitely unless otherwise stated in the individual covenant. The
limitations on the survival of representations and warranties in this
Agreement shall not limit any rights, causes of action or other claims
Purchaser may have against Seller or Shareholder under common law,
equity, statute or regulation.

6.    REPRESENTATIONS AND
WARRANTIES OF PURCHASER.


6.1  Good Standing
and Organization.    Purchaser is duly organized, validly
existing and in good standing under the laws of the State of Florida
and is validly existing and qualified to do business as a foreign
corporation and is in good standing in the State of New
York.


6.2  Authority and Validity.    The
execution, delivery, and performance of this Agreement and the
Collateral Agreements by Purchaser have been (or prior to the Closing
will be) duly and validly authorized and approved by all necessary
action on the part of Purchaser, and this Agreement and the Collateral
Agreements are legally binding upon and enforceable against Purchaser
in accordance with their terms, except to the extent that such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relative to or affecting the rights and
remedies of creditors generally and by general principles of equity
(regardless of whether in equity or at
law).


6.3  No Violation.    The execution
and delivery of this Agreement and the documents and agreements to be
executed and delivered pursuant to this Agreement to consummate the
transactions contemplated hereby do not and will not (i) to the
knowledge of Purchaser, violate any provision of the terms of any
applicable law, rule or regulation of any governmental body having
jurisdiction, (ii) conflict with or result in a breach of any provision
of Purchaser’s articles of incorporation or bylaws or result in
a default under any of the terms, conditions or provisions of, or
result in the breach of, or accelerate or permit the acceleration of
the performance required by, any note, bond, mortgage, indenture,
license, agreement or other instrument or obligation of any nature
whatsoever to which Purchaser is a party, or (iii) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to
Purchaser or any of its property or assets, and are enforceable in
accordance with their
terms.


6.4  Litigation.    There are no
lawsuits or governmental proceedings pending or, to the knowledge of
Purchaser, threatened by or against Purchaser which would materially
affect the consummation of the transactions contemplated hereunder or
any of the representations and warranties contained
herein.


6.5  Sufficient
Funds.    Purchaser has sufficient funds available (through
existing credit arrangements or otherwise) to enable it to consummate
the transactions contemplated by this
Agreement.


6.6  Brokers.    Purchaser has
not employed any broker or finder or incurred any liability for any
brokerage fees, commissions or finder's fees in connection with
this Agreement or the transactions contemplated
hereby.


6.7  Disclosure.    All written
information provided by Purchaser to Seller is true and correct. No
representation, warranty or schedule contains any untrue statement of
material fact or omits to state a material fact which is known or
should have been known to Purchaser that is necessary to make the
statement not misleading.

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Purchaser’s representations and
warranties contained in this Agreement will survive the Closing Date
for a period of five years. The limitations on the survival of
representations and warranties in this Agreement shall not limit any
rights, causes of action or other claims Seller or Shareholder may have
against Purchaser under common law, equity, statute or regulation.
Purchaser’s covenants will survive indefinitely unless otherwise
stated in the individual covenant.

7.    CERTAIN
PRE-CLOSING COVENANTS.

From the Effective Date through the
Closing Date:


7.1  Conduct of
Business.    Seller shall (and Shareholder shall cause Seller
to) carry on the Business in the usual and normal course consistent
with its past business practices. Except with prior written consent of
Purchaser, Seller shall not purchase any asset, or enter into any
contract or agreement related to the Business, except in the ordinary
course of the Business, involving more than
$10,000.


7.2  Access.    Seller shall (and
Shareholder shall cause Seller to) permit Purchaser and its
representatives to have full access to the Leased Property,
Seller's auditors and legal counsel, and to all books and records
of Seller relating to the Business at reasonable hours; provided,
however, such access does not unreasonably disrupt the normal operation
of the Business. Seller shall furnish Purchaser with such financial and
operating data and other information with respect to the Leased
Property and any of the Purchased Assets as Purchaser may from time to
time reasonably request.


7.3  Maintenance of
Purchased Assets.    Seller shall (and Shareholder shall cause
Seller to) maintain the Purchased Assets consistent with past practice
of Business, and meet the requirements of all applicable safety,
environment, building, zoning, fire, health and other laws, ordinances,
rules and regulations affecting same, and in addition thereto, shall
maintain the Vehicles included in the Purchased Assets in good state of
repair, reasonable wear and tear only
excepted.


7.4  No Indebtedness.    Seller
shall not (and Shareholder shall cause Seller not to) create, incur,
assume, guarantee or otherwise become liable with respect to any
indebtedness related to the Business for any reason whatsoever, except
in the ordinary course of the Business, consistent with past
practices.


7.5  Accounting
Practices.    Seller and Shareholder shall maintain their
accounting books, records and accounts, with respect to Seller, in
accordance with customary practices, consistently applied, and shall
not make any change in any method of accounting or accounting
principle, method, estimate or practice (except as required by a change
in the United States General Accepted Accounting Principles). Seller
and Shareholder shall maintain all other files and records, with
respect to Seller, consistent with past
practice.


7.6  Corporate
Existence.    Seller and Shareholder shall maintain their
corporate existence and powers, shall not make any change in
Seller's articles of incorporation or bylaws and shall not
dissolve or liquidate.


7.7  No Disposal of
Purchased Assets.    Except pursuant to the terms of any
contract executed on or before the Effective Date and made known to
Purchaser, or upon the direction of Purchaser, Seller shall not (and
Shareholder shall cause Seller not to) dispose of any of the Purchased
Assets or enter into or assume any obligation with respect thereto, or
modify or amend in any material respect, or terminate, any contract,
agreement, lease, license or commitment which is part of the Purchased
Assets, except as expressly contemplated by this Agreement.


7.8  No Breach.    Seller and Shareholder
shall not knowingly do any act or omit to do any act that will cause a
breach of any contract, agreement, obligation, lease, license or
commitment included in the Purchased
Assets.


7.9  Notice of Certain
Events.    Seller or Shareholder shall promptly notify Purchaser
in writing of any threatened lawsuit, or claim against Seller or
Shareholder relating to the Business (other than claims and lawsuits
covered by insurance and which cannot reasonably expected to have a
material adverse effect on the Business or the Acquired Assets), or any
adverse change or any projected or threatened adverse change in the
financial position of the Business.

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7.10  Maintenance of
Insurance.    Seller and Shareholder shall keep in full force
and effect insurance (including casualty and public liability policies)
comparable in amount, scope and coverage maintained with respect to the
Business as of the Effective
Date.


7.11  Obtaining Consents.    Seller
and Shareholder shall use commercially reasonable efforts to obtain any
and all necessary consents of creditors, whether secured or unsecured,
or other third parties with respect to the transactions contemplated by
this Agreement.


7.12  Representations and
Warranties.    Neither Seller nor Shareholder shall take any
action which would cause any of the representations or warranties made
in this Agreement not to be true and correct in all respects on and as
of the Closing Date (unless the representation or warranty addresses
matters as of a particular date) with the same force and effect as if
such representation or warranty had been made on and as of the Closing
Date, except for changes in any such representation or warranty
approved in writing by Purchaser. Neither Seller nor Shareholder shall
agree to take any actions prohibited by this Section
7.12.


7.13  Joint Ventures.    Seller
shall not enter into any joint venture or partnership related to the
Business.


7.14  Notice of
Damages.    Seller and Shareholder shall give prompt written
notice to Purchaser of any damage to or destruction or loss of any
Purchased Assets occurring prior to Closing which exceeds or may exceed
an aggregate of
$10,000.


7.15  Tanks.    Prior to Closing,
to the extent not already provided to Purchaser, Seller or Shareholder
shall deliver to Purchaser copies of the registration forms and all
other filings, documents or permits required in connection with the
Tanks by federal, state, county or municipal law, including documents
relating to removal of the Tanks.


7.16  Public
Statements.    Seller, Shareholder and Purchaser shall consult
with each other before issuing, or permitting any agent or affiliate to
make, any public statements with respect to this Agreement and the
transactions contemplated hereby, and, except to the extent required by
law, no such release or public statement shall be made by Seller,
Shareholder or Purchaser before the Closing Date without the prior
written consent of such other party.


7.17  Notice
Concerning Transportation Contracts and Miscellaneous
Contracts.    Seller and Shareholder shall give prompt written
notice to Purchaser of any occurrence, condition or act of which Seller
or Shareholder becomes aware indicating that any of the other parties
to the Transportation Contracts or Miscellaneous Contracts intends to
or is considering termination, non-renewal, a material reduction in the
volume of, or refusal to consent to Seller's assignment to
Purchaser of any such contract prior to the end of its stated
term.


7.18  Assignment of
Contracts.    Seller and Shareholder shall use commercially
reasonable efforts to obtain the assignments of all Transportation
Contracts, Miscellaneous Contracts and
Permits.


7.19  No Solicitation.    Seller
and Shareholder agree that neither they, nor any of their affiliates,
nor any of their respective directors, executive officers, agents or
representatives will, directly or indirectly, (i) solicit, initiate or
encourage (including by way of furnishing information) any inquiries or
the making of any proposal with respect to any merger, consolidation or
other business combination involving the Business or the acquisition of
all or any significant part of the assets of the Business or capital
stock of Seller (including, but not limited to, a control position
voting interest) (an ‘‘Acquisition
Transaction’’), (ii) negotiate or otherwise engage in
discussions with any person or entity with respect to any Acquisition
Transaction, or that may reasonably be expected to lead to a proposal
for an Acquisition Transaction, or (iii) enter into any agreement,
arrangement or understanding (including any letter of intent, agreement
in principle or similar agreement) with respect to any such Acquisition
Transaction, in the case of each clauses (i), (ii) and (iii) other than
in connection with the transactions with Purchaser contemplated by this
Agreement. Seller and Shareholder agree to promptly advise Purchaser of
any inquiries or proposals received by, any information requested from,
or any negotiations or discussions sought to be initiated or continued
with, Seller or Shareholder, their affiliates, or any of their
respective directors, executive officers, stockholders, agents or
representatives, in each case from a person or entity (other than
Purchaser) with respect to an Acquisition Transaction.

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7.20  Capital
Leases.    At or prior to the Closing, Seller shall pay in full
all of its obligations under the capital and/or operating leases set
forth on Exhibit Q and take title to all the equipment and
assets subject to those leases or cause such equipment and assets to be
transferred to Purchaser free and clear of any
Liens.

8.    COVENANTS WHICH INCLUDE POST CLOSING
ACTIONS.


8.1  Taxes.    Seller and
Shareholder shall be liable for all Taxes levied against Seller or upon
its properties, the Leased Property and Business, relating to events or
time periods prior to the Closing
Date.


8.2  Access to Books and
Records.    Following the Closing, Seller, Shareholder and
Purchaser shall allow each other access to available books and records
of the Business through the Closing Date as either shall reasonably
request.


8.3  Notice to Customers.    If
Purchaser requests after the Closing, Seller and Shareholder shall
deliver to Purchaser or directly to customers or suppliers of the
Business, a letter prepared by Purchaser and executed by Seller,
pursuant to which Seller shall advise each addressee that the Purchased
Assets have been sold to
Purchaser.


8.4  Disclosure.    Except as
required by law, Seller, Shareholder or Purchaser will not, without the
prior consent of the other parties, disclose any of the terms of this
Agreement to any third party, other than a party’s accountants,
attorneys and advisors.


8.5  Trade
Name.    On and after the Closing Date, Seller and Shareholder
shall not use or identify itself or himself or its business by any
trade name transferred hereby. Not later than 10 days after the Closing
Date, Seller shall change its corporate name.


8.6  Accounts Receivable.    In the event
Purchaser receives payment for any accounts receivable of Seller
regarding the Business relating to the period prior to Closing or any
other Excluded Asset, Purchaser shall promptly remit such payment or
deliver such Excluded Asset to Seller. For purposes of this Section ,
any payments received from any customer of Seller shall be applied to
any outstanding accounts receivable of Seller prior to any obligation
which arises after the Closing Date. In the event Seller receives
payment for any accounts receivable of Purchaser regarding the Business
relating to the period after Closing or any Purchased Assets, Seller
shall promptly remit such payment or deliver such Purchased Asset to
Purchaser.


8.7  Remediation.


8.7.1
Seller and Shareholder shall be solely liable for the full cost of
remedying the environmental issues set forth in the report that Strata
Environmental (‘‘Strata’’)
authored, which is attached as Exhibit O (the
‘‘Strata Report’’) as well
as additional costs, expenses and liabilities, whether known or
unknown, related thereto or arising therefrom (the
‘‘Remediation’’). Following
the Closing Date, Seller shall use its best efforts to advance the
Remediation to completion in a timely manner. The Escrow Agreement
covering the Remediation Escrow Amount (as defined below) shall provide
that payments as directed by Seller and Purchaser shall be made out of
the Remediation Escrow Amount by the Escrow Agent after receipt by the
Escrow Agent of written directions from Seller and Purchaser. In the
event Seller fails to advance the Remediation to completion in a timely
manner following the Closing Date, Purchaser may assume (at the cost
and expense of Seller) such duties and direct the Escrow Agent to make
payments in accordance therewith without Seller’s consent upon
15 days prior written notice to Seller.


8.7.2 At
the Closing, Purchaser shall deposit Fifty Thousand Dollars
($50,000.00) of the Purchase Price (the
‘‘Remediation Escrow
Amount’’) into an account with the Mercantile
Title Agency (the ‘‘Escrow
Agent’’), pursuant to an escrow agreement in a
form reasonably acceptable to the parties. The terms of the escrow
agreement will incorporate the terms of this Section 8.7. The
Remediation Escrow Amount shall serve as a source of funds for payment
on behalf of Seller of the full cost of the Remediation. In the event
the Remediation Escrow Amount is insufficient to pay all of the costs
associated with or related to the Remediation, Seller shall pay all
such costs in excess of the 

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Remediation Escrow Amount. Other than
portions of the Remediation Escrow Amount that are paid directly to
third parties who are performing the Remediation, the Remediation
Escrow Amount shall be held in escrow until such time as the
Remediation is completed to the reasonable satisfaction of Purchaser
(the ‘‘Remediation Escrow
Period’’). Any funds remaining in the Remediation
Escrow Fund at the termination of the Remediation Escrow Period shall
be disbursed to Seller.


8.8  Ryder
Indemnification and Access Agreement.    Seller and Shareholder
shall ‘‘pass through’’ to Purchaser all
rights it has under the Access and Indemnification Agreement dated on
or about July  24,  1998 by and between Ryder Truck Rental,
Inc. (‘‘Ryder’’), Seller and
WKD Properties, LLC (the ‘‘Indemnity
Agreement’’). At the request and for the benefit
of Purchaser, and at the sole cost of Seller and Shareholder, Seller
and Shareholder shall enforce all rights and remedies Seller has under
the Indemnity Agreement, including taking any legal action that
Purchaser requests. Purchaser shall have the right to control any such
action and no such action shall be settled, compromised or abandoned
without the prior written consent of Purchaser. Furthermore, Seller and
Shareholder shall immediately transfer any compensation or other
consideration that any of them receive from any such lawsuit or other
action that Purchaser has requested any of them to take pursuant to
this Section 8.8 or as a result of enforcing its rights and remedies
under the Indemnity Agreement to the extent relating to damages or
liabilities of any kind that Purchaser sustains as a result of any
action or inaction of Ryder for which Ryder is required to indemnify
Seller under the Indemnity Agreement. Seller and Shareholder shall not
compromise, settle or abandon any claim with respect to the Indemnity
Agreement without the prior written consent of
Purchaser.

9.    CONDITIONS TO SELLERS' OBLIGATION
TO CLOSE.

The obligation of Seller and Shareholder to
consummate this Agreement and the Collateral Agreements is subject to
the satisfaction of the following conditions, unless waived by Seller
and Shareholder:


9.1  Accuracy of Representations
and Warranties.    The representations and warranties of
Purchaser contained in this Agreement shall be true and correct except
where the failure to be true and correct would not cause a material
adverse change on Purchaser taken as a whole (it being understood that,
notwithstanding anything to the contrary contained in this Agreement,
for the sole purpose of determining whether there has been a material
adverse change as a result of any inaccuracy of a representation or
warranty of Purchaser, such representation or warranty shall be read as
if it were not qualified by ‘‘material’’ or
‘‘material adverse change’’ or other words
of similar import), in each case on the date hereof and on the Closing
Date (unless the representations and warranties address matters as of a
particular date, in which case they shall remain true and correct in
all respects as of such date).


9.2  Performance
of Obligations.    Purchaser shall have performed each
obligation required to be performed by it under this Agreement prior to
the Closing Date in all material
respects.


9.3  Deliverables.    Seller
shall have received from Purchaser those items set forth in Sections
4.3.2 and 4.3.3.


9.4  No
Proceedings.    No action or proceeding against Purchaser or any
Seller shall have been instituted or threatened that, if successful,
and no law, regulation or order shall have been enacted, promulgated,
entered, enforced or issued by any governmental agency that, could
prohibit consummation or require substantial rescission of the
transactions contemplated by this Agreement and the Collateral
Agreements.


9.5  Adjustment to Purchase
Price.    Seller and Purchaser shall have agreed to any
adjustments to the Purchase Price as set forth on the Closing
Statement, including any adjustments for deficiencies in the Purchased
Assets.


9.6  Approvals.    Seller shall
have obtained all consents and approvals necessary to effectuate the
transactions contemplated by this Agreement and the Collateral
Agreements, including, but not limited to, consents to the assignment
of the Transportation Contracts and the Miscellaneous Contracts and the
Approvals set forth on Schedule 5.22.


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10.    CONDITIONS TO
PURCHASER’S OBLIGATION TO CLOSE.

The obligation of
Purchaser to consummate this Agreement and the Collateral Agreements is
subject to the satisfaction of the following conditions, on or before
the Closing Date unless waived by
Purchaser:


10.1  Accuracy of Representations and
Warranties.    The representations and warranties of Seller and
Shareholder contained in this Agreement shall be true and correct
except where the failure to be true and correct would not cause a
material adverse change on Seller or Shareholder taken as a whole (it
being understood that, notwithstanding anything to the contrary
contained in this Agreement, for the sole purpose of determining
whether there has been a material adverse change as a result of any
inaccuracy of a representation or warranty of Seller or Shareholder,
such representation or warranty shall be read as if it were not
qualified by ‘‘material’’ or
‘‘material adverse change’’ or other words
of similar import), in each case on the date hereof and on the Closing
Date (unless the representations and warranties address matters as of a
particular date, in which case they shall remain true and correct in
all respects as of such date).


10.2  Performance
of Obligations.    Seller and Shareholder shall have performed
each obligation required to be performed by it under this Agreement
prior to the Closing Date in all material
respects.


10.3  Deliverables.    Purchaser
shall have received from Seller and Shareholder those items set forth
in Sections 4.3.1 and 4.3.3.


10.4  No
Proceedings.    No action or proceeding against Purchaser,
Seller or Shareholder shall have been instituted or threatened that, if
successful, could prohibit consummation or require substantial
rescission of the transactions contemplated by this Agreement and the
Collateral Agreements or divestiture by Purchaser of any business
purchased hereunder or any of the Purchased Assets or impose material
restrictions on the way Purchaser operates the Purchased Assets
following the Closing.


10.5  Satisfaction of
Creditors and Taxing Authorities.    Seller and Shareholder
shall have notified Purchaser of, and paid or otherwise dealt to
Purchaser’s reasonable satisfaction with, any and all demands
made by any creditor or taxing authority regarding obligations of
Sellers.


10.6  Adjustments to Purchase
Price.    Seller, Shareholder and Purchaser shall have agreed to
any adjustments to the Purchase Price as set forth on the Closing
Statement, including any for any adjustments for deficiencies in the
Purchased Assets.


10.7  Release of
Liens.    Seller shall have obtained a release of any and all
security interests and Liens affecting the Purchased Assets and shall
have delivered transfer documents satisfactory in form and substance to
counsel for Purchaser assigning and conveying all such assets free and
clear of any and all mortgages, Liens, pledges, charges, adverse claims
or encumbrances of any nature
whatsoever.


10.8  No Material Adverse
Change.    There shall not have occurred any material adverse
change in the business, operations, result of operations, projected
contract revenue or financial condition of the Business, taken as a
whole.


10.9  No Damage.    There shall not
have occurred a loss of or damage to the Purchased Assets in the
aggregate over $10,000.00, unless Seller or Shareholder has replaced
the damaged, stolen or lost Purchased Assets to the reasonable
satisfaction of Purchaser prior to
Closing.


10.10  Leased Property. Purchaser,
in its sole discretion, shall have either assumed the leases set forth
on Schedule 5.9 for the Leased Property or entered into new
leases for the Leased Property in a form satisfactory to Purchaser and
its counsel. The Leased Property shall be properly zoned for use as
school bus operations and maintenance
facilities.


10.11  Approvals.    Seller or
Shareholder shall have obtained all consents and approvals necessary to
effectuate the transactions contemplated by this Agreement and the
Collateral Agreements, including, but not limited to, consents to the
assignment of the Transportation Contracts and the Miscellaneous
Contracts and the Approvals set forth on Schedule
5.22.

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10.12  COBRA
Notices.    Seller shall have supplied proof to Purchaser
satisfactory in form and substance to counsel for Purchaser of
Sellers' compliance with the provisions of Consolidated Omnibus
Budget Reconciliation Act as they apply to Seller, including, without
limitation, any notices required to be distributed to employees of
Seller.

11.    TERMINATION.


11.1  Right
To Terminate. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to
the Closing Date:


11.1.1 Mutual
Consent.    By mutual written consent of Purchaser, Seller and
Shareholder;


11.1.2 By Purchaser.    By
Purchaser, if any of the conditions set forth in Section 10 shall have
become incapable of fulfillment (other than as a result of a breach of
this Agreement by Purchaser);


11.1.3 By Seller or
Shareholder.    By Seller or Shareholder, if any of the
conditions set forth in Section 9 shall have become incapable of
fulfillment (other than as a result of a breach of this Agreement by
Seller or Shareholder);


11.1.4 Termination
Date.    By Purchaser, Seller or Shareholder, if the
transactions contemplated hereby are not consummated on or before
July  15,  2006; provided that, any such termination shall
not in any way prejudice Purchaser’s or Seller's rights to
seek specific performance or other injunctive relief after such
termination;


11.1.5 Breach of Covenant.    By
Purchaser, Seller or Shareholder, if the other party shall be in
material breach of any of its covenants contained in this Agreement and
such breach either is incapable of cure or is not cured within 30 days
after notice from the party wishing to terminate; provided, that the
party seeking such termination shall not also then be in material
breach of this Agreement; and, provided, further, that any material
breach of the provisions of Section 1.1 shall entitle Purchaser to an
immediate right to termination without any notice or cure
requirement;


11.1.6 Breach of Representations and
Warranties.    By Purchaser, Seller or Shareholder, if the
other party shall be in breach of any of its representations or
warranties contained in this Agreement, which breach, individually or
together with all other breaches, is reasonably expected to have a
material adverse change on such party, and such breach either is
incapable of cure or is not cured within 30 days after notice from the
party wishing to terminate; provided, that the party seeking such
termination shall not also then be in material breach of this
Agreement; or


11.1.7 Order or Action by Governmental
Entity.    By Purchaser, Seller or Shareholder, if a
governmental entity shall have issued a non-appealable final order or
shall have taken any other action having the effect of permanently
restraining, enjoining or otherwise prohibiting the transactions
contemplated hereby.


11.2  Manner and Effect of
Termination. Termination shall be effected by the giving of
written notice to that effect by the party seeking termination. If this
Agreement is validly terminated and the transactions contemplated
hereby are not consummated, then this Agreement shall become null and
void and of no further force and effect and no party shall be obligated
to any other party hereunder; provided, however, that termination shall
not affect (i) the rights and remedies available to a party as a result
of the breach by the other party or parties hereunder or (ii) the
provisions of Sections 7.16, 8.4 and 20.12 and any provisions
concerning indemnification for broker’s or similar fees, or this
Section
11.2.

12.    INDEMNIFICATION.


12.1  Seller
and Shareholder Indemnification.    Seller and Shareholder,
jointly and severally, agrees to indemnify, defend, release, and hold
Purchaser, its parent company, its affiliates, subsidiaries or related
companies, and their directors, officers and employees harmless from
and against any and all damages, losses, penalties, interest
obligations, liabilities (including tax liabilities), claims,
judgments, causes of action, deficiencies, costs, clean up costs, and
expenses (including reasonable attorneys’ fees 

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and other costs) asserted against, incurred
or required to be paid by Purchaser on account of or incident or
pursuant to: (i) breach of any representation or warranty made by
Seller or Shareholder in this Agreement, the Collateral Agreements or
in any document delivered pursuant to or in connection with this
Agreement; (ii) breach of any covenant or obligation made by Seller or
Shareholder in this Agreement, the Collateral Agreements or any
document delivered pursuant to or in connection with this Agreement;
(iii) the business or operations of Seller or Shareholder or any
conduct or failure to act of any Seller (or any of their employees or
agents) before, at or after the Closing including any tax liability
resulting therefrom; (iv) the ownership, maintenance, use or operation
of the Purchased Assets prior to or on the Closing Date; (v) the
Transportation Contracts or Miscellaneous Contracts and arising from
acts, omissions, circumstances or conditions occurring on or before the
Closing Date; (vi) the failure of Seller or Shareholder to comply with
applicable bulk transfer laws, to the extent such failure causes
Purchaser to be liable for liabilities of Seller other than the
liabilities which Purchaser assumes pursuant to Section 16 hereof;
(vii) unfunded or under funded pension liabilities of Seller and all
liabilities under the pension plans and other employee plans and any
severance benefits and termination liabilities and any other
employee-related claims arising from acts, omissions, circumstances or
conditions occurring on or before the Closing Date; (viii) releases,
spills, discharges or leaks of oil, fuel, regulated, hazardous, or
toxic substances, or other pollutants of any kind in or on the Leased
Property or in or on any other real property owned, leased, operated or
used by Seller or Shareholder that occurred on or before the Closing
Date; (ix) the use or occupation of the Leased Property prior to or on
the Closing Date; (x) any broker's or finders fees due and
payable to any third party arising out of this Agreement or the
transactions contemplated hereby where such party claims that it
entered into an agreement with Seller or
Shareholder.


12.2  Purchaser
Indemnification.    Purchaser agrees to indemnify, defend,
release, and hold Seller and Shareholder, their affiliates,
subsidiaries or related companies and their directors, stockholders,
officers and employees, as applicable, harmless from and against any
and all damages, losses, penalties, interest obligations, liabilities
(including tax liabilities), claims, judgments, causes of action,
deficiencies, costs, clean up costs, and expenses (including reasonable
attorneys’ fees and other costs) asserted against, incurred or
required to be paid by Seller or Shareholder on account of or incident
to: (i) breach of any representation or warranty made by Purchaser in
this Agreement, the Collateral Agreements or in any document delivered
pursuant to or in connection with this Agreement; (ii) the breach of
any covenant or obligation made by Purchaser in this Agreement, the
Collateral Agreements or in any document delivered pursuant to or in
connection with this Agreement; (iii) the business or operations of
Purchaser or any conduct or failure to act of Purchaser (or any of its
employees or agents) before, at or after the date of this Agreement;
(iv) the ownership, maintenance, use, or operation of the Business and
the Purchased Assets after the Closing Date; (v) the Transportation
Contracts or Miscellaneous Contracts and arising from acts, omissions,
circumstances, or conditions occurring after the Closing Date; or (vi)
any broker's or finders fees due and payable to any third party
arising out of this Agreement or the transactions contemplated hereby
where such party claims that it entered into an agreement with
Purchaser; (vii) the Assumed
Liabilities.


12.3  Maximum
Liability.    Notwithstanding any other provisions of this
Agreement the total aggregate indemnification obligations of Seller and
Shareholder and the total indemnification obligations of Purchaser
under this Agreement shall each be limited to the Purchase Price, other
than any claim based upon fraud or willful misconduct. Furthermore, the
limitations set forth in this Section 12.3 shall not apply to a breach
of a representation or warranty set forth in Sections 5.2, 5.3, 5.4,
6.2, and 6.3.

13.    INDEMNIFICATION
PROCEDURE.


13.1 With respect to any matter for which
indemnification is claimed by Purchaser, Purchaser will promptly notify
Seller or Shareholder in writing after Purchaser becomes aware of it,
and Seller and/or Shareholder (as applicable) will promptly and
diligently defend, contest, settle, compromise, or otherwise protect
against any such suit, action, investigation, claim or proceeding at
its own cost and expense; provided, however, that Seller and/or
Shareholder shall not, without the prior written consent of Purchaser,
consent to an entry of judgment or enter into any settlement (i) which
does not include 

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an unconditional release of Purchaser from
all liability, or (ii) which requires action on the part of Purchaser
or otherwise subjects Purchaser to any obligation or restriction to
which it would not otherwise be subject. Any delay or failure to so
notify Seller and/or Shareholder will only relieve Seller and/or
Shareholder of their obligations hereunder to the extent, if at all,
that they are prejudiced by reason of such delay or failure. Purchaser
will have the right, but not the obligation, to participate, at its own
expense, in the defense by counsel of its own choosing; however, Seller
and/or Shareholder will be entitled to control the defense unless
Purchaser has relieved Seller and/or Shareholder in writing from
liability with respect to the particular matter. If Seller and/or
Shareholder request(s) that Purchaser participate in the defense and if
Purchaser so elects, at Purchaser’s option, Seller and/or
Shareholder will reimburse Purchaser for its expenses and the cost of
providing assistance at the request of Seller and/or Shareholder,
including, without limitation, reasonable attorneys’ fees and
investigation expenses. If Seller and/or Shareholder do not timely
defend, contest or otherwise protect against any suit, action,
investigation, claim or proceeding after receipt of the required notice
from Purchaser, Purchaser will have the right, but not the obligation,
to defend, contest or otherwise protect against the same, make any
compromise or settlement thereof, and recover all damages as a result
of such suit, action, investigation, claim, proceeding, compromise, or
settlement.


13.2 With respect to any matter for which
indemnification is claimed by Seller or Shareholder, Seller or
Shareholder will promptly notify Purchaser in writing after Seller
and/or Shareholder becomes aware of it, and Purchaser will promptly and
diligently defend, contest, settle, compromise, or otherwise protect
against any such suit, action, investigation, claim or proceeding at
its own cost and expense; provided, however, that Purchaser shall not,
without the prior written consent of Seller and/or Shareholder, consent
to an entry of judgment or enter into any settlement (i) which does not
include an unconditional release of Seller and/or Shareholder from all
liability, or (ii) which requires action on the part of Seller and/or
Shareholder or otherwise subjects Seller and/or Shareholder to any
obligation or restriction to which it would not otherwise be subject.
Any delay or failure to so notify Purchaser will only relieve Purchaser
of its obligations hereunder to the extent, if at all, that it is
prejudiced by reason of such delay or failure. Seller and/or
Shareholder will have the right, but not the obligation, to
participate, at their own expense, in the defense by counsel of their
own choosing; however, Purchaser will be entitled to control the
defense unless Seller and/or Shareholder have relieved Purchaser in
writing from liability with respect to the particular matter. If
Purchaser requests that Seller and/or Shareholder participate in the
defense and if Seller and/or Shareholder so elect, at Seller's
and/or Shareholder's option, Purchaser will reimburse Seller
and/or Shareholder for their expenses and the cost of providing
assistance at the request of Purchaser, including, without limitation,
reasonable attorneys’ fees and investigation expenses. If
Purchaser does not timely defend, contest or otherwise protect against
any suit, action, investigation, claim or proceeding after receipt of
the required notice from Seller and/or Shareholder, Seller and/or
Shareholder will have the right, but not the obligation, to defend,
contest or otherwise protect against the same, make any compromise or
settlement thereof, and recover all damages from Purchaser as a result
of such suit, action, investigation, claim, proceeding, compromise, or
settlement.

14.    RIGHT OF SET OFF.

Purchaser
may, in addition to any other remedy available to Purchaser at law or
in equity, and at its sole option, withhold and set off, against any
and all amounts payable under this Agreement or the Collateral
Agreements, any amounts for which Purchaser is due pursuant to this
Agreement or the Collateral Agreements.

15.    SALES
TAX.


15.1  Transfer
Taxes.    Purchaser shall be liable for and agrees to pay any
sales, use, value added, documentary, stamp, gross receipts,
registration, transfer, capital, conveyance, excise, recording, license
and other similar Taxes and fees, including, without limitation,
titling and registration fees arising out of the registration of the
Vehicles into Purchaser’s name (but excluding any income tax of
Seller), duly imposed on the sale of the Purchased
Assets.

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15.2  Property Expense
Apportionment.    The items listed in subsections 15.2.1 through
15.2.5 below relating to the Purchased Assets will be apportioned at
the Closing in an equitable manner as of the close of business of the
day immediately preceding the Closing Date (the
‘‘Adjustment Date’’) so that the income and
expense items with respect to the period up to and including the
Adjustment Date will be for Seller’s account and the income and
expense items with respect to the period after the Adjustment Date will
be for Purchaser’s account. For purposes of this Section, the
term ‘‘equitable manner’’ will mean that
Seller will be allocated such items based on a fraction, the numerator
of which is the number of days in the applicable period ending on the
Adjustment Date and the denominator of which is the total number of
days in such period, and Purchaser will be allocated the
remainder.


15.2.1 General and special real estate
and other ad valorem taxes and assessments and other state or local
taxes, fees, charges and assessments in respect of real estate on the
basis of the fiscal year for which assessed. If the Closing Date will
occur before the tax rate or assessment is fixed for any fiscal year,
the apportionment of such taxes and payments at Closing will be based
upon the most recently ascertainable tax bills; provided, that
Purchaser and Seller will recalculate and re-prorate said taxes and
payments and make the necessary cash adjustments promptly upon the
issuance, and on the basis, of the actual tax bills received for any
such fiscal year and the amount of any payments in lieu of tax made
with respect to any such fiscal year.


15.2.2
Personal property taxes, if any, on the basis of the fiscal year for
which assessed. If the Closing Date will occur before the tax rate or
assessment is fixed for any fiscal year, the apportionment of such
taxes and payments at Closing will be based upon a reasonable estimate
mutually agreed upon by Purchaser and Seller; provided, that Purchaser
and Seller will recalculate and re-prorate said taxes and make the
necessary cash adjustments promptly upon the issuance, and on the
basis, of the actual tax bills received for any such fiscal
year.


15.2.3 Utility charges and other
apportionments and adjustments as are customarily apportioned upon the
transfer of real and personal property in the county and state in which
the subject property is located.


15.2.4 To the
extent any Taxes described in subsections 15.2.1 or 15.2.2 above are
adjusted as a result of any governmental Tax audit or administrative or
court proceeding initiated by a governmental entity or agency with
jurisdiction over the properties, Purchaser and Seller will recalculate
and re-prorate such taxes and make the necessary cash adjustments
promptly upon the resolution of such audit or
proceeding.


15.2.5 Any rent expense with respect
to any Acquired Assets.


15.3 Purchaser shall not be liable
for any interest, penalty or additional amount imposed by any
governmental authority responsible for the imposition of any Tax that
is attributable to Seller or
Shareholder.

16.    ASSUMPTION OF LIABILITIES; DISCLAIMER
OF OTHER LIABILITIES.

With the exception of (a) obligations
accruing under the Transportation Contracts and Miscellaneous Contracts
that do not relate to matters or events which occurred or failed to
occur prior to the Closing Date, (b) obligations and liabilities to be
paid or assumed by Purchaser pursuant to Section 15, and (c)
obligations and liabilities incurred by Purchaser in the operation of
the Business following the Closing, including obligations and
liabilities arising from the use of, ownership, operation or resale of
Purchased Assets by Purchaser following the Closing (the
‘‘Assumed Liabilities’’),
Purchaser does not assume and will not be responsible for any debts,
obligations or liabilities of Seller, accrued or unaccrued, fixed or
contingent regardless of the character thereof and regardless of when
asserted, including without limitation: (i) any employee liabilities
for unemployment compensation or premiums, workers’ compensation
claims or premiums; (ii) property or casualty insurance premiums; (iii)
accrued employee vacations, unfunded or under funded employee benefit
plans, whether multi employer or otherwise; (iv) any liability of
Seller arising from indebtedness for borrowed money or long-term debt
of Seller; (v) any liability arising from, or in connection with the
conduct of Seller’s 

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business or the ownership of the Purchased
Assets by Seller on or prior to the Closing Date; (vi) any liability of
Seller for Taxes owed to any taxing authority (other than those Taxes
that Purchaser is obligated to pay as set forth in Section 15); (vii)
any liability or obligation of Seller under any contract or commitment
other than the Assumed Liabilities; (viii) any accounts payable; (ix)
any liability arising out of the employment or termination of
employment of any person employed by Seller; (x) any liability or claim
arising from or related to the Excluded Assets; or (xi) any other
liability of any nature (collectively, the
‘‘Retained Liabilities’’),
it being understood that all of the Retained Liabilities shall remain
the sole responsibility of and shall be retained, paid, performed
and/or discharged solely by
Seller.

17.    EMPLOYEES.


17.1 Seller
shall terminate all of its employees (other than its officers) employed
in connection with the Business prior to the Closing. Seller shall be
solely responsible for severance pay and other liabilities arising out
of such employment and termination and for all accrued compensation,
vacation pay, sick pay and other benefits with respect to such
employees whether or not such employees become employees of Purchaser
on or after the Closing Date.


17.2 Purchaser shall, in its
sole discretion, consider for employment Seller's current
employees (other than Seller’s officers), but shall be under no
obligation to offer employment to any of Sellers' employees. Any
employee offered employment by Purchaser will be required to meet
Purchaser’s employment requirements, including but not limited
to, drug and alcohol tests and background
reviews.

18.    TAX ALLOCATION OF PURCHASE
PRICE.

For purposes of each party’s reporting of the
transactions contemplated by this Agreement to the United States
Department of Internal Revenue Service, prior to the Closing, the
parties shall agree as to a schedule allocating the Purchase Price
amongst the Purchased Assets which shall be set forth on Exhibit
P, adjusted for additions and deletions of the Purchased Assets
between the Effective Date of this Agreement and the
Closing.

19.    KNOWLEDGE


A party to this
Agreement will be deemed to have
‘‘knowledge’’ of a particular fact or
matter if: (a) that party is actually aware of that fact or matter; or
(b) a prudent individual could be expected to discover or otherwise
become aware of that fact or matter in the course of conducting a
reasonably comprehensive investigation regarding the accuracy of any
representation or warranty contained in this Agreement. A party to this
Agreement will be deemed to have
‘‘knowledge’’ of a particular fact or other
matter if any individual who is serving, or who has at any time served,
as a director, officer, partner, executor or trustee of that party (or
in any similar capacity) has, or at any time had,
‘‘knowledge’’ of that fact or other matter
(as set forth in (a) and (b) above), and any such individual (and any
individual party to this Agreement) will be deemed to have conducted a
reasonably comprehensive investigation regarding the accuracy of the
representations and warranties made herein by that party or
individual.

20.    MISCELLANEOUS.


20.1  Headings.    The
headings in this Agreement are for convenience of reference only and do
not limit or otherwise affect any of the terms or provisions of this
Agreement.


20.2  Governing Law.    The
laws of the State of New York govern all matters arising out of this
Agreement and the rights and obligations of the parties under this
Agreement without consideration of New York’s conflicts of laws
principles.


20.3  Severability.    If any
provision of this Agreement is held to be illegal, invalid or
unenforceable, that provision will be fully severable, and this
Agreement will be construed and 

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enforced as if the illegal, invalid or
unenforceable provision never comprised a part of this Agreement; and
the remaining provisions of this Agreement will remain in full force
and effect. Furthermore, in lieu of the illegal, invalid or
unenforceable provision, there will be added automatically as part of
this Agreement a provision as similar in its terms to the illegal,
invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.


20.4  Entire
Agreement.    This Agreement, the Confidentiality Agreement,
dated October  31,  2005 (the
‘‘Confidentiality Agreement’’) (provided
that, following the Closing, all information concerning the Business
and Seller shall no longer be considered confidential and Purchaser may
freely disclose all such information), and all documents and agreements
referred to in this Agreement supersede all prior or contemporaneous
understandings, agreements, negotiations and discussions, whether oral
or written, between the parties concerning this subject matter and
constitute the entire agreement between the parties with regard to this
subject matter. The parties have not relied upon any promises,
representations, warranties, agreements, covenants or undertakings,
other than those expressly set forth in this Agreement and the
Confidentiality
Agreement.


20.5  Waiver.    Waiver of the
benefit of any provision of this Agreement must be in writing and
signed by the party against whom enforcement is sought to be effective.
The waiver by any party of a breach of any provision of this Agreement
will not operate or be construed as a waiver of any subsequent breach.
No action taken pursuant to this Agreement will be deemed to constitute
a waiver by that party of compliance by the other party with any of the
covenants or other obligations contained in this Agreement. A failure
by a party to insist upon strict compliance with any term of this
Agreement, enforce any right or seek any remedy upon any breach of any
other party will not affect, or constitute a waiver of, that
party's right to insist upon strict compliance, enforce that
right or seek that remedy with respect to that default or any prior,
contemporaneous or subsequent
default.


20.6  Binding on
Successors.    This Agreement applies to and binds the
successors and permitted assigns of the
parties.


20.7  Amendments.    No amendment
of this Agreement is valid unless in writing and the party against whom
enforcement is sought signs
it.


20.8  Notices.    The parties shall
give any notice or other communication required or permitted in this
Agreement in writing and shall deliver any notice by personal delivery,
overnight delivery service, certified mail, return receipt requested,
postage prepaid, or facsimile transmission. A notice is deemed given
upon delivery of the notice in person, on the day after the notice is
deposited with an overnight delivery service, five days after the
notice is deposited with the United States Postal Service certified
mail, return receipt requested, postage prepaid, or immediately when
sent by facsimile transmission (with a confirming copy of such
communication to be sent by overnight delivery services or certified
mail), and addressed or faxed as
follows:





											
	 		If
to Seller:		c/o Atlantic Express Transportation Corp.
7
North Street
Staten Island, New York 10302
Attention:
President
	 		With a copy to:		Silverman
Sclar Shin & Byrne PLLC
381 Park Avenue South
New York, New
York 10016
Attention: John Shin,
Esq.
	 		If to Purchaser:		First
Student, Inc.
c/o FirstGroup America, Inc.
One Centennial
Plaza
705 Central Avenue, Suite 500
Cincinnati, Ohio
45202
Attn: Michael Petrucci, Esq.
	






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	 		with a copy
to:		Dinsmore & Shohl LLP
1900 Chemed Center
255 E.
Fifth Street
Cincinnati, Ohio 45202
Attn: Jason B. Sims,
Esq.
	






From time to time, either party may designate
another address for all purposes of this Agreement if it gives to the
other party not less than three days advance notice of the change of
address in accordance with the provisions of this Agreement. The
failure or refusal of a party to accept receipt of a notice or other
communication under this Agreement shall not invalidate the
notice.


20.9  Presumption.    This
Agreement or any section of this Agreement will not be construed
against any party due to the fact that the party drafted this Agreement
or any section of this
Agreement.


20.10  Counterparts.    This
Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original but all of which together will
constitute one and the same instrument. Execution of this Agreement via
facsimile will be effective, and signatures received via facsimile will
be binding upon the parties and effective as originals. The parties
expressly acknowledge that, notwithstanding any statutory or decisional
law to the contrary, the printed product of a facsimile transmittal
will be deemed to be ‘‘written’’ and a
‘‘writing’’ for all purposes of this
Agreement.


20.11  Third Party
Beneficiaries.    The terms and provisions of this Agreement are
intended solely for the benefit of each party to this Agreement and
their respective successors or permitted assigns, and it is not the
intention of the parties to confer third party beneficiary rights, and
this Agreement does not confer any such rights, upon any other person
or entity.


20.12  Expenses.    Seller,
Shareholder and Purchaser shall each pay their own expenses incidental
to this Agreement, including, without limitation, fees and expenses of
their respective agents, representatives, counsel, accountants, and
other experts.


20.13  Attorneys’
Fees.    If any party resorts to legal action to enforce any of
its rights under this Agreement, the prevailing party will be entitled
to recover its costs and expenses associated with such legal action,
including, but not limited to court costs and reasonable
attorneys’ fees at trial or
appeal.


20.14  Further
Assurances.    Before and after the Closing, either party shall
promptly execute and deliver to the other party (upon the other
party's written request) such other instruments or documents as
the other party reasonably deems necessary or appropriate to carry out
and effect the purpose and intent of this
Agreement.


20.15  Assignment.    This
Agreement may be assigned by Purchaser. Neither Seller nor Shareholder
may assign this Agreement without the prior written consent of
Purchaser.


20.16  Bulk Transfer
Laws.    Purchaser acknowledges that Seller will not comply with
the provisions of any bulk transfer laws of any jurisdiction in
connection with the transaction contemplated by this
Agreement.

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[Signature Page To
Follow]


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IN WITNESS WHEREOF, this Agreement has
been executed by or on behalf of each of the parties as of the
Effective
Date.





							
	SELLER:		PURCHASER:
	T-NT
BUS SERVICE, INC.		FIRST STUDENT,
INC.
	










															
	By:		/s/
Domenic Gatto		By:		/s/ Gary
Waits
	Name:		Domenic
Gatto		Name:		Gary
Waits
	Title:		President		Title:		CFO
	SHAREHOLDER:		 		 
	ATLANTIC
EXPRESS
TRANSPORTATIONCORPORATION		 
	By:		/s/
Domenic Gatto		 		 
	Name:		Domenic
Gatto		 		 
	Title:		President		 		 
	






24