[Exhibit 4.1]

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT
BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME
EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT
THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION
WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY
APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY
WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT.

                   WARRANT TO PURCHASE COMMON STOCK

                                 OF

                      AMERICAN BUSING CORPORATION

                                                        January 20, 2004

     This is to Certify that, FOR VALUE RECEIVED, __________________, a
____________ limited liability company, or assigns ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from
American Busing Corporation, a Nevada corporation (the "Company"), One
Million (1,000,000) paid, validly issued and non-assessable shares of
common stock, $0.001 par value, of the Company ("Common Stock") at an
initial exercise price of $1.00 per share at any time or from time to
time during the period from January 20, 2005 until January 19, 2010 (the
"Exercise Period"), subject to adjustment as set forth herein. The number
of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for each share of Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the
exercise price of a share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." This Warrant was issued by the Company to the Holder
pursuant to the terms of a Financial Advisory Agreement dated as of
January 20, 2004 by and between __________________ and the Company.

     A.   EXERCISE OF WARRANT.
          -------------------

          (1)    This Warrant may be exercised in whole or in part at any
time or from time to time during the Exercise Period; provided, however,
that (i) if either such day is a day on which banking institutions in the
State of New York are authorized by law to close, then on the next
succeeding day which shall not be such a day, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the
Company as an entirety, resulting in any distribution to the Company's


<PAGE>


stockholders, prior to January 20, 2005, the Holder shall have the right
to exercise this Warrant commencing at such time through January 19, 2010
into the kind and amount of shares of stock and other securities and
property (including cash) receivable by a holder of the number of shares
of Common Stock into which this Warrant might have been exercisable
immediately prior thereto. This Warrant may be exercised by presentation
and surrender hereof to the Company, at its principal office, with the
Purchase Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in such
form. As soon as practicable after each such exercise of the Warrant, but
not later than seven (7) days following the receipt of good and available
funds, the Company, or its stock transfer agent, shall issue and deliver
to the Holder a certificate or certificate for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable thereunder. Upon
receipt by the Company of this Warrant at its office in proper form for
exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not then be
physically delivered to the Holder.

          (2)    This Warrant is not cancellable.

     B.   RESERVATION OF SHARES. The Company shall at all times reserve
          ---------------------
for issuance and/or delivery upon exercise of this Warrant such number of
shares of its Common Stock as shall be required for issuance and delivery
upon exercise of this Warrant.

     C.   FRACTIONAL SHARES. No fractional shares or script representing
          -----------------
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof,
the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of a share, determined as
follows:

          (1)    If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or
listed for trading on the Nasdaq National Market, the current market
value shall be the last reported sale price of the Common Stock on such
exchange or market on the last business day prior to the date of exercise
of this Warrant or if no such sale is made on such day, the average of
the closing bid and asked prices for such day on such exchange or market;
or

          (2)    If the Common Stock is not so listed or admitted to
unlisted trading privileges, but is traded on the Nasdaq SmallCap Market,
the current market value shall be the average of the closing bid and
asked prices for such day on such market and if the Common Stock is not
so traded, the current market value shall be the mean of the last
reported bid and asked prices reported by the NASD Electronic Bulletin
Board on the last business day prior to the date of the exercise of this
Warrant; or

          (3)    If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported,
the current market value shall be an amount, not less than book value


                             -2-

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thereof as at the end of the most recent fiscal year of the Company
ending prior to the date of the exercise of the Warrant, determined in
such reasonable manner as may be prescribed by the Board of Directors of
the Company.

     D.   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
          -------------------------------------------------
Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or at the office of
its stock transfer agent, if any, for other warrants of different
denominations entitling the holder thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable hereunder. Upon
surrender of this Warrant to the Company at its principal office or at
the office of its stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer
tax, and provided such transfer complies with applicable securities laws
for which the Company may, in its reasonable discretion, require the
Holder to obtain a legal opinion from reasonably acceptable legal
counsel, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee(s) named in such instrument of
assignment and this Warrant shall promptly be cancelled. This Warrant may
be divided or combined with other warrants which carry the same rights
upon presentation hereof at the principal office of the Company or at the
office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be divided or
exchanged. Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of like
tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the
Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     E.   RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
          --------------------
be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in
the Warrant and are not enforceable against the Company except to the
extent set forth herein.

     F.   ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any
          ------------------------
time and the number and kind of securities purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the
happening of certain events as follows:

          (1)    In case the Company shall hereafter (i) declare a
dividend or make a distribution on its outstanding shares of Common Stock
in shares of Common Stock or other securities which are convertible into
Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect at the time of the record date
for such dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that it
shall equal the price determined by multiplying the Exercise Price by a
fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the



                             -3-

<PAGE>


numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such action. Such adjustment shall be
made successively whenever any event listed above shall occur.

          (2)    Whenever the Exercise Price payable upon exercise of
each Warrant is adjusted pursuant to Subsection (1) above, the number
of Shares purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially issuable upon
exercise of this Warrant by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise Price, as
adjusted.

          (3)    No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least
one cent ($0.01) in such price; provided, however, that any adjustments
which by reason of this Subsection (3) are not required to be made shall
be carried forward and taken into account in any subsequent adjustment
required to be made hereunder. All calculations under this Section F
shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

          (4)    Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly but no later than ten (10) days
after any request for such an adjustment by the Holder, cause a notice
setting forth the adjusted Exercise Price and adjusted number of Shares
issuable upon exercise of this Warrant, and, if requested, information
describing the transactions giving rise to such adjustments, to be mailed
to the Holder at their last addresses appearing in the Warrant Register,
and shall cause a certified copy thereof to be mailed to its transfer
agent, if any.

          (5)    In the event that at any time, as a result of an
adjustment made pursuant to Subsection (1) above, the Holder of this
Warrant thereafter shall become entitled to receive any shares of the
Company, other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in Subsections (1) to (3), inclusive above.

          (6)    Irrespective of any adjustments in the Exercise Price
or the number or kind of shares purchasable upon exercise of this
Warrant, Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in
the similar Warrants initially issuable pursuant to this Agreement.

     G.   OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
          ---------------------
adjusted as required by the provisions of the foregoing section, the
Company shall forthwith file in the custody of its Secretary or an
Assistant Secretary at its principal office and with its stock transfer
agent, if any, an officer's certificate showing the adjusted Exercise
Price determined as herein provided, setting forth in reasonable detail
the facts requiring such adjustment, including a statement of the number
of additional shares of Common Stock, if any, and such other facts as
shall be necessary to show the reason for and the manner of computing
such adjustment. Each such officer's certificate shall be made available
at all reasonable times for inspection by the Holder or any Holder of a
Warrant executed and delivered pursuant to Section G and the Company
shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.



                             -4-

<PAGE>


     H.   NOTICES TO HOLDER. So long as this Warrant shall be
          -----------------
outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if the Company shall offer to
the holders of Common Stock for subscription or purchase by them any
share of any class or any other rights or (iii) if any capital
reorganization of the Company, reclassification of the capital stock of
the Company, consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially all of the
property and assets of the Company to another corporation, or voluntary
or involuntary dissolution, liquidation or winding up of the Company
shall be effected, then in any such case, the Company shall cause to be
mailed by certified mail to the Holder, at least fifteen (15) days prior
the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such
dividend, distribution or rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be
fixed, as of which the holders of Common Stock or other securities shall
receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution,
liquidation or winding up.

     I.   RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
          ------------------------------------------
reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of the Company with or into another corporation (other than a
merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of
the class issuable upon exercise of this Warrant) or in case of any sale,
lease or conveyance to another corporation of the property of the Company
as an entirety, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder
shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of this Warrant, to purchase the kind and amount
of shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common
Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance. Any such provision shall include provision
for adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Warrant. The foregoing provisions
of this Section I shall similarly apply to successive reclassifications,
capital reorganizations and changes of shares of Common Stock and to
successive consolidations, mergers, sales or conveyances. In the event
that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional
shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an
issue of Common Stock covered by the provisions of Subsection (1) of
Section F hereof.



                             -5-

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     J.   REGISTRATION RIGHTS.
          -------------------

          (1)    If the Company shall at any time or from time to time
following the date hereof, determine to proceed with the preparation and
filing of a registration statement under the Securities Act of 1933, as
amended (the "Act") in connection with the proposed offer and sale of any
of its securities by it or any of its security holders (other than a
registration statement on Form S-4, Form S-8 or other limited purpose
form), then each time the Company prepares such a registration statement
the Company will give written notice of its determination no later than
twenty (20) days prior to the date of the initial filing of such
registration statement to the Holder(s). Upon the written request from
the Holder(s), the Company will cause all Warrant Shares to be included
in such registration statement, all to the extent requisite to permit the
sale or other disposition by the prospective seller or sellers of the
Warrant Shares to be so registered; provided that nothing herein shall
prevent the Company from, at any time, abandoning or delaying any
registration. If any registration pursuant to this Section J(1) shall be
underwritten in whole or in part, the Company may require that the
Warrant Shares requested for inclusion by the Holders be included in the
underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters.

          (2)    In the event that any registration described in Section
J(1) hereof shall be an underwritten offering, and the managing
underwriter for such registration advises the Company in writing that, in
its opinion, the number of securities of the Company (including without
limitation, the Warrant Shares requested to be included in such
registration by the Holders thereof (the "Registrable Securities ))
exceeds the number of securities of the Company (the "Sale Number") which
can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company will include (a) first, all
securities of the Company that the Company proposes to register for its
own account, and (b) second, to the extent that the number of securities
of the Company to be included by the Company is less than the Sale
Number, a number of the Registrable Securities equal to the number
derived by multiplying (i) the difference between the Sale Number and the
securities proposed to be sold by the Company, and (ii) a fraction the
numerator of which is the number of Registrable Securities originally
requested to be registered by the Holders, and the denominator of which
shall be the aggregate number of all securities requested to be
registered by all holders of the Company's securities (other than
securities being registered by the Company itself); provided, however,
that notwithstanding anything to the contrary provided herein or
elsewhere, in connection with any underwritten offering, the number of
Registrable Securities included in any such registration and offering
shall not be reduced below an amount equal to twenty-five (25%) percent
of the total shares of capital stock included in such registration.

          (3)    The Company will, until such time as the Warrant Shares
may be sold under Rule 144(k) of the Act without volume limitation:

                 (a)    prepare and file with the SEC such amendments to
such registration statement and supplements to the prospectus contained
therein as may be necessary to keep such registration statement
effective;

                 (b)    furnish to the Holder(s) participating in such
registration and to the underwriters of the securities being registered,
if any, such reasonable number of copies of the registration statement,



                             -6-

<PAGE>


preliminary prospectus, final prospectus and such other documents as
such underwriters may reasonably request in order to facilitate the
public offering of such securities;

                 (c)    use its best efforts to register or qualify the
securities covered by such registration statement under such state
securities or blue sky laws of such jurisdictions as the Holder(s) may
reasonably request in writing within twenty (20) days following the
original filing of such registration statement, except that the Company
shall not for any purpose be required to execute a general consent to
service of process or to qualify to do business as a foreign corporation
in any jurisdiction wherein it is not so qualified or subject itself to
taxation in any such jurisdiction;

                 (d)    notify the Holder(s), promptly after it shall
receive notice thereof, of the time when such registration statement has
become effective or a supplement to any prospectus forming a part of such
registration statement has been filed;

                 (e)    notify the Holder(s) promptly of any request by
the SEC for the amending or supplementing of such registration statement
or prospectus or for additional information;

                 (f)    prepare and file with the SEC, promptly upon the
request of any Holder, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for such Holder
(and concurred in by counsel for the Company), is required under the Act
or the rules and regulations thereunder in connection with the
distribution of Common Stock by such Holder;

                 (g)    prepare and promptly file with the SEC and
promptly notify such Holder of the filing of such amendment or
supplement to such registration statement or prospectus as may be
necessary to correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be delivered under
the Act, any event shall have occurred as the result of which any such
prospectus or any other prospectus as then in effect would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and

                 (h)    advise the Holder, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop
order by the SEC suspending the effectiveness of such registration
statement or the initiation or threatening of any proceeding for that
purpose and promptly use its best efforts to prevent the issuance of
any stop order or to obtain its withdrawal if such stop order should be
issued.

     (4)     The Company may require the Holder to furnish to the
Company such information regarding the distribution of such Warrant
Shares as the Company may from time to time reasonably request in
writing.

     (5)     All fees, costs and expenses of and incidental to such
registration, inclusion and public offering in connection therewith shall
be borne by the Company, provided, however, that the Holder shall bear
its pro rata share of the underwriting discount and commissions and
transfer taxes. The fees, costs and expenses of registration to be borne
by the Company as provided above shall include, without limitation, all



                             -7-

<PAGE>

registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal
fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the securities
to be offered are to be registered and qualified (except as provided
above). Fees and disbursements of counsel and accountants for the Holder
and any other expenses incurred by the Holder not expressly included
above shall be borne by the Holder.

     (6)    The Company will indemnify and hold harmless each Holder
of Warrant Shares which are included in a registration statement pursuant
to the provisions of Section J(1) hereof, its directors and officers, and
any underwriter (as defined in the Act) for such Holder and each person,
if any, who controls such Holder or such underwriter within the meaning
of the Act, from and against, and will reimburse such Holder and each
such underwriter and controlling person with respect to, any and all
loss, damage, liability, cost and expense to which such Holder or any
such underwriter or controlling person may become subject under the Act
or otherwise, insofar as such losses, damages, liabilities, costs or
expenses are caused by any untrue statement or alleged untrue statement
of any material fact contained in such registration statement, any
prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, damage,
liability, cost or expenses arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Holder, such
underwriter or such controlling person in writing specifically for use in
the preparation thereof.

    (7)   Each Holder of Warrant Shares included in a registration
pursuant to the provisions of Section J(1) hereof will indemnify and hold
harmless the Company, its directors and officers, any controlling person
and any underwriter from and against, and will reimburse the Company, its
directors and officers, any controlling person and any underwriter with
respect to, any and all loss, damage, liability, cost or expense to which
the Company or any controlling person and/or any underwriter may become
subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or
alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was so made in reliance
upon and in strict conformity with written information furnished by or on
behalf of such Holder specifically for use in the preparation thereof.

    (8)   Promptly after receipt by an indemnified party pursuant
to the provisions of Sections J(5) or (6) of notice of the commencement
of any action involving the subject matter of the foregoing indemnity
provisions such indemnified party will, if a claim thereof is to be made
against the indemnifying party pursuant to the provisions of said
Sections J(5) or (6), promptly notify the indemnifying party of the
commencement thereof; but the omission to so notify the indemnifying
party will not relieve it from any liability which it may have to any
indemnified party otherwise than hereunder. In case such action is



                             -8-

<PAGE>


brought against any indemnified party and it notifies the indemnifying
party of the commencement thereof, the indemnifying party shall have the
right to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party,
provided, however, if counsel for the indemnifying party concludes that a
single counsel cannot under applicable legal and ethical considerations,
represent both the indemnifying party and the indemnified party, the
indemnified party or parties have the right to select separate counsel to
participate in the defense of such action on behalf of such indemnified
party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant
to the provisions of said Sections J(5) or (6) for any legal or other
expense subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation,
unless (i) the indemnified party shall have employed counsel in
accordance with the provisions of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable
time after the notice of the commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.

     K.   JURISDICTION; ETC. This Warrant shall be governed by and
          ------------------
construed in accordance exclusively with the internal laws of the State
of New York without regard to the conflicts of laws principles thereof.
The Company hereby agrees that any suit or proceeding arising directly
and/or indirectly pursuant to or under this Warrant or the consummation
of the transactions contemplated hereby, shall be brought solely in a
federal or state court located in the City, County and State of New York.
by its execution hereof, the Company hereby covenants and irrevocably
submits to the in personam jurisdiction of the federal and state courts
located in the City, County and State of New York and agrees that any
process in any such action may be served upon it personally, or by
certified mail or registered mail upon its agent, return receipt
requested, with the same full force and effect as if personally served
upon it in New York City. The Company waives any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding
and any defense or lack of in personam jurisdiction with respect thereto.
In the event of any such action or proceeding, the party prevailing
therein shall be entitled to payment from the other party hereto of its
reasonable counsel fees and disbursements in an amount judicially
determined.

                                    AMERICAN BUSING CORPORATION


                                    By:   /s/ Gregory A. Haehn
                                       --------------------------------
                                       Name:  Gregory A. Haehn
                                       Title:    President





                             -9-

<PAGE>


                         PURCHASE FORM
                         -------------


The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing ____ shares of Common Stock and
hereby makes payment of ______________ in payment of the actual
exercise price thereof.



            INSTRUCTIONS FOR REGISTRATION OF STOCK
            --------------------------------------


Name:________________________________________________________________
                         (Please print)

Signature:___________________________________________________________


Address:_____________________________________________________________











<PAGE>


                        ASSIGNMENT FORM
                        ---------------

FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto


Name:________________________________________________________________
                         (Please print)

Signature:___________________________________________________________


Address:_____________________________________________________________



The right to purchase Common Stock represented by this Warrant to
the extent of ________ shares as to which such right is exercisable and
does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the same on the books of the Company with full
power of substitution in the premises.


Dated:_______________                    ______________________________
                                         Signature
















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