Exhibit
10.2

       

      NEW
YORK CITY TRANSIT AUTHORITY

      CONTRACT
MODIFICATION/CHANGE ORDER

       

      
        
          	
                  Contract
      Number:

                	
                  00D7815B

                	
                  Modification/Change
      Order No.:

                	
                  09

                
	 
      	 
      	 
      	 
      
	
                  Purchase
      Order #:

                	
                  A1235.09

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Contract
      Title:

                	
                  Access-A-Ride
      Paratransit Transportation Service

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Contractor:

                	
                  Atlantic
      Paratrans of NYC, Inc.

                	 
      	 
      


        

      

       

      This
Modification/Change Order, when properly executed, constitutes authorization to
proceed with the changes described below and changes the amount of the contract
as noted.

       

      DESCRIPTION OF
CHANGE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    A.

                                  	
                                    Original
      Contract Amount:

                                  	 	$	190,460,786.00	 
	
                                    B.

                                  	
                                    Previous
      Change Amount (Estimated):

                                  	 	 	 	 
	 
      	
                                    Modification
      1

                                  	 	$	0.00	 
	 
      	
                                    Modification
      2

                                  	 	$	0.00	 
	 
      	
                                    Modification
      3

                                  	 	$	0.00	 
	 
      	
                                    Modification
      4

                                  	 <	$	11,873,400.00	> 
	 
      	
                                    Modification
      5

                                  	 	$	144,272.50	 
	 
      	
                                    Modification
      6

                                  	 	$	516,054.31	 
	 
      	
                                    Modification
      7

                                  	 <	$	4,210,388.00	> 
	 
      	
                                    Modification
      8

                                  	 	$	99,847,081.00	 
	 
      	
                                    Total
      of Contract Modifications:

                                  	 	$	84,423,619.81	 
	
                                    C.

                                  	
                                    Contract
      Amount Subtotal:

                                  	 	$	274,884,405.81	 
	
                                    D.

                                  	
                                    This
      Change Amount (Estimated):

                                  	 	 	 	 
	 
      	
                                    Modification
      9

                                  	 	$	0.00	 
	
                                    E.

                                  	
                                    New
      Contract Amount (A+B+D):

                                  	 	$	274,884,405.81	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      WHEREAS, the Contractor,
Atlantic Paratrans of NYC, Inc., under the terms of Agreement 00D7815B, dated
October 4, 2001, as modified by Modification Agreement 00D7815.001, dated
January 11, 2002, as modified by Modification Agreement 00D7815B.002, dated May
10, 2002, as modified by Modification Agreement 00D7815B003 dated June 18, 2002,
as modified by Modification Agreement 00D7815B.004 dated December 22, 2002, as
modified by Modification Agreement 00D7815B.OO5 dated March 31, 2003, as
modified by Modification Agreement 00D7815B.006 dated September 3, 2004, as
modified by Modification Agreement 00D78I5B.007 dated December 6, 2004 and as
modified by Modification Agreement 00D7815.008 dated November 16, 2006
(hereinafter the "Contract" or the "Agreement"), has contracted to provide
Access-A-Ride Paratransit Transportation Service; and,

       

      WHEREAS, due to the
extraordinary budgetary circumstances now being confronted by the Authority, the
Authority has requested and the Contractor has agreed to extend the term of its
existing Contract for an additional five months (January 1, 2009 through May 31,
2009) at the current applicable rates, forgoing any price
adjustment.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      NOW, THEREFORE, the parties
agree to modify the Contract as follows:

       

      
        	
                 
      

              	
                1.

              	
                The
      execution of this Modification Agreement shall not operate as a
      modification, waiver, or rescission of any provision of the Contract, or
      as a waiver of any rights under any Article of said Contract, except as
      expressly provided herein.

              


      

       

      
        	
                 
      

              	
                2.

              	
                The
      Contractor shall continue with all Work under this Contract from January
      l, 2009 through May 31, 2009 at the current applicable rates, foregoing
      the CPI price adjustments otherwise contemplated by Article 108.Bl.b of
      the Contract.

              


      

       

      
        	
                 
      

              	
                3.

              	
                All
      terms, covenants and conditions of the Contract, as
      changed/modified/supplemented to date, remain in full force and effect
      during the extension period.

              


      

       

      *****

       

      
        
          
            	
                    Contractor:

                  	
                    Atlantic
      Paratrans of NYC, Inc.

                     

                  	
                    New
      York City Transit Authority

                  
	
                    Signature:

                  	
                    /s/
      Nathan Schlenker

                     

                  	
                    Signature:

                  	
                    /s/
      Ira Tillman

                  
	
                    Name:

                  	
                    Nathan
      Schlenker

                     

                  	
                    Name:

                  	
                    Ira
      Tillman

                  
	
                    Title:

                  	
                    Chief
      Financial Off.

                  	
                    Title:

                  	
                    Senior
      Director

                     

                  
	
                    Date:

                  	
                    12-18-08

                  	
                    Date:

                  	
                    12/19/08

                  


          

        

      

       

      CONTRACTOR: PLEASE
RETURN EXECUTED COPIES TO:

       

      New
York City Transit Authority

      2
Broadway, 19th Floor,
Room B19.113, New York, NY 10004

      Attn:
Linda Hanson, Procurement Specialist, 646-252-6062