`BOARD OF EDUCATION OF THE CITY OF NEW YORK

   EXTENSION AND ELEVENTH AMENDMENT OF CONTRACT FOR TRANSPORTATION OF GENERAL
    EDUCATION PUPILS TO PUBLIC AND NONPUBLIC SCHOOLS IN THE CITY OF NEW YORK

                                TABLE OF CONTENTS

PREAMBLE.......................................................................1

(A)   TERM OF EXTENSION AND ELEVENTH AMENDMENT AGREEMENT.......................4

(B)   PAYMENT DURING EXTENSION PERIOD..........................................4

(C)   AMENDMENTS TO INSURANCE PROVISIONS......................................14

(D)   EMPLOYEE PROTECTION PROVISIONS..........................................16

(E)   VINTAGE AND AIR-CONDITIONING REQUIREMENTS...............................20

(F)   MISCELLANEOUS VEHICLE, OPERATIONAL AND FINANCIAL AMENDMENTS.............25

(G)   GENERAL MISCELLANEOUS AMENDMENTS........................................29

EXECUTORY SIGNATURES..........................................................35


                                      - i -



                   BOARD OF EDUCATION OF THE CITY OF NEW YORK

   EXTENSION AND ELEVENTH AMENDMENT OF CONTRACT FOR TRANSPORTATION OF GENERAL
    EDUCATION PUPILS TO PUBLIC AND NONPUBLIC SCHOOLS IN THE CITY OF NEW YORK

EXTENSION AND ELEVENTH AMENDMENT AGREEMENT made and entered into on the date
expressed at the end hereof by and between the BOARD OF EDUCATION OF THE CITY
SCHOOL DISTRICT OF THE CITY OF NEW YORK (hereinafter expressed as "Board of
Education," "Board" or "BOE"),(1) with principal headquarters located at the
Tweed Courthouse, 52 Chambers Street New York, New York 10007-1222, and the
Contractor whose name, address and authorized signature appear at the end of
this document (hereinafter expressed as "Contractor").

                               W I T N E S S E T H

WHEREAS, in 1979 the BOE publicly solicited competitive bids for the
transportation of general education pupils in public and nonpublic schools under
Contract Serial Nos. 0065, 0075 and 8107;(2) and,

WHEREAS, the Contractor tendered a bid(s) under one or more aforementioned
contract serial numbers and was duly awarded a contract(s) including certain
Employee Protection Provisions (1st Amendment) for the transportation of regular
education pupils attending public and nonpublic schools; and,

WHEREAS, the original terms of all contracts under Serial Nos. 0065, 0075, and
8107 would have expired on June 30, 1983 unless extended; and, Education Law
ss.305, Subdivision (14)(a)-(a-1) authorizes extensions and provides a method
for annual payment increases linked to defined regional Consumer Price Index
(hereinafter expressed as "CPI"); and,

WHEREAS, in 1983 the BOE and various contractors agreed to amend (2nd Amendment)
and extend contracts under Serial Nos. 0065, 0075 and 8107 through June 30,
1986; and,

WHEREAS, in 1986 the BOE and various contractors agreed to amend (3rd Amendment
erroneously labeled as 2nd Amendment) and extend further all contracts under
Serial Nos. 0065, 0075 and 8107 through June 30, 1989; and, the BOE and the
affected contractors amended the said 1986 Extension and Amendment Agreement
further on June 24, 1986 (originally unnumbered 4th Amendment); and,

WHEREAS, in 1986 the BOE publicly solicited competitive bids for transportation
of general education pupils in public and nonpublic schools under Contract
Serial No. 9888 that included certain Employee Protection Provisions;(3) and,

______________________________

(1) The terms "New York City Department of Education," "Department," "NYCDOE"
and "DOE," wherever they appear in this Extension and Eleventh Amendment
Agreement, are "doing-business-as" or "dba" names of the Board of Education of
the City School District of the City of New York.

(2) By their original specifications, all contracts under Serial Nos. 0065, 0075
and 8107 provide for ten-month pupil transportation service from September
through June of each school or extension year.

(3) By their original specifications, all contracts under Serial No. 9888
provide for ten-month pupil transportation service from September through June
of each school or extension year.


                                       -1-



EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 2-

WHEREAS, in 1989 the BOE and various contractors agreed to amend (5th Amendment
erroneously labeled as the 3rd Amendment) and extend further all contracts under
Serial Nos. 0065, 0075 and 8107 through June 30, 1992; and,

WHEREAS, the original terms of all contracts under Serial No. 9888 would have
expired in June 30, 1991, unless extended; and, Education Law ss.305,
Subdivision (14)(a)-(a-1) allows extensions and provide a method for annual
payment increases linked to defined regional CPI; and,

WHEREAS, in 1991, the BOE and various contractors agreed for the first time to
amend and extend all contracts under Serial No. 9888 through June 30, 1994 (1st
Amendment); and,

WHEREAS, in 1992 the BOE and various contractors agreed to amend (6th amendment
erroneously labeled as the 4th amendment) and extend further all contracts under
Serial Nos. 0065, 0075 and 8107 through June 30, 1995; and,

WHEREAS, in 1994 the BOE and various contractors agreed to amend and extend
further all contracts under Serial No. 9888 (2nd amendment) through June 30,
1997; and,

WHEREAS, in 1995 the BOE publicly solicited competitive bids for transportation
of general education pupils in public and nonpublic schools under Contract
Serial No. 7263 that included certain Employee Protection Provisions;(4) and,

WHEREAS, in 1995 the City of New York, the BOE, various contractors, and
delegates of the Amalgamated Transit Union, Local Division 1181-1061, the
Transit Workers Union, Local 100, and various other labor organizations
representing school bus workers entered into negotiations to deal with
increasing costs of school bus service in the face of markedly diminished City
and school district financial resources; and, the City of New York, the BOE,
various contractors, and the labor organizations reached an accord that averted
possible school bus service interruptions and produced significant prospective
cost savings for the City and the BOE; and,

WHEREAS, as a result of the said accord among the City, the BOE, various
contractors, and the labor organizations in 1995, the BOE and various
contractors agreed thereupon to amend and/or extend further all contracts under
Serial Nos. 0065, 0075, 8107 (7th Amendment erroneously labeled 6th Amendment),
9888 (3rd amendment), by which such contracts were extended until June 30,
2000;(5) and,

______________________________

(4) By their original specifications, all contracts under Serial No. 7263
provide for twelve-month pupil transportation service from July through June of
each school or extension year as compared with other serial numbers covered by
this Extension and Eleventh Amendment Agreement that provide for ten-month pupil
transportation service from September through June of each school or extension
year.

(5) While contracts under Serial No. 7263 were amended in 1995, they were not
extended at that time, because the BOE made the determination to allow such
contracts to run their original three (3) year terms. The 1995 amendment to
contracts under Serial No. 7263 remains unnumbered.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 3-

WHEREAS, in 1996, the BOE and various contractors including the Contractor
mutually determined that changes had occurred in the banking, financial services
and insurance markets affecting the availability and affordability of
performance bonds, letters of credit and other forms of performance security;
and, the BOE and various contractors including the Contractor entered into a
Supplemental Eighth Amendment of Contract for General Education Pupil
Transportation Services thereby modifying and revising performance security
provisions of Contract Serial Nos. 0065, 0075, 8107 (erroneously labeled 7th
Amendment), and 9888 (4th Amendment) for the rest of the extension period until
June 30, 2000;(6) and,

WHEREAS, the original terms of all contracts under Serial No. 7263 would have
expired in June 30, 1998, unless extended; and, Education Law ss.305,
Subdivision (14)(a)-(a-1) allows extensions and provide a method for annual
payment increases linked to defined regional CPI; and,

WHEREAS, in 1998, the BOE and various contractors agreed for the first time to
amend and extend all contracts under Serial No.7263 through June 30, 2000 (1st
Amendment); and,

WHEREAS, in 2000 the BOE and various contractors agreed to amend and extend
further all contracts under Serial Nos. 0065, 0075 and 8107 (9th Amendment),
9888 (5th Amendment), and 7263 (2nd Amendment) through June 30, 2005; and,

WHEREAS, effective as of Mach 31, 2003, the BOE and the contractors further
supplemented and amended all contracts under Serial Nos. 0065, 0075 and 8107
(10th Amendment), 9888 (6th Amendment), and 7263 (3rd Amendment) to create
BOE-sponsored, centralized purchasing programs for automobile liability
insurance and vehicle fuels and to reduce other contract cost factors; and,

WHEREAS, the BOE has determined that all contracts under Serial Nos. 0065, 0075,
8107 (11th Amendment, 7263 (4th Amendment), and 9888 (7th Amendment) should be
still further amended and extended, and the Contractor does hereby so agree,
acknowledge and stipulate; and,

WHEREAS, in accordance with the BOE contract authorization process, the BOE
Office of Pupil Transportation (hereinafter expressed as "OPT") submitted an
official request for authorization (hereinafter expressed as "RA") to the BOE
Office of the Chancellor; and, Chancellor Joel I. Klein approved the said RA on
      , 2005, thus authorizing OPT to enter into further amendment and extension
of contracts under Serial Nos. 0065, 0075, 7263, 8107 and 9888 (hereinafter
expressed collectively as "Contract") until a termination date not later than
June 30, 2010, unless further extended; and,

WHEREAS, the parties mutually desire to make this agreement for the further
amendment and further extension of the Contract as heretofore amended and
extended (hereinafter expressed as "Extension and Eleventh Amendment
Agreement");

______________________________

(6) Contracts under Serial No. 7263 were not included in this Supplemental
Amendment Agreement, because the performance security provisions of such
contracts had been updated to reflect changed circumstances.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 4-

NOW, THEREFORE, in consideration of the heretofore-recited stipulations and the
hereinafter-expressed terms, conditions and specifications, the BOE and the
Contractor, as the parties to this Extension and Eleventh Amendment Agreement,
do hereby stipulate and agree both as above and as follows:

(A)     TERM OF EXTENSION AND ELEVENTH AMENDMENT AGREEMENT.

        All references to the termination of the Contract, by whatever
terminology, shall be deemed hereafter to read "June 30, 2010, unless further
extended."

(B)     PAYMENT DURING EXTENSION PERIOD.

        ARTICLE V-A entitled, "PAYMENT DURING PERIOD OF EXTENSION," of contracts
under Serial Nos. 0065, 0075 and 8107, ARTICLE 29(D) of contracts under Serial
No. 9888, and ARTICLE 28(C) of contracts under Serial No. 7263 are hereby
further amended to read as follows for the term of this Extension and Eleventh
Amendment Agreement:

        "(1)    Any provisions of ARTICLES V, 28 or 29 (as applicable) to the
        contrary notwithstanding, the daily rate(s) per vehicle during this
        Extension Period shall be deemed to be adjusted each year according to
        the following formulae subject to the Office of Pupil Transportation
        (hereinafter expressed as 'OPT') Director's approval of all or any
        portion(s) of the Contractor's claims in the below-described annual Cost
        Justification Financial Statements:

                "(A)    During the Extension Year of July 1, 2005 through
                June 30, 2006, the Contractor's daily rate(s) per vehicle in
                effect for the Extension Year of July 1, 2004 through June 30,
                2005 in accordance with the schedule of rates annexed hereto and
                made a part hereof as 'Attachment A,' shall be increased by
                five-and-sixty-sixths-hundredths percent (5.66%), (hereinafter
                expressed as 'Fixed Percentage Increase')(7) and such increased
                rate shall be further increased by an amount not to exceed
                whichever of the following represents the least amount of actual
                increase: (I) the same percentage by which the Consumer Price
                Index (hereinafter expressed as 'CPI') as of May 2005 shall have
                increased over the CPI as of May 2004; or, (II) the amount in
                dollars expressed as a percentage by which the Contractor's
                actual Total Allowable Costs during the Extension Year from July
                1, 2004 through June 30, 2005 shall have increased over each
                Contractor's actual Total Allowable Costs during the Extension
                Year of July 1, 2003 through June 30, 2004, PLUS any previously
                'Unabsorbed Percentage Cost Increases' for Extension Years
                2000-2001 through 2004-2005 to the extent such Unabsorbed
                Percentage Cost Increases shall not have been

______________________________

(7) For contracts under Serial No. 7263 ONLY, the Fixed Percentage Increase for
Extension Year 2005-2006 shall be three-and-seventy-four-hundredths-percent
percent (3.74%). The Fixed Percentage Increase for the 2005-2006 Extension Year
of five-and-sixty-six-hundredths percent (5.66%) for contracts under Serial Nos.
0065, 0075, 8108 and 9888 and three-and-seventy-four-hundredths-percent percent
(3.74%) for contracts under Serial No. 7263 shall not be subject to any
requirement of equivalent cost increase justification. Cf. PARAGRAPH 5(A) and
ARTICLE XIX, PARAGRAPH (B)(2)(A)(I), infra, as well as NOTES 11 and 13, infra.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 5-

                applied to prior extension year increases. The term 'Unabsorbed
                Percentage Cost Increases' means the portion of the Contractor's
                percentage increase in actual Total Allowable Costs (applicable
                to the calculation of a rate increase for a particular Extension
                Year), which exceeded the applicable CPI percentage increase for
                such Extension Year. By way of example, for Extension Year
                2003-2004 a contractor was entitled to a maximum increase of its
                daily rate per vehicle equal to the lesser of (A) the percentage
                increase of the CPI in May 2003 over the CPI in May 2002; and,
                (B) the percentage increase of the Contractors actual Total
                Allowable Costs for Extension Year 2002-2003 over the
                Contractor's actual Total Allowable Costs for Extension Year
                2001-2002. If such CPI increase were four percent (4%) and such
                Contractor's actual cost increase were six percent (6%), the
                Contractor would have received a rate increase of four percent
                (4%), and would have an Unabsorbed Percentage Cost Increase of
                two percent (2%).

                "(B)    During the Extension Year of July 1, 2006 through
                June 30, 2007, the Contractor's daily rate(s) per vehicle shall
                be augmented by an amount not to exceed whichever of the
                following represents the least amount of actual increase: (I)
                the same percentage by which the CPI as of May 2006 shall have
                increased over the CPI as of May 2005; or, (II) the amount in
                dollars expressed as a percentage by which the Contractor's
                actual Total Allowable Costs during the Extension Year of July
                1, 2005 through June 30, 2006 shall have increased over the
                Contractor's actual Total Allowable Costs during the Extension
                Year of July 1, 2004 through June 30, 2005, PLUS any previously
                Unabsorbed Percentage Cost Increases from Extension Year
                2000-2001 through 2005-2006 to the extent such Unabsorbed
                Percentage Cost Increases shall not have been applied to prior
                extension year increases.

                "(C)    During the Extension Year of July 1, 2007 through
                June 30, 2008, the Contractor's daily rate(s) per vehicle shall
                be augmented by an amount not to exceed whichever of the
                following represents the least amount of actual increase: (I)
                the same percentage by which the CPI as of May 2007 shall have
                increased over the CPI as of May 2006; or, (II) the amount in
                dollars expressed as a percentage by which the Contractor's
                actual Total Allowable Costs during the Extension Year of July
                1, 2006 through June 30, 2007 shall have increased over each
                Contractor's actual Total Allowable Costs during the Extension
                Year of July 1, 2005 through June 30, 2006, PLUS any previously
                Unabsorbed Percentage Cost Increases from Extension Year
                2000-2001 through 2006-2007 to the extent such Unabsorbed
                Percentage Cost Increases shall not have been applied to prior
                extension year increases.

                "(D)    During the Extension Year of July 1, 2008 through
                June 30, 2009, the Contractor's daily rate(s) per vehicle shall
                be augmented by an amount not to exceed whichever of the
                following represents the least amount of actual increase: (I)
                the same percentage by which the CPI as of May 2008 shall have
                increased over the CPI as of May 2007; or, (II)




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 6-

                the amount in dollars expressed as a percentage by which the
                Contractor's actual Total Allowable Costs during the Extension
                Year of July 1, 2007 through June 30, 2008 shall have increased
                over the Contractor's actual Total Allowable Costs during the
                Extension Year of July 1, 2006 through June 30, 2007, PLUS any
                previously Unabsorbed Percentage Cost Increases from Extension
                Year 2000-01 through 2007-2008 to the extent such Unabsorbed
                Percentage Cost Increases shall not have been applied to prior
                extension year increases.

                "(E)    During the Extension Year of July 1, 2009 through
                June 30, 2010, the Contractor's daily rate(s) per vehicle shall
                be augmented by an amount not to exceed whichever of the
                following represents the least amount of actual increase: (I)
                the same percentage by which the CPI as of May 2009 shall have
                increased over the CPI as of May 2008; or, (II) the amount in
                dollars expressed as a percentage by which the Contractor's
                actual Total Allowable Costs during the Extension Year of July
                1, 2008 through June 30, 2009 shall have increased over the
                Contractor's actual Total Allowable Costs during the Extension
                Year of July 1, 2007 through June 30, 2008, PLUS any previously
                Unabsorbed Percentage Cost Increases from Extension Year
                2000-2001 through 2008-2009 to the extent such Unabsorbed
                Percentage Cost Increases shall not have been applied to prior
                extension year increases.

        "(2)    DECREASE IN CPI. Anything in the foregoing payment increase
        provisions to the contrary notwithstanding, where there is a decrease in
        the regional consumer price index for the New York, New
        York-Northeastern, New Jersey area as based upon the index for all urban
        consumers (hereinafter expressed as "CPI-U") during the preceding twelve
        month period, the amount to be paid to the Contractor in the succeeding
        extension year will reflect that decrease in a manner satisfactory to
        the New York State Education Department (hereinafter expressed as
        'SED').

        "(3)    SPECIAL COSTS FOR DRIVERS COVERED BY STATUTE. Anything in the
        foregoing payment increase provisions to the contrary notwithstanding,
        the BOE shall pay the Contractor each extension year for actual costs
        allowable pursuant to Education Law ss.305(14)(c) under the following
        conditions, even if such reimbursement shall cause annual payments to
        exceed the relevant CPI increment. To be eligible for such payment, the
        Contractor shall provide to OPT a separate fully detailed written cost
        reimbursement request for reimbursement of expenses covered by Education
        Law ss.305(14)(c), which shall be described for purposes of this
        Contract as 'special vehicle operator administrative costs,' which
        reimbursement shall equal (A) the actual costs of qualifying criminal
        history and driver licensing testing fees attributable to special
        requirements of Vehicle and Traffic Law Articles 19 and 19-A, and (B)
        the actual costs of all diagnostic tests and physical performance tests
        that shall be deemed necessary by an examining physician or the Director
        to determine whether each applicant to drive a school bus under this
        Contract possesses the physical and mental ability to operate a school
        bus and to perform satisfactorily all other responsibilities of a school
        bus driver as required by this Contract and all applicable Federal,
        State of New York,




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 7-

        City of New York and BOE laws, rules, regulations and policies.(8) All
        Contractor cost claims under Education Law ss.305(14)(c) shall be
        subject to review and/or audit by the BOE, its employees and agents.
        Upon BOE approval of Contractor cost claims under Education Law
        ss.305(14)(c), the BOE shall pay the Contractor for such actual costs
        without interest.

        "(4)    DEFINITIONS. The definitions below control the meanings of the
        described terms wherever they appear in this Contract. These definitions
        add to and supplement any definitions or instructions expressed in the
        original Contract and, as such, do not supersede, revoke, replace,
        revise or limit any similar or analogous provisions in the original
        Contract.

                "(A)    For Contracts under Serial Nos. 0065, 0075 and 8107 the
                following shall apply:

                        "(I)    'Twenty-third (23rd) Extension Year' means July
                        1, 2005 until June 30, 2006.

                        "(II)   'Twenty-fourth (24th) Extension Year' means July
                        1, 2006 until June 30, 2007.

                        "(III)  'Twenty-fifth (25th) Extension Year' means July
                        1, 2007 until June 30, 2008.

                        "(IV)   Twenty-sixth (26th) Extension Year' means July
                        1, 2008 until June 30, 2009.

                        "(V)    Twenty-seventh (27th) Extension Year' means
                        July 1, 2009 until June 30, 2010.

                "(B)    For Contracts under Serial No. 9888 the following shall
                apply:

                        "(I)    'Fifteenth (15th) Extension Year' means July 1,
                        2005 until June 30, 2006.

                        "(II)   'Sixteenth (16th) Extension Year' means July 1,
                        2006 until June 30, 2007.

                        "(III)  'Seventeenth (17th) Extension Year' means July
                        1, 2007 until June 30, 2008.

                        "(IV)   'Eighteenth (18th) Extension Year' means July 1,
                        2008 until June 30, 2009.

                        "(V)    'Nineteenth (19th) Extension Year" means July 1,
                        2009 until June 30, 2010.

                "(C)    For Contracts under Serial No. 7263 the following shall
                apply:

                        "(I)    'Eighth (8th) Extension Year' means July 1, 2005
                        until June 30, 2006.

                        "(II)   'Ninth (9th) Extension Year' means July 1, 2006
                        until June 30, 2007.

                        "(III)  'Tenth (10th) Extension Year' means July 1, 2007
                        until June 30, 2008.

                        "(IV)   'Eleventh (11th) Extension Year' means July 1,
                        2008 until June 30, 2009.

                        "(V)    'Twelfth (12th) Extension Year' means July 1,
                        2009 until June 30, 2010.

______________________________

(8) Allowable diagnostic tests and physical performance tests shall include
pre-employment medical and physical performance tests and examinations and
pre-employment alcohol and substance abuse tests. Allowable diagnostic and
physical performance tests shall NOT include tests and examination performed
during the course of a driver's employment with the Contractor such as, but not
limited to, random substance and/or alcohol abuse tests, post-accident substance
and/or alcohol abuse tests, reasonable suspicion substance and/or alcohol abuse
tests, and/or annual medical examinations.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 8-

                "(D)    The term 'Consumer Price Index' (herein expressed as
                'CPI'), as of a given date, is defined as that statistic of the
                United States Department of Labor or its successor agency, which
                the New York State Education Department (herein expressed as
                'SED') deems as the 'regional consumer price index for the New
                York, New York-Northeastern, New Jersey area, based upon the
                index for all urban consumers (CPI-U),' according to Education
                Law ss.305(14)(a)-(a-1) as the same may be updated, revised or
                otherwise changed during the life of this Extension and Eleventh
                Amendment Agreement. If Education Law ss.305(14)(a)-(a-1) shall
                be amended to permit stated or fixed percentage(s) of annual
                rate increase(s) for pupil transportation contract extensions,
                which increase(s) may exceed the applicable CPI increment(s),
                this Contract shall be deemed to be amended automatically and
                without the need for any action by the parties by substituting
                such stated or fixed percentage(s) of increase in place of the
                actual percentage(s) of increase in the CPI in any extension
                year in which the CPI shall be lower that the stated or fixed
                percentage(s).

                "(E)    The term 'Contractor's average cost per vehicle per day'
                for a given extension year is defined as the Contractor's 'Total
                Allowable Costs' for that extension year divided by the total
                number of 'vehicle days.'

                "(F)    The term 'Total Allowable Costs' is defined as the
                Contractor's actual accrued costs related directly to
                transportation services provided to the BOE under this Contract.

                "(G)    The term 'vehicle days' is defined as the total number
                of 'authorized vehicles' the Contractor actually operates
                multiplied by the number of actual school days per Extension
                Year for the term of this Extension and Eleventh Amendment
                Agreement,(9) EXCEPT for certain additional vehicles which shall
                be treated in the manner hereinafter provided.

                "(H)    The term 'authorized vehicles' is defined as the total
                number of contract and additional vehicles, but excluding spare
                vehicles, that the Contractor shall have been granted expressly
                by the Director. If the Director shall grant the Contractor
                additional vehicles during any given Extension Year of this
                Extension and Eleventh Amendment Agreement, such additional
                vehicles shall be counted among the 'authorized vehicles' during
                the first Extension Year in which such vehicles shall be awarded
                but only to the extent of the actual number of school days that
                the Contractor actually shall have operated the affected
                additional vehicles.(10) During the succeeding Extension
                Year(s), such additional vehicles shall be counted as
                'authorized vehicles' for all actual school days. If the
                Contractor has a 10-

______________________________

(9) In calculating the Contractor's average cost per vehicle day for purposes of
determining rate augmentation under this Extension and Thirteenth Amendment
Agreement, the actual number of days that vehicles shall operate (instead of a
fixed number of days as provided under previous extension and amendment
agreements) shall be applied for each Extension Year included in such
calculation.

(10) This partial exclusion of additional vehicles during the first extension
year of award shall not apply to any vehicles that the Contractor may obtain by
assignment or other transfer of contract or by acquiring the corporate shares of
another school bus contractor.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                              -PAGE 9-

                month Contract(s) and the Director shall grant the Contractor
                summer work beyond the normal 10 months from September to June,
                the summer vehicles ONLY shall be exempt from inclusion in the
                cost justification process.

                "(I)    The term 'Cost Justification Financial Statement' is
                defined as a written 'review report' prepared by a Certified
                Public Accountant (hereinafter expressed as 'CPA') or Public
                Accountant (hereinafter expressed as 'PA') licensed by the State
                of New York, except as otherwise noted herein. Each Cost
                Justification Financial Statement shall include all of the facts
                and figures deemed necessary by the Director and/or the SED to
                provide a complete view of the Contractor's cost increase claims
                for the applicable comparative periods specified in this
                Extension and Eleventh Amendment Agreement. Each review report
                shall state that a review shall have been performed in
                accordance with AU623, et seq., as established and periodically
                updated by the American Institute of Certified Public
                Accountants (hereinafter expressed as "AICPA"), and the BOE
                Office of Auditor General's manual of cost increase
                justification rules and procedures (hereinafter expressed as
                "OAG Manual") as of the date of a given review report, and that
                the information in each Cost Justification Financial Statement
                shall have been based upon the representations of the
                Contractor's management. Each review report shall describe the
                nature of a review as distinct from an audit and shall describe
                the standard procedures that the CPA/PA shall have performed,
                e.g., an inquiry and an analytical review. Each review report
                shall give the limited assurance that, based upon the review,
                the CPA/PA shall not have been aware of any material
                modifications that should be made to the Cost Justification
                Financial Statement for it to be in conformity with AU623, et
                seq., as established and periodically updated by the AICPA, and
                the OAG Manual. A compilation report is insufficient to qualify
                as a Cost Justification Statement. In addition, the CPA/PA
                preparing each review report must state that he/she shall have
                studied the cost justification manual supplied by the Board and
                shall have applied the standards contained in the said OAG
                Manual to the development of each Cost Justification Financial
                Statement. If the Contractor shall not have had a CPA-audited
                financial report performed for any purpose within the three (3)
                years before June 30, 2005, then the Contractor must submit an
                audited Cost Justification Financial Statement by a CPA for its
                first or second such statement under this Extension and Eleventh
                Amendment Agreement.(11) The CPA/PA who shall prepare each Cost
                Justification Financial Statement must have no interest in this
                Contract, the Contractor and/or any entity affiliated in any
                manner with the Contractor and must so certify in writing in
                each review report. Each Cost Justification Financial Statement
                shall be in a form prescribed by the Director as approved by
                SED.

______________________________

(11) Such a CPA-audited Cost Justification Financial Statement must comply in
all respects with AR 9100.63 entitled, "Special Purpose Financial Presentations
to Comply with Contractual or Regulatory Provisions," as established and
periodically updated by the AICPA.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 10-

        "(5)    COST JUSTIFICATION FINANCIAL STATEMENTS. Education Law
        ss.305(14) requires the Contractor to substantiate any cost increases
        that he/she claims to justify annual payment increases during the term
        of this Extension and Eleventh Amendment Agreement. The Director shall
        determine whether to approve all or any portion(s) of the claims in each
        of the Contractor's annual Cost Justification Financial Statements in
        accordance with the following:

                "(A)    To substantiate any payment increases(12) received under
                ARTICLES V-A, 28(C) or 29(D) during the Extension Year of July
                1, 2005 to June 30, 2006, the Contractor must submit by
                September 30, 2005, (I) a Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for Extension Years 2004-2005 and
                2003-2004, and (II) a distinct Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under the Contract for each Extension Year for which
                application shall be made for any Unabsorbed Percentage Cost
                Increases.

                "(B)    To substantiate any payment increases received under
                ARTICLES V-A, 28(C) or 29(D) during the Extension Year of July
                1, 2006 to June 30, 2007, the Contractor must submit by
                September 30, 2006, (I) a Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for Extension Years 2005-2006 and
                2004-2005, and (II) a distinct Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for each Extension Year for which
                application shall be made for any Unabsorbed Percentage Cost
                Increases.

                "(C)    To substantiate any payment increases received under
                ARTICLES V-A, 28(C) or 29(D) during the Extension Year of July
                1, 2007 to June 30, 2008, the Contractor must submit by
                September 30, 2007, (I) a Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for Extension Years 2006-2007 and
                2005-2006, and (II) a distinct Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for each Extension Year for which
                application shall be made for any Unabsorbed Percentage Cost
                Increases.

______________________________

(12) The Fixed Percentage Increase provided hereunder, including either the
five-and-sixty-six-hundredths percent (5.66%) increase for contracts under
Serial Nos. 0065, 0075, 8108 and 9888 or the three-and-seventy-four-hundredths
percent (3.74%) increase for contracts under Serial No. 7263, shall NOT be
subject to any requirement for cost justification under this Extension and
Thirteenth Amendment Agreement. Cf. ARTICLE V-A, ARTICLE 28(C), or ARTICLE
29(D), supra.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 11-

                "(D)    To substantiate any payment increases received under
                ARTICLES V-A, 28(C) or 29(D) during the Extension Year of July
                1, 2008 to June 30, 2009, the Contractor must submit by
                September 30, 2008, (I) a Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for Extension Years 2007-2008 and
                2006-2007, and (II) a distinct Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for each Extension Year for which
                application shall be made for any Unabsorbed Percentage Cost
                Increases.

                "(E)    To substantiate any payment increases received under
                ARTICLES V-A, 28(C) or 29(D) during the Extension Year of July
                1, 2009 to June 30, 2010, the Contractor must submit by
                September 30, 2009, (I) a Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for Extension Years 2008-2009 and
                2007-2008, and (II) a distinct Cost Justification Financial
                Statement(s) detailing the Total Allowable Costs incurred by the
                Contractor for all its operations and, separately, for its
                operations under this Contract for each Extension Year for which
                application shall be made for any Unabsorbed Percentage Cost
                Increases.

                "(F)    Until six (6) years after completion of its services
                hereunder or six (6) years after the termination date of this
                Extension and Eleventh Amendment Agreement, whichever shall
                occur later, the Contractor shall maintain complete and correct
                books and records related to all aspects of the Contractor's
                obligations hereunder. Records must be maintained separately so
                as to identify clearly the expenses applicable to this Contract,
                all previous extension and amendment agreements, and this
                Extension and Eleventh Amendment Agreement and must be
                distinguishable from all costs not incurred under this Contract,
                all previous extension and amendment agreements, and this
                Extension and Eleventh Amendment Agreement. Except as provided
                in this subparagraph, all other provisions of this Contract, as
                amended, that relate to the maintenance of records shall remain
                in full force and effect.

                "(G)    The Contractor will supply in each annual Cost
                Justification Financial Statement all data required by the SED
                related to this Contract, and the submittal shall include,
                without limitation to, SED-approved cost justification forms.
                The Contractor must supply promptly any and all additional cost
                data as required by the BOE or the SED.

        "(6)    REQUIRED ANALYSIS OF COSTS. To determine the allowable increase
        in costs for a given extension year, as specified in ARTICLE V-A(1),
        28(C)(1) or 29(D)(1) of this Contract, the following analysis of the
        Cost Justification Financial Statement must be undertaken:




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 12-

                "STEP 1:  Divide the total applicable annual operating costs by
                          the number of vehicle days for both the base year and
                          the year previous to the base year to determine the
                          average daily cost per vehicle for each of those
                          years. The base year is the year immediately before
                          the extension year to which a rate increase is to be
                          applied.

                "STEP 2:  Subtract the average daily cost per vehicle for the
                          year previous to the base year from the average daily
                          cost per vehicle for the base year to determine the
                          increase in the average daily cost per vehicle.

                "STEP 3:  Divide the increase in the average daily cost per
                          vehicle by the average daily cost per vehicle for the
                          year previous to the base year to determine the
                          percent increase in the average daily cost per
                          vehicle.

                "STEP 4:  Compare the percent of increase in the average daily
                          cost per vehicle to the percentage by which the CPI as
                          of May of the base year shall have increased over the
                          CPI as of May of the year previous to the base year.
                          Whichever is the lesser of the two (2) percentages
                          shall be the allowable increase applied to the daily
                          rate(s) for the affected Extension Year.

                "STEP 5:  For Extension Years 2005-06 through 2009-10, repeat
                          Steps 1-4. For each such Extension Year, determine the
                          percent of increase in the average daily cost per
                          vehicle. If the percent of increase in the average
                          daily cost per vehicle resulting in Step 3 shall be
                          insufficient to justify fully the CPI increment in
                          Step 4, add any previously Unabsorbed Cost Percentage
                          Increases from the applicable Extension Year(s)
                          expressed heretofore at PARAGRAPHS (1)(A)-(E) of
                          ARTICLE V-A, 28(C) or 29(D) of the Contract.

        "(7)    ALTERNATIVE COMPARISON OF COSTS. As an alternative to the
        procedures expressed in SUBPARAGRAPH (6), supra, to determine the
        allowable increase in daily rates per vehicle for Extension Years
        2005-06 through 2009-10, the Contractor may elect with respect to each
        such Extension Year to utilize the percentage increase in the
        Contractor's Total Allowable Costs on an aggregate business entity basis
        with respect to each of the applicable base years as compared to each of
        the years prior thereto, respectively. Nevertheless, the Contractor must
        undertake the analysis described in the preceding sentence in the form
        of an annual Cost Justification Financial Statement as defined in
        PARAGRAPH 4(I), supra. If the Contractor shall not make the foregoing
        election on or before August 15th of each Extension Year, the analysis
        of the Cost Justification Financial Statement, as provided in
        SUBPARAGRAPH (6), supra, shall apply and govern.

        "(8)    ALLOWABLE COST INCREASES. Total Allowable Costs are limited by
        the following: costs not attributable to the Contractor's operations
        under this Contract, costs that are not ordinary and/or reasonable,
        costs that are not documented, and/or costs disallowed by the SED and/or
        by BOE auditors for non-compliance with the definition of Total
        Allowable Costs as limited by this PARA-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 13-

        GRAPH (8). Such costs shall be subject to disallowance by the BOE and
        are not permitted to justify increases of the daily rate(s) per vehicle.
        The Director shall have the right to prescribe miscellaneous
        standardized cost categories for all contractors including the
        Contractor.

        "(9)    ACCESS TO SUBCONTRACTORS. If with the Director's approval the
        Contractor subcontracts any portion of the services under this Contract,
        the Contractor must include in any such subcontract a provision that
        allows full and unimpeded access by the BOE, the SED and/or the New York
        City Office of the Comptroller to the books and records of a
        subcontractor for inspection, audit and copying purposes. The Contractor
        does hereby agree and warrant to render all necessary assistance to
        obtain any requested documents from subcontractors. The Contractor's
        inability to obtain requested documentation from any subcontractors
        shall not excuse a failure to provide the documentation as a means to
        justify payment increases.

        "(10)   ABSENCE OF COST JUSTIFICATION FINANCIAL STATEMENT. The
        Contractor's failure to submit an annual Cost Justification Financial
        Statement by the deadline date as above expressed will result in the
        forfeiture of any increase later justified for the period from the
        service start date to the day the statement is received at OPT, unless
        the Director determines that reasonable circumstances exist to excuse
        the Contractor's late submittal.

        "(11)   ADJUSTMENTS TO LATER PAYMENTS. Based on the Board's audit of the
        Contractor's annual Cost Justification Financial Statements and
        financial records, the BOE may make any necessary adjustments in any
        later payments that become due and owing to the Contractor to compensate
        for any excesses of payments over cost increases. Notwithstanding the
        foregoing, the BOE shall make no adjustment in payments or the rate(s)
        of payment due the Contractor and shall make no claim for overpayments
        to the Contractor, unless the BOE audit, upon which such adjustment or
        claim is based, shall have been completed and submitted to the
        Contractor within two (2) years after the date on which the Contractor
        shall have submitted to the Board the Cost Justification Financial
        Statement and final supporting documentation for such Cost Justification
        Financial Statement,(13) which is the subject of such audit. The
        limitation upon payment adjustments expressed in the preceding sentence
        shall not apply to any payment adjustment(s) required by any applicable
        laws, rules and/or regulations as applied by governmental agencies,
        other than the Board, which may apply to this Contract.

        "(12)   REFUND OF OVERPAYMENT. The Contractor agrees and warrants
        further to refund all additional monies due to the BOE within thirty
        (30) days of the Board's final findings regarding any given Cost
        Justification Financial Statement (provided such final findings are
        completed and submitted to the Contractor not later than two years after
        the submission to the BOE of such Cost

______________________________

(13) If the Contractor shall amend or otherwise change the Cost Justification
Financial Statement and any supporting documentation after having made an
initial submittal to the BOE, the two year limitation period shall be tolled and
shall start again with the date of the submittal of each such amendment or other
change.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 14-

        Justification Statement), if the amount of a given Extension Year's
        payment excess over allowable cost increase is greater than any payments
        due and owing for the balance of a given Extension Year. The limitation
        upon refunds expressed in the preceding sentence shall not apply to any
        refund(s) required by any applicable laws, rules and/or regulations as
        applied by governmental agencies, other than the Board, which may apply
        to this Contract.

        "(13)   UNABSORBED COST CARRY-FORWARD PROVISION. For any extension year
        in which the Contractor shall not be able to justify the maximum
        allowable rate(s) increase(s) for any one or more of Extension Years
        2005-06 to 2009-10, the Contractor shall be entitled to use the
        Unabsorbed Percentage Cost Increases, if any, as a supplemental device
        to achieve a greater allowable rate(s) increase(s). To be eligible to
        apply Unabsorbed Percentage Cost Increases, the Contractor must detail
        in writing the Total Allowable Costs from each set of two comparison
        years from which any Unabsorbed Percentage Cost Increases shall be
        derived as well as the total percentage of actual cost increase and the
        unabsorbed percentage of cost increase. When eligible and entitled
        hereunder, the Contractor may carry forward 'below-the-line' any
        previously Unabsorbed Percentage Cost Increases from any sets of
        comparison periods, as heretofore expressed at Paragraph 1(a)-(e) of
        ARTICLE V-A, 28(C) or 29(D) of the Contract, to supplement those cost
        increases that are used to justify augmentations of the daily rate(s)
        per vehicle for Extension Years 2005-06 through 2009-10. The term
        'below-the-line' means previously unabsorbed cost increases, which are
        carried forward, are deemed as allocated to the Extension Year(s) of
        accrual and not to the subsequent Extension Year(s) to which they are
        carried forward and applied both supplementally and 'below-the-line' as
        prior cost increases that have not as yet been absorbed by the annual
        CPI increment.(14) Once an item of previously Unabsorbed Percentage Cost
        Increases shall have been carried forward and applied 'below-the-line'
        to a given Extension Year, that item may not be used again in any later
        Extension Year.

        "(14)   INCONSISTENCIES. In the event of any apparent inconsistencies
        between any other provisions of the Contract and ARTICLES V-A, 28(C)
        and/or 29(D) hereof, the provisions of ARTICLES V-A, 28(C) and/or 29(D)
        shall prevail and govern in every case and for all intents and
        purposes."

(C)     AMENDMENTS TO INSURANCE PROVISIONS.

        (1)     ARTICLE (D) entitled, "Amendments to Insurance Provisions," as
        expressed in the Supplemental Tenth Amendment of Contract for General
        Education Pupil Transportation Services is here-

______________________________

(14) By way of example, from Extension Years 2004-05 to 2005-06 and from
Extension Years 2005-06 to 2006-07, the Contractor's costs increased by two
percent (2%) and three percent (3%), respectively. From Extension Years 2004-05
to 2005-06 and from Extension Years 2005-06 to 2006-07, the CPI increased by
one-and-one-half percent (1.5%) and two-and-one-half percent (2.5%),
respectively. From Extension Years 2006-07 to 2007-8, the CPI increased by four
percent (4%), while the Contractor's actual costs grew by only three percent
(3%). Although the Contractor's two discrete one-half percent (0.5%) cost
increases above the allowable CPI caps accrued in Extension Years 2005-06 and
2006-07, respectively, each may be carried forward and applied below-the-line to
supplement the Contractor's cost growth from Extension Years 2006-07 to 2007-08,
which was lower than the CPI.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 15-

        by incorporated into, and made part of, this Extension and Eleventh
        Amendment Agreement as if set forth herein in its entirety, and the said
        ARTICLE (D) is hereby amended effective as of July 1, 2005 for purposes
        of Extension Year 2005-2006 through Extension Year 2009-2010 as follows:

                (A)     The first paragraph and NOTE 7 of ARTICLE D, PARAGRAPH
                (1)(E)(1)(A) are hereby amended to read as follows:

                                "CONTRACTOR PAYMENT OF VALICA PROGRAM PREMIUMS.
                        In consideration of the Board's supply of Primary
                        Insurance, the contract compensation payable to the
                        Contractor under this Contract shall be reduced for each
                        twelve month period that the Primary Insurance shall be
                        in effect (hereinafter expressed as 'Primary Policy
                        Year')(7), in an amount (hereinafter expressed as
                        'Contract Reduction Amount') equal to the following:

                        "(7)    The first Primary Policy Year shall be from
                                March 31, 2003 until March 30, 2004. The second
                                Primary Policy Year shall be from March 31, 2004
                                until June 30, 2005. The third Primary Policy
                                Year shall be from July 1, 2005 until June 30,
                                2006. The fourth Primary Policy Year shall be
                                from July 1, 2006 until June 30, 2007. The fifth
                                Primary Policy Year shall be from July 1, 2007
                                until June 30, 2008. The sixth Primary Policy
                                Year shall be from July 1, 2008 until June 30,
                                2009. The seventh Primary Policy Year shall be
                                from July 1, 2009 until June 30, 2010. For the
                                second Primary Policy Year which is for a 15
                                month period, the Base Premium, and the $2,000
                                Credit shall each be increased by twenty-five
                                percent (25%)."

                (b)     ARTICLE (D), PARAGRAPH (1)(E)(1)(A)(2) is hereby amended
                to read as follows:

                        "(2)    Two Thousand Dollars ($2,000.00) (hereinafter
                        expressed as "$2,000.00 Credit"), multiplied by the
                        total number of Contractor Vehicles (EXCLUDING spare
                        vehicles) assigned to the Contractor under the VALICA
                        Program in a given Primary Policy Year."

                (C)     The first full paragraph of PARAGRAPH (1)(E)(1)(E) of
                ARTICLE D is hereby amended to read as follows:

                        "(e)    Limitation on $2,000.00 Primary Insurance Cost
                        Reduction. All else to the contrary notwithstanding, the
                        BOE and the Contractor stipulate and agree that the
                        Board's obligation regarding the $2,000.00 Credit is
                        limited to a reduction of Two Thousand Dollars
                        ($2,000.00) per Contractor Vehicle (EXCLUDING spare
                        vehicles) per Primary Policy Year (pro-rated in case a
                        Primary Policy Year shall be more or less than twelve
                        months) for the number of Contractor Vehicles (EXCLUDING
                        spare vehicles) that shall have been assigned by the BOE
                        to the Contractor for any Primary Policy year. The
                        $2,000.00 Credit per Primary




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 16-

                        Policy Year also shall be pro-rated for any additional
                        Contractor Vehicles that shall be assigned to the
                        Contractor after the beginning of each such Primary
                        Policy Year. The Contractor stipulates and agrees that
                        it and its successors and assigns shall make no claims
                        for any $2,000.00 Credits that would increase the said
                        BOE obligation to more than Two Thousand Dollars
                        ($2,000.00) per Contractor Vehicle (EXCLUDING spare
                        vehicles) per Primary Policy Year. The Contractor
                        stipulates and agrees that the BOE shall be entitled to
                        recover at least the aggregate amount of the $2,000.00
                        Credits attributable to the Contractor from all tax
                        related and non-tax related savings achieved under the
                        VAFPA Program through June 30, 2004, as expressed
                        elsewhere in this Contract."

                (D)     ARTICLE (D), PARAGRAPH (1)(E)(L)(E)(1) entitled,
                "Increases and Decreases in the Number of Vehicles," shall have
                no further application for all Extension Years starting as of
                July 1, 2005. ARTICLE (D), PARAGRAPH (1)(E)(1)(E)(2) is hereby
                amended to read as follows:

                        "(2)    ASSIGNMENT OF CONTRACTOR VEHICLES. If the BOE
                        shall approve any contract assignments affecting
                        Contractor Vehicles (EXCLUDING spare vehicles), the
                        contract assignee shall be afforded a $2,000.00 Credit
                        per Contractor Vehicle (EXCLUDING spare vehicles). If
                        the Contractor accepts any assignments of vehicles under
                        this Contract, the Contractor stipulates and agrees that
                        the Contract Reduction Amount charged to the Contractor
                        for such assigned vehicles shall be based upon the
                        Contract Reduction Amount per vehicle of the assignor.
                        If the Contractor subsequently receives additional
                        Vehicles under the assigned Contract, the Contract
                        Reduction Amount applicable to the Additional Vehicles
                        shall be based upon the Contract Reduction Amount of the
                        Contractor and not that of the assignor. If an
                        assignor's premiums are lower than Two Thousand Dollars
                        ($2,000.00) per Contractor Vehicle, the assignee shall
                        not be entitled to any credits for the difference as
                        applied to spare and further additional vehicles as
                        otherwise permitted under PARAGRAPH (E)(1)(E)(1)(c),
                        NOTE 8, supra.

                (D)     ARTICLE (D), PARAGRAPH (1)(E)(L)(C), NOTE 8 is hereby
                amended to read as follows:

                        "(8)    In instances where the $2,000.00 Credits shall
                        exceed the Contractor's Base Premium, the Contractor
                        shall be entitled to a credit for any difference to be
                        applied by the BOE against the Contract Reduction Amount
                        otherwise payable by the Contractor for spare vehicles,
                        PROVIDED, the preceding shall act only to lower the
                        Contract Reduction Amount and shall not obligate the BOE
                        to make any payments to the Contractor to any extent
                        whatsoever."

(D)     EMPLOYEE PROTECTION PROVISIONS.

        PARAGRAPH (E) of the Extension and Ninth Amendment Agreement of Contract
Serial Nos. 0065, 0075 and 8107, PARAGRAPH (E) of the Extension and Fifth
Amendment of Contract Serial No. 9888, and




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 17-

ARTICLE 45 of Contract Serial No. 7263, as amended, are hereby amended to read
as follows for the period of this Extension and Eleventh Amendment Agreement:

        "1.     PRIORITY IN HIRING AND MASTER SENIORITY LISTS.

        "There shall be established two industry-wide Master Seniority Lists.
        One list shall be composed of all operators (drivers), mechanics, and
        dispatchers and the other list shall be composed of escorts
        (matrons-attendants) who were employed as of June 30, 2005, under a
        contract between their employers and the Board for the transportation of
        school children in the City of New York, who are furloughed or become
        unemployed as a result of loss of contract or any part thereof by their
        employers, or as the result of a reduction in service directed by the
        Board during the term of the contract, in accordance with their date of
        entry into the industry. All operators (drivers), mechanics, dispatchers
        and escorts (matrons-attendants) on the Master Seniority Lists who
        participated in the Division 1181 A.T.U.-New York Employees Pension Fund
        and Plan as of June 30, 2000, and who do not exercise their option to
        withdraw from the Fund and Plan shall continue to participate in such
        Pension Plan. By not later than September 30th of each Extension Year,
        the Contractor shall supply the BOE with a Seniority List for all of the
        Contractor's employees, which Seniority List the Contractor shall input
        into a Web-Based Application to be supplied by the BOE.

        "Any existing contractor or individual who conducted business as a sole
        proprietor, or as a member of a partnership or who held a controlling
        interest in a corporation that performed service pursuant to contract
        expiring in June, 2005 ("existing contractor") shall give priority in
        employment on September, 2005 or thereafter on the basis of position on
        the Master Seniority List of any additional or replacement operators,
        mechanics and dispatchers beyond those performing service as of June 30,
        2005 consistent with the number of employees required by the
        specifications of the contract expiring June, 2005 for the number of
        vehicles providing service to the Board as of June 30, 2005 to
        individuals from the Master Seniority List until such list is exhausted.

        "Any new contractors, i.e., those who did not provide service pursuant
        to contract expiring June, 2005 ("new contractor"), shall give priority
        in employment in September, 2005 or thereafter on the basis of seniority
        to every operator (driver), mechanic and dispatcher performing service
        pursuant to such contract starting from the first employee from the
        Master Seniority List until such list is exhausted.

        "Should the Board determine to require the Contractor to provide escort
        service in addition to the operator, and in the event that all escorts
        (matrons-attendants) on the Master Seniority List, who were employed as
        of June 30, 2005, are not employed as escorts by contractors for the
        beginning of service in September of 2005, then said escorts shall be
        employed in order of their position on the Master Seniority List.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 18-

        "2.     COMPENSATION.

        "All operators (drivers), mechanics, dispatchers and escorts
        (matrons-attendants) on the industry-wide Master Seniority Lists shall
        be employed and paid on a full-time basis based upon the wage scale
        received from prior employer under pupil transportation contracts.

        "The Contractor shall compensate operators (drivers), mechanics and
        dispatchers and escorts (matrons-attendants) who appear on the Master
        Seniority Lists and who are employed pursuant to contracts to be awarded
        as follows for the term of the Contract:

                "(A)    operators (drivers) and dispatchers at a daily rate of
                pay, including any COLA, for each day of service, not less than
                that paid pursuant to any applicable labor collective bargaining
                agreement.

                "(B)    mechanics at a daily rate of pay, including any COLA,
                for each day of service, not less than that paid pursuant to any
                applicable labor collective bargaining agreement.

                "(C)    escorts (matrons-attendants) at a daily rate of pay,
                including any COLA, for each day of service, not less than that
                paid pursuant to any applicable labor collective bargaining
                agreement.

        "Such operators (drivers) and escorts (matrons-attendants) shall be
        available for extended service, without additional compensation, which
        shall be defined as performance within the particular job category (i.e.
        drivers as drivers, and escorts (matrons-attendants) as escorts
        (matrons-attendants) ) within the eight (8) hour work day within the
        spread (8 within 10 hours) provided for in the collective bargaining
        agreement covering said employees, if any.

        "3.     WELFARE.

        "Contributions by the Contractor for providing welfare benefits to
        operators (drivers), mechanics, dispatchers and escorts
        (matrons-attendants), in the event the Contractor employs escorts, who
        appear on the Master Seniority List shall be no less than $587.65
        through December 31, 2005 and $607.65 for the period of January 1, 2006
        through June 30, 2006 per employee per month on a twelve month basis
        during each year of the Contract.

        "4.     PENSIONS.

        "The Contractor shall sign an agreement with Division 1181 A.T.U.-New
        York Employees Pension Fund and Plan to participate in such plan on
        behalf of all operators (drivers), mechanics, dispatchers and escorts
        (matrons-attendants), in the event the Contractor employs escorts, who
        appear on the Master Seniority Lists and who participated in the Fund
        and Plan as of June 30, 2005. This requirement shall not be interpreted
        to require any existing contractor or new contractor to enter into a
        collective bargaining agreement with the union, nor shall it prohibit
        any new contractor or ex-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 19-

        isting contractor from entering into a collective bargaining agreement
        with the union. The Contractor shall file a copy of the executed
        agreement with the Trustees of the Fund and Plan to participate in said
        Fund and Plan and with the Director before the start of any school bus
        service under this Contract.

        "The Contractor shall contribute $63.40 per week per operator (driver),
        mechanic and dispatcher on the Master Seniority List, and participating
        in the Plan and Fund as of June 30, 2005, for forty weeks each year for
        the term of the Contract, or such greater amount as may be required,
        based on contributions by contractors on behalf of the majority of
        employees participating in the Fund and Plan pursuant to a collective
        bargaining agreement with Local 1181-1061. The Contractor shall withhold
        $33.00 a week from each operator, mechanic and dispatcher participating
        in said Fund and Plan for forty weeks each year for the term of the
        contract, or such greater amount as may be required based on
        contributions of a majority of the operators (drivers), mechanics or
        dispatchers contributing to the Fund and Plan.

        "Such new contractors and existing contractors who provide escort
        service, shall contribute $59.40 per week per escort (matron-attendant)
        for forty weeks each year for the term of the contract, or such greater
        amount as may be required based on contributions by contractors on
        behalf of the majority of employees participating in the Fund and Plan
        pursuant to a collective bargaining agreement with Local 1181-1061. The
        Contractor shall withhold $23.00 per week from each escort,
        (matron-attendant) participating in said Fund and Plan and Fund for
        forty weeks each year for the term of the Contract, or such greater
        amount as may be required based on contributions of the majority of the
        escorts contributing to the Fund and Plan.

        "In connection with employees who are on the Master Seniority List and
        who do not participate in the Local 1181-1061 Fund and Plan, they shall
        not be required to participate in the Plan but shall participate in the
        collective bargaining agreement, if any, of their employer.

        "The Contractor shall pay all such amounts to the Fund and Plan within
        seven days after the end of each payroll period.

        "5.     ENFORCEMENT.

        "In addition to any other remedies provided in the contract between the
        Board and the contractor, such as default and/or termination, if the
        contractor is found to be in violation of the foregoing Employee
        Protection Provisions regarding the payment of wages, welfare benefit
        contributions, pension contributions, or other aspects of compensation
        or benefits, then the Director of the Office of Pupil Transportation,
        within thirty (30) days of written notice, shall withhold the
        appropriate amounts from any payments due to the contractor and pay them
        directly to the applicable union for the benefit of the employees
        affected, to the Division 1181 A.T.U.-New York Employees Pension Fund or
        other applicable union pension fund for the benefit of the employees
        affected or to the appropriate Welfare Fund for the benefit of the
        employees affected. If the affected employees are not




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 20-

        affiliated with any union, then the Board shall investigate on their
        behalf allegations of employee protection provision violations regarding
        the payment of wages, welfare benefit or health insurance contributions,
        pension or similar savings plan contributions, or other aspects of
        compensation or benefits. Upon a finding of any such violation(s), the
        OPT Director shall withhold the appropriate amounts from any payments
        due to the Contractor and pay them directly to the employees or to such
        health insurance companies or other institutions as appropriate.

        "In the event any new contractor or existing contractor willfully fails
        to comply, the Board of Education shall act to cancel such contractor's
        contract, provided, however, that the Board shall not be required to act
        so as to cause a disruption of service.

        "6.     Contractors providing a total of five vehicles or less pursuant
        to all contracts with the Board for the transportation of pupils shall
        not be subject to the foregoing provisions with respect to operators
        (drivers), mechanics and dispatchers.

        "Escorts (matron-attendants) shall not be included in the exclusion in
        this PARAGRAPH SIX (6).

        "7.     For the purposes of this section, corporate bidders who are
        subject to common control as determined by the Board based upon analysis
        of (A) ownership of the corporation's assets, (B) coincidence of
        corporate officers and directors, and (C) such other factors as the
        Board determines to be relevant, are deemed to be one bidder.

        "8.     The Board may in its sole and unfettered discretion change any
        date which determines employee protected status, employer status or any
        other status, which is contained in any employee protection provisions
        of the Contract. The Master Seniority Lists will be updated to June 30,
        2005 as permitted in accordance with pre-existing collective bargaining
        agreements executed prior to the date of execution of this Contract.
        Furthermore, the rates quoted herein may not be reflective of current
        labor rates in effect. The Contractor should pay special attention to
        the fact that many employees on the Master Seniority Lists have been in
        the industry for many years and therefore may be entitled to substantial
        wages, pension and welfare benefits and wage accruals.

        "The date for inclusion on the Master Seniority List is hereby updated
        to the last school day in June, 2005 as permitted in accordance with
        pre-existing collective bargaining agreement executed prior to the date
        of this Extension Agreement and Amendment Agreement."

(E)     VINTAGE AND AIR-CONDITIONING REQUIREMENTS.

        (1)     AGE AND CONDITION OF VEHICLES. The vehicles affected by this
        provision include all originally contracted vehicles, (i.e., "contract
        vehicles") and all additional and spare vehicles. Except for the age of
        vehicles, nothing contained in this PARAGRAPH (1) and/or any of its
        subparagraphs shall be deemed or construed in any manner or to any
        extent whatsoever to act and/or operate in abroga-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 21-

        tion or derogation of any other individual or cumulative provisions of
        the Contract, as heretofore amended and extended.

                (A)     The Contractor shall furnish service, maintenance and
                repairs of all vehicles used in the performance of this contract
                in compliance with (I) all manufacturer's guidelines for
                maintenance, service and repairs, (II) all Federal and State of
                New York statutes, regulations, rules, guidelines and policies
                applicable to service, maintenance and repair of school bus
                vehicles, (III) all New York State Department of Transportation
                and New York State Department of Motor Vehicles policies, rules
                and regulations, (IV) Federal and State regulations applicable
                to maintenance and repair of school bus vehicles, and (V) all
                New York State Education Department, policies, rules and
                regulations applicable to service, maintenance and repair of
                school bus vehicles. The Contractor shall maintain and, upon
                demand, shall present to the Director contemporaneously kept,
                accurate, complete, orderly and written records of the school
                bus vehicle maintenance and repair activities performed in
                accordance with the foregoing.

                (B)     The Director shall have the right to disapprove any
                vehicles under this Contract and to require the Contractor to
                furnish acceptable replacement vehicles in the event that the
                Director determines in his/her judgment any such vehicle(s) to
                be unfit for service.

                (C)     During the life of this Extension Agreement Contractors
                who provide mini wagons and/or ramp Wagons (collectively "Small
                School Buses") and Contractors who provide a combination of (x)
                Small School Buses; and (y) standard school buses, dual-door
                buses and or hydraulic lift buses (collectively, "Large School
                Buses") must comply with the following:

                        (I)     Except as provided in subparagraph (e) below, by
                        June 30, 2005, no more than 10% of the total number of
                        vehicles operated by a Contractor pursuant to this
                        Contract may be manufactured prior to 1987;

                        (II)    Except as provided in subparagraph (e) below, by
                        June 30, 2006, no more than 25% of the total number of
                        vehicles operated by a Contractor pursuant to this
                        Contract may be manufactured prior to 1990 and no such
                        vehicles may be manufactured prior to 1987;

                        (III)   By June 30, 2007, no more than 20% of the total
                        number of vehicles operated by a Contractor pursuant to
                        this Contract may be manufactured prior to 1991 and no
                        such vehicles may be manufactured prior to 1988;

                        (IV)    By June 30, 2008, no more than 10% of the total
                        number of vehicles operated by a Contractor pursuant to
                        this Contract may be manufactured prior to 1992 and no
                        such vehicles may be manufactured prior to 1989;




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 22-

                        (V)     By June 30, 2009, no vehicles operated by a
                        Contractor pursuant to this contract may be manufactured
                        before 1990; and,

                        (VI)    In the event of a further extension of this
                        contract beyond June 30, 2010, by June 30, 2010 no more
                        than 5% of the total number of vehicles operated by a
                        Contractor pursuant to this contract may be manufactured
                        prior to 1993 and no such vehicles may be manufactured
                        prior to 1991.

                (D)     During the term of this Extension Agreement, Contractors
                who operate a combination of Large School Buses and Small School
                Buses, and Contractors who operate only Large School Buses must
                comply with the following with regard to the age of Large School
                Buses as a separate class of vehicles:

                        (I)     Except as provided in SUBPARAGRAPH (E), infra,
                        by June 30, 2005, no more than 10% of the number of
                        Large School Buses operated by a Contractor pursuant to
                        this Contract may be manufactured prior to 1987;

                        (II)    Except as provided in SUBPARAGRAPH (E), infra,
                        by June 30, 2006, no more than 30% of the number of
                        Large School Buses operated by a Contractor pursuant to
                        this Contract may be manufactured prior to 1990 and no
                        such vehicles may be manufactured prior to 1987;

                        (III)   By June 30, 2007, no more than 25% of the number
                        of Large School Buses operated by a Contractor pursuant
                        to this Contract may be manufactured prior to 1991 and
                        no such vehicles may be manufactured prior to 1988;

                        (IV)    By June 30, 2008, no more than 20% of the number
                        of Large School Buses operated by a Contractor pursuant
                        to this Contract may be manufactured prior to 1992 and
                        no such vehicles may be manufactured prior to 1989;

                        (V)     By June 30, 2009, no more than 15% of the number
                        of Large School Buses operated by a Contractor pursuant
                        to this Contract may be manufactured prior to 1992 and
                        no such vehicles may be manufactured prior to 1990; and,

                        (VI)    In the event of a further extension of this
                        Contract beyond June 30, 2010, by June 30, 2010, no more
                        than 10% of the number of Large School Buses operated by
                        a Contractor pursuant to this Contract may be
                        manufactured prior to 1993 and no such vehicles may be
                        manufactured prior to 1991.

                (E)     Notwithstanding the limitations set forth in
                SUBPARAGRAPH (C)(I) and (II) and SUBPARAGRAPH (D)(I) and (II),
                supra, through June 29, 2006, the Contractor may continue to use
                the vehicles that the Contractor owns and/or leases and are in
                service as of June 30, 2005 ("Exist-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 23-

                ing Vehicles"), PROVIDED, the Director shall have the right to
                disapprove any such vehicles and to require the Contractor to
                furnish an acceptable replacement vehicle in the event that the
                Director shall determine in his/her judgment any such vehicle(s)
                to be unfit for service. Vehicles transferred among contractors
                that are subject to common control shall be considered Existing
                Vehicles under the preceding sentence.

                (F)     Any vehicles that shall be first placed into service
                during the term of this Extension Agreement shall be not more
                than five (5) years old at the time such vehicle is placed into
                service. The continued use of any given contractor's vehicles
                that are in service in accordance with the terms hereof shall be
                authorized for use pursuant to the terms of this provision by a
                contract assignee, upon assignment of a contract with approval
                of the Board.

                (G)     Vehicles ordered prior to June 30 and delivered prior to
                the end of the following September of an Extension Year shall
                qualify for purposes of determining the percentages set forth in
                SUBPARAGRAPHS (C) and (D), supra.

                (H)     In the event of an assignment of a Contract or an
                assignment of a separate item of a Contract, which shall have
                been approved by the BOE, vehicles transferred to the assignee
                by the assignor, which were in compliance with the assignor's
                vintage requirements, may be placed in service by the assignee,
                notwithstanding that such vehicles might otherwise result in
                noncompliance with the percentage limitations of SUBPARAGRAPH
                (C) or (D), supra. The preceding sentence to the contrary
                notwithstanding, the assignee Contractor shall have twelve (12)
                months from the date of BOE approval of an assignment to bring
                all non-complying vehicles into full compliance with the
                percentage limitations of SUBPARAGRAPH (C) or (D), supra.

                (I)     For purposes of SUBPARAGRAPHS (C) and (D), supra, a
                manufacture date/placed in service date shall replace the
                manufacture date to allow a manufacture date one (1) year
                earlier than current allowance. For explanatory purposes,
                current BOE rules require that a new vehicle is one with a model
                year of "x" and a manufacture year of "x - 1." During the term
                of the Extension and Thirteenth Amendment Agreement, new vehicle
                shall be a model year of "x -1" and a manufacture date of "x -
                2."

        (2)     LIST OF VEHICLES. The Contractor must provide a list of all
        vehicles, including spare and maintenance vehicles, to be operated
        during each Extension year. Each list must show for every vehicle the
        year, make, type, seating capacity, registration number, bus number,
        license plate number, owner, lessee (if applicable), and the expiration
        date of the New York State Department of Transportation approval
        sticker. The information required under this paragraph must be provided
        to a Web-Based Application, as supplied and updated by the BOE, and the
        Contractor must supply a copy of the title or certificate of
        registration for each listed vehicle. Whenever any changes occur in the
        list of vehicles as stated on the Web-Based Application, the Contractor
        must update the list




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 24-

        within two (2) BOE Business Days. In addition, the Contractor must
        provide at the same time written assurance that all vehicles are
        equipped with two-way radios.

        (3)     AIR CONDITIONING/CLIMATE CONTROL SYSTEMS. (A) Each vehicle that
        is required to have an Air Conditioning/Climate Control System must be
        equipped with an air conditioning system with sufficient power-train,
        electrical, and engine cooling support systems to maintain comfortable
        conditions throughout the entire interior of the vehicle during any warm
        weather periods at ambient temperatures not higher nor lower than
        necessary to meet the medical and comfort needs of each passenger.

                (I)     By June 30, 2006, fifty percent (50%) of all Small
                School Buses operated by the Contractor pursuant to this
                Contract will be required to be equipped with air
                conditioning/climate control systems.

                (II)    By June 30, 2007, sixty percent (60%) of all Small
                School Buses operated by the Contractor pursuant to this
                Contract will be required to be equipped with air
                conditioning/climate control systems.

                (III)   By June 30, 2008, seventy percent (70%) of all Small
                School Buses operated by the Contractor pursuant to this
                Contract will be required to be equipped with air
                conditioning/climate control systems.

                (IV)    By June 30, 2009, eighty percent (80%) of all Small
                School Buses operated by the Contractor pursuant to this
                Contract will be required to be equipped with air
                conditioning/climate control systems.

                (V)     In the event this Contract shall be further extended
                beyond June 30, 2010, by June 30, 2010, one hundred percent
                (100%) of all Small School Buses operated by the Contractor
                pursuant to this Contract will be required to be equipped with
                air conditioning/climate control systems.

                (B)     Each Small School Bus which the Contractor shall acquire
        during the term of this Extension Agreement in order to comply with the
        age requirements set forth in SECTION (1) hereof, shall be equipped with
        air conditioning/climate control systems. With the exception of the
        vehicles referenced in the preceding sentence, the Board shall pay a
        one-time equipment fee equal to the lesser of $3,000 or 50% of the
        Contractors cost to air condition the number of Small School Buses (I)
        which the Contractor is required to maintain for any Extension Year in
        accordance with the percentages set forth in SUBPARAGRAPH (A) of this
        SECTION (3); and/or, (II) which the Contractor is required to air
        condition in order to comply with applicable law.(15) By way of example,
        if in June

___________________________

(15) The Contractor may either retrofit existing vehicles with air-conditioning
units or purchase new vehicles with air-conditioning units installed by the
vehicle manufacturer or dealer.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 25-

        2006 (at which time 50% of all Small School Buses which make up a
        Contractor's fleet are required to be air conditioned and no more than
        25% of such fleet can be manufactured prior to 1990), a Contractor's
        fleet consisted of twenty five 1989 and seventy five 1995
        non-air-conditioned Small School Buses, the Contractor would be required
        to (I) replace all of the twenty five 1989 vehicles with newer Small
        Buses with air conditioning at its own cost to satisfy the vintage
        requirements; and, (II) replace or retrofit twenty five of the 1995
        vehicles with air conditioning (to meet the 50% AC requirement) for
        which the Contractor would be entitled to an equipment fee equal to the
        lesser of $3,000 or one-half of the cost of such air conditioning
        installation per bus.

                (C)     Subject to prior approval by the Board, Contractors
        shall receive a one-time equipment fee for each Large School Bus
        equipped with air-conditioning/climate control systems, which the
        Contractor shall place into service during the term of this Extension
        Agreement. Such equipment fee shall equal the lesser of $4,000 or
        one-half of the cost of the Contractor's cost for such air-conditioning
        system. The Board's prior approval shall not be withheld in instances
        where the Contractor is required by law to provide air conditioned Large
        School Buses in order to transport New York City school children.

                (D)     The Board shall pay the cost of the air-conditioning
        equipment fee directly to the Contractor.

                (E)     Each air-conditioned vehicle, for which the Board shall
        pay an equipment fee in accordance with this SECTION (3), shall be made
        available for service to the Board on a priority basis.

                (F)     If the Contractor shall accelerate the timing for the
        purchase of air-conditioned vehicles beyond the timing needed to comply
        with the vintage requirements under PARAGRAPH (E)(1), supra, the
        Contractor shall be entitled to the air conditioning equipment fee for
        such air conditioned vehicles for which the purchase or retrofit thereof
        shall have been accelerated, provided, that the Contractor shall have
        obtained advance approval for such acceleration from the Director. In
        cases where the Contractor already shall have met the minimum
        requirement for the number and/or percentage of vehicles with
        air-conditioning at the outset of this Extension and Eleventh Amendment
        Agreement, however, the Contractor shall not be entitled to any
        reimbursement of any past costs and expenses for the installation,
        upgrade, retro-fitting, repair and/or maintenance of air-conditioning
        equipment.

(F)     MISCELLANEOUS VEHICLE, OPERATIONAL AND FINANCIAL AMENDMENTS.

        (1)     COMPUTER SYSTEMS. The Contractor shall be required to maintain a
        computer system sufficient to run applications developed by the BOE
        Office of Pupil Transportation. Currently, the minimum computer system
        required is as follows: Pentium IV Computer, 512 megabytes of RAM, 50
        gigabyte hard disk, Windows XP/2000, and Broad-Band Connection. The
        Contractor shall also maintain the following: (I) online route
        establishment, deletion and modification capability; (II) high speed
        internet connectivity for electronic routing; and, (III) a website which
        shall include updated (on a basis as specified by the Director) pick up
        and drop off times for the routes serviced by




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 26-

        the Contractor. During the life of this Extension Agreement, the
        Contractor will be required to update the computer system as required by
        the Director.

        (2)     NEW LAWS, RULES, REGULATIONS, BYLAWS OR SCHOOL BUS SAFETY
        FEATURES. If, starting July 1, 2005, any State or local laws, rules or
        regulations are enacted, updated, revised, amended or otherwise changed
        in any manner that shall require the Contractor to undertake any new or
        revised procedures affecting school bus personnel or operations (i.e.,
        school bus personnel drug or alcohol testing, driver licensing or
        training procedures, etc.) or the introduction onto vehicles of new
        safety features or any other equipment (e.g., increased seat-back
        padding, back-up beepers, stop arms, safety sensors, seat belts, etc.),
        the Contractor must comply promptly, PROVIDED, the BOE shall pay
        one-half (1/2) of the cost of compliance with any such new or revised
        driver and/or operational procedures and/or for the purchase and
        installation of new safety features and/or other equipment in compliance
        with any such legal and/or regulatory changes. If, starting July 1,
        2005, any Federal laws, rules and/or regulations are enacted, updated,
        revised, amended or otherwise changed in any manner that shall require
        the Contractor to undertake any new or revised procedures affecting
        school bus personnel or operations (i.e., school bus personnel drug or
        alcohol testing, driver licensing or training procedures, etc.) or the
        introduction onto vehicles of new safety features or any other equipment
        (e.g., increased seat-back padding, back-up beepers, stop arms, safety
        sensors, seat belts, etc.), the Contractor must comply promptly, and the
        BOE shall not be liable to pay any additional compensation to the
        Contractor for such compliance.

        (3)     CUSTOMER LIAISON. In each garage maintained to provide services
        under this Contract the Contractor shall employ personnel dedicated to
        customer telephone response at the rate of one customer liaison for
        every 100 buses (to a maximum of three customer liaisons per garage)
        EXCEPT during the first three weeks of school opening when the ratio
        shall be one liaison per fifty buses.

        (4)     REPLACEMENT BUSES. Replacement buses must be dispatched
        immediately following a determination that more than thirty minutes will
        be required for a repair truck to reach a breakdown site.

        (5)     SAFETY KIT. Each bus must contain a safety kit including fire
        blanket, seat belt, cutter, flashlight and liquid clean up kit.

        (6)     SPECIAL TRAINING. Drivers will be made available for not less
        than two (2) days each BOE School Year for specialized training,
        PROVIDED, that the cost of overtime or additional labor costs incurred
        as a result thereof, if any, will be paid by the BOE to the Contractor.

        (7)     GEOGRAPHIC POSITIONING SYSTEMS. All buses will be equipped with
        a geographic positioning system and back up cellular emergency
        communications, the cost of which, including monthly service and
        maintenance fees shall be purchased and paid for by the BOE.

        (8)     DIESEL EMISSION FILTERS. Commencing June 30, 2006 and during the
        remaining term of this Extension and Eleventh Amendment Agreement, all
        Large School Buses (and any other buses




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 27-

        which are required by law to be equipped with diesel emission filters)
        shall be equipped with diesel emission filters that shall satisfy all
        regulatory and legal requirements, the cost of which filters and
        replacement filters shall be paid by the BOE. The preceding sentence to
        the contrary notwithstanding, the Contractor shall be responsible to
        replace at it sole cost and expense any and all emissions filters that
        shall need to be replaced during the term of this Extension and Eleventh
        Amendment Agreement due to any act(s) of commission and/or omission by
        the Contractor that shall cause and/or permit the manufacturer's
        warranty to be voided or otherwise terminated.

        (9)     RAMP WAGONS. Ramp Wagons which under current Department of
        Transportation regulations can only accommodate three (3) wheelchair
        passengers, shall continue to qualify as Ramp Wagons under the
        specifications of this Contract, provided the Board shall have the right
        to designate certain routes for four wheelchair passengers Ramp Wagons
        on an as needed basis and to offer such designated routes in according
        to the Pick Order, first to those Contractors with Ramp Wagons having
        capacity for four wheelchairs and then to those Contractors with Ramp
        Wagons having capacity for three wheelchairs. Contractors with four
        wheelchair capacity vehicles shall not be required to accept any such
        designated routes.

        (10)    SALES, EXCISE AND USE TAXES. The Board and the Contractor hereby
        stipulate and agree that the following amendments to the Contract shall
        take effect only if an when (i.e., no retroactive application) the BOE
        shall obtain approval for the said provisions about sales, excise,
        compensating use and/or other taxes from the New York State Department
        of Taxation & Finance, the New York State Office of Attorney General,
        and/or a judicial and/or administrative tribunal with applicable
        jurisdiction. If and to the extent that the New York State Department of
        Taxation & Finance, the New York State Office of Attorney General,
        and/or a judicial and/or administrative tribunal with applicable
        jurisdiction shall require the following provisions to be revised to
        conform to applicable laws, rules and regulations, the Board and the
        Contractor hereby stipulate and agree that, upon the issuance of a
        ruling making such a revision requirement, the following provisions in
        this Paragraph (H)(10) shall be deemed so revised automatically and
        without the need for any further action by the Board and/or the
        Contractor. ARTICLE (G)(6) of the Extension and Ninth Amendment of
        Contract entitled, "Sales, Excise and Use Taxes," is hereby amended to
        read as follows:

                "6.1.   ELIMINATION OF FEDERAL, STATE AND LOCAL TAXES.

                        "The BOE represents that it is a municipal corporation
                and school district as defined in the Education Law and the
                General Construction Law of the State of New York, and as such
                is exempt from the payment of Federal, State or local sales,
                excise, compensating use, gross receipts and other applicable
                taxes, as provided under the U.S. Internal Revenue Code and the
                Tax Law of the State of New York. The Contractor shall use
                commercially reasonable efforts to comply with the provisions
                set forth herein for the elimination of payments of such taxes
                for otherwise taxable goods, supplies, equipment, services,
                etc., that the Contrac-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 28-

                tor shall purchase in the provision of the services under this
                Contract for purposes of resale to the BOE, and the Contractor
                shall pass along the benefits of related savings to the BOE.

                "6.2.   CONTRACTOR AS A PURCHASING AGENT.

                        "6.2.1. The BOE hereby appoints, designates and approves
                        the Contractor to be and to act as the Board's official
                        purchasing agent for purposes of this Contract, to
                        purchase or otherwise lawfully acquire third party
                        services, third party goods, etc., that the Contractor
                        shall reasonably and ordinarily need for purposes of
                        resale to the BOE and otherwise to furnish the services
                        under this Contract. The Contractor hereby accepts the
                        BOE appointment to be and to act as the Board's official
                        purchasing agent as set forth in the preceding sentence.
                        This agency appointment is limited strictly to the
                        purposes of the Contractor's provision of third party
                        services, third party goods, etc., under this Contract
                        and for no other purposes. In furtherance thereof, the
                        BOE shall furnish to the Contractor an agency
                        appointment letter on official NYCDOE letterhead
                        stationery (hereinafter expressed as "Purchasing Agency
                        Letter") that the Contractor shall utilize in all of its
                        purchases or other forms of lawful acquisition from the
                        Contractor's suppliers, sellers, subcontractors or other
                        sources.

                        "6.2.2. The Contractor shall present a copy of the
                        Purchasing Agency Letter and such other necessary
                        documentation, as provided by the BOE, to each supplier,
                        seller, subcontractor or other source from or with whom
                        the Contractor purchases or otherwise lawfully acquires
                        consumable goods, commodities, materials, supplies,
                        hardware, software, services, etc., for purposes of
                        resale to the BOE in performing this Contract. For each
                        such transaction, the Contractor shall use commercially
                        reasonable efforts to obtain full exemptions from all
                        applicable Federal, State and local sales, excise,
                        compensating use, gross receipts and other applicable
                        taxes. This agency appointment and tax exemption does
                        not apply to the purchase or other acquisition of
                        durable goods and equipment such as, but not limited to,
                        school buses, maintenance vehicles, automobiles, durable
                        equipment, durable tools, capital fixtures, etc., that
                        are not for purposes of resale to the BOE or shall
                        otherwise not be consumed in the performance of school
                        bus services and other services under this Contract.

                        "6.2.3. To the extent legally possible, the Contractor's
                        invoices to the BOE for services purchased from the
                        Contractor shall not include any sales, excise,
                        compensating use, gross receipts and/or other applicable
                        taxes. The Contractor shall use commercially reasonable
                        efforts to cooperate with the BOE and with any third
                        party to ensure that no sales, excise, compensating use,
                        gross receipts and/or other applicable taxes shall be
                        payable by the Contractor or by the BOE with respect to
                        third party goods and third party services that are
                        purchased from third parties by the Contractor on behalf
                        of the BOE.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 29-

                        "6.2.4. The Contractor's agreements with, and purchase
                        orders to, any third party manufacturers, sellers,
                        suppliers and/or service providers as well as all
                        subcontractors in connection with the services performed
                        under this Contract shall specify that the Contractor is
                        a purchasing agent for the BOE. All checks that the
                        Contractor issues for payment to third party
                        manufacturers, sellers, suppliers and/or service
                        providers as well as all subcontractors in connection
                        with the services delivered and performed hereunder
                        shall specify that the Contractor is a purchasing agent
                        for the BOE.

                        "6.2.5. In the event that any subcontractors or
                        subcontractor's employees shall make any purchases or
                        other forms of lawful acquisition on the Contractor's
                        behalf pursuant to this Contract for purposes of resale
                        to the BOE, the Contractor shall require such
                        subcontractors or subcontractor employees, as the case
                        may be, to use all commercially reasonable efforts to
                        seek and obtain the appropriate sales, excise, use and
                        other tax exemptions on the Board's behalf. In
                        furtherance thereof, the BOE shall furnish to the
                        Contractor, upon written request, a letter on official
                        NYCDOE letterhead stationery of the purchasing agency
                        appointment of each such subcontractor or
                        subcontractor's employee that the said person or entity
                        shall utilize in all of his/her/its purchases or other
                        forms of lawful acquisition from any affected suppliers,
                        sellers, and other sources.

                        "6.2.6. If the Contractor needs any assistance, advice
                        or modification(s) regarding its agency appointment
                        letter(s), the Contractor shall provide written notice
                        of such request to Michael P. Coneys, Esq., Attorney (or
                        his successor), New York City Department of Education,
                        Office of Legal Services, The Tweed Courthouse, 52
                        Chambers Street, Room 308, New York, NY 10007-1222;
                        telephone: (212) 374-3442; fax (212) 374-5596; e-mail
                        address at mconeys@nycboe.net."

(G)     GENERAL MISCELLANEOUS AMENDMENTS.

        All else to the contrary notwithstanding, the Contract is hereby amended
as follows:

        (1)     CHANGES AFFECTING CONTRACTOR. PARAGRAPH (I)(2) of the Extension
        and Ninth Amendment Agreement is amended to read in its entirety as
        follows:

                "(2)    CHANGES AFFECTING THE CONTRACTOR. The Contractor shall
                provide written notice to the BOE on forms prescribed by the
                Director of each change affecting the following: partners, sole
                proprietors, management control, Chief Executive Officer, Chief
                Financial Officer, Chief Operating Officer, or the organization
                of ownership of the contractor, i.e., the corporation,
                partnership or sole proprietorship. Changes in the Contractor
                include, but are not limited to, the following: corporate or
                partner voting power; sale, transfer or other alienation of
                corporate, partnership or sole proprietorship assets; sale or
                transfer of corporate stock or part-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 30-

                nership interest over five percent (5%); or, any other action
                that may affect BOE interests. Effective as of the 2005-06
                Extension Year, without the prior approval of the Director,
                which approval shall not be unreasonably withheld, (I) no
                Contractor shall change its chief executive officer (with the
                exception of a person who has held an executive position with a
                Board school bus transportation Contractor for at least five
                years), and (II) no Contractor shall be subject to a change of
                control (with the exception of a transfer of ownership interests
                among family members)."

        (2)     UNLAWFUL OR UNENFORCEABLE PROVISIONS VOID. Whereupon this
        Extension and Amendment Agreement shall be found to contain any unlawful
        or unenforceable provision(s), such provision(s) shall be deemed of no
        effect and will, upon application of either party, be stricken from this
        document without thereafter affecting the binding force of the remainder
        of this Extension and Eleventh Amendment Agreement.

        (3)     APPROVAL AND EXECUTION. This Extension and Amendment Agreement
        will not become binding or effective upon the Board of Education until
        the following series of events will have transpired: (A) approval as to
        legal sufficiency by the BOE Office of Legal Services; (B) approval of a
        Request for Authorization (herein expressed as "RA") by the Chancellor;
        (C) execution on behalf of the Board of Education by the Chancellor or
        his/her designee; (D) approval by the New York State Commissioner of
        Education; (E) initial registration with Comptroller and re-registration
        with the Comptroller each year thereafter; and, (F) initial approval and
        subsequent annual re-approval by the New York State Financial Control
        Board pursuant to the New York State Emergency Act for the City of New
        York, as the rules and regulations of said Board so require.

        (4)     IMPLEMENTATION OF THE STATE EDUCATION LAW. This Extension and
        Eleventh Amendment Agreement is intended to implement the provisions of
        Education Law ss.305(14) and the attendant regulations of the State
        Commissioner of Education. Whereupon there shall exist any inconsistency
        between the BOE and the SED concerning this statutory provision, the
        attendant regulations of the Commissioner of Education and/or any
        formula(e) for reimbursement of funds, this Extension and Amendment
        Agreement shall be deemed amended automatically to conform to the
        interpretation of the SED but only for the protection of BOE interests
        and only at the Board's option.

        (5)     COMPTROLLER. The Comptroller shall endorse hereon during the
        term of this Contract his/her certificates that there are appropriations
        or funds applicable thereto sufficient to pay the estimated expense to
        execute and operate this Contract during the respective fiscal periods.

        (6)     CONSTRUCTION. As used herein, the singular shall include the
        plural and vice versa. As used herein, all masculine, feminine and
        neuter pronouns and other gender descriptions shall be deemed synonymous
        and interchangeable.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 31-

        (7)     VACILLATION IN THE NUMBER OF CONTRACT AND/OR ADDITIONAL VEHICLES
        DURING EXTENSION PERIODS. Paragraph C of Article XIII entitled,
        "INCREASE OR DECREASE IN THE NUMBER OF VEHICLES," is henceforth amended
        as follows:

                "C.     Increases and/or Decreases in the Number of Vehicles
                during Extension Periods. (i) The Board and the Contractor do
                hereby stipulate and agree that the number of vehicles required
                to serve pupil transportation needs may change often during each
                school year due to changes in pupil population, default or
                voluntary surrender of a Contract or changes in policy or
                directives adopted by the BOE, the City of New York, the State
                Education Department and/or Financial Control Board, over the
                term of an Extension Agreement. This provision does not apply to
                the summer months when vehicles may be decreased as much as
                necessary. For Summer School Transportation services vehicles
                will be offered by item beginning with the contractor that
                quoted the lowest daily rate per vehicle under Contract Serial
                Nos. 4515, 4516, 4894, 4952 and 7164. If additional vehicles are
                then needed vehicles will be offered by item beginning with the
                contractor who quoted the lowest daily rate per vehicle under
                Contract Serial Nos. 0065, 0075, 7263, 8107 and 9888.

                "(ii)   If the Director eliminates any vehicle(s) from the
                number of vehicles awarded to the Contractor (whether originally
                awarded at the inception of the Contract or awarded as
                additional vehicles thereafter) and later offers again a
                vehicle(s) of the same type(s) and geographical service area(s)
                due to any resumed need, the Contractor from whom such vehicles
                have been previously deleted shall be entitled to restoration up
                to and including the number of vehicles of the same type(s) and
                geographical service area(s) previously deleted. In the event
                that additional vehicles (i.e., vehicles added after the
                inception of the Contract) have been deleted from more than one
                Contractor in a specific item, the Contractor lowest in the Pick
                Order (as hereinafter defined) shall first be offered
                restoration of such deleted vehicles.

                "(iii)  With the exception of the award of vehicles in
                accordance with subparagraph (ii) above, the Director shall
                offer any 'additional' vehicle(s) to contractors in the relevant
                contractual item as determined by the order of contractors
                established as of August 24, 2004 (the "Pick Order"), pursuant
                to the procedures specified above in PARAGRAPH B.

                "(iv)   Additional vehicles accepted by Contractors pursuant to
                a change order issued by the Board will continue in service for
                the duration of the Contract (subject to the right of the Board
                to delete vehicles in accordance with this Section C), and
                Contractors shall have no right to terminate services for such
                additional vehicles after the same have been accepted by the
                Contractor.

                "(v)    The Board shall promptly advise all contractors of all
                route deletions and additions made by the Board pursuant to the
                terms hereof.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 32-

                "(vi)   Anything in the previous ARTICLE XIII and/or elsewhere
                in the Contract to the contrary notwithstanding, the Board of
                Education shall not reduce the number of 'additional' vehicles
                held by the Contractor as of June 30th each Extension Year
                during the period of this Extension and Eleventh Amendment
                Agreement, EXCEPT in instances of decreases of student
                population affecting the Contractor's geographical service
                area(s) and/or type(s) of vehicle(s). With respect to this
                ARTICLE XIII and all other applicable aspects of the Contract,
                the BOE shall have the sole and absolute discretion to fix and
                determine which schools students shall attend throughout the New
                York City School District, to determine what types of vehicles
                shall be appropriate to transport individual pupils, and to make
                findings and decisions with respect to increases and decreases
                of student populations in the various geographical areas of the
                New York City School District."

        (8)     PERFORMANCE BOND REQUIREMENTS. PARAGRAPH (4)(B)(V) of SECTION
        (E) of the Supplemental Ninth Amendment Agreement is hereby amended to
        the extent of adding the following:

                "Contractors with senior management with at least ten years of
                continual contract performance with the Board will have the
                option to either (A) post an annual performance bond in the
                amount required hereunder, or (B) pay to the Board an annual
                security fee equal to one half of one percent of such bond
                amount."

        (9)     ASSIGNMENT. Contractors may assign their Contracts subject to
        the prior approval of the Board. Contractors shall not be permitted to
        assign a portion of a specific item of service without the prior
        approval of the Board which approval shall only be granted when it is
        determined to be in the best interests of the Board in order to maintain
        service. In the event a Contract Item is split, the Contractor to whom
        part of an item is assigned shall be placed immediately behind the
        assignor in the Pick Order.

        (10)    BILLING LIAISON. The Board shall designate a Board employee who
        shall serve as billing liaison to contractors, who shall promptly
        address inquires regarding contract billing and who shall have authority
        to resolve billing errors.

        (11)    ROUTE CHANGES AND USE OF TOLL ROADS. A Contractor may request
        the Board's approval for an alternative vehicle route, which approval
        shall not be unreasonably withheld. Approval shall not be withheld for
        any such route change which (I) results in a reduction of travel time,
        or (II) results in a non toll road route that is within fifteen (15)
        minutes in duration of the toll road route, unless a restricted time
        student is on such route and the additional time for the non-toll road
        route will exceed the time that the affected child shall be permitted to
        be on the bus, unless the bus shall not arrive at the school on time for
        the start of its regular session, and provided, that there shall be no
        additional cost to the BOE.

        (12)    HEARINGS AND VIOLATIONS. The Contractor shall have the option to
        oppose an OPT Notice of Violation either in writing or in person. If the
        Contractor shall elect to submit a written opposi-




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 33-

        tion, the Contractor shall have the same rights as if it shall have
        appeared in person; however, the Contractor's appeal shall be limited to
        the evidence presented in its written opposition.

        (13)    COMPENSATION FOR AFTER SCHOOL PROGRAMS. Contractors shall
        receive compensation for forty-five (45) minutes of service after the
        scheduled discharge time for after-school programs designated by the
        Director. For example, if a program shall have a 5:30 P.M. dismissal,
        the Contractor shall receive payment from 3:30 P.M. through 6:15 P.M.

        (14)    VOLUME AUTOMOTIVE FUEL PURCHASING AND ADMINISTRATION PROGRAM.
        The Volume Automotive Fuel Purchasing and Administration (also known as
        "VAFPA") Program, designated as Article XV-A under contract serial
        numbers 0065, 0075 and 8107, "Article 39-A" under contract Serial No.
        9888, and Article 38-A under contract serial number 7263, is hereby
        amended to the extent that the first sentence of Paragraph (A)(5)
        thereof shall read as follows:

                "Commencing on the date on which each ULSDF Contractor started
                to purchase ultra low sulfur diesel fuel from the VAF Supplier
                and until June 30, 2006, each such ULSDF Contractor shall use
                only ultra low sulfur diesel fuel in its diesel engine school
                buses, as made available by the VAF Supplier."

        (15)    PROMPT PAYMENT DISCOUNT. Effective from April 1, 2003 until June
        30, 2010 under Serial Nos. 0065, 0075, 7263, 8107 and 9888, the BOE and
        the Contractor agree that the Contract is hereby amended by the deletion
        of all references to a two percent (2%) prompt payment discount,
        expressed in Article V entitled, "Payment," of Contract Serial Nos.
        0065, 0075 and 8107, Article 28 entitled, "Payment," of Contract Serial
        No. 7165, and Article 29 entitled, "Payment," of Contract Serial No.
        9888.

        (16)    BILLING PROCEDURE; DEDUCTIONS FROM CONTRACTOR PAYMENTS. No
        deductions or offsets from payments due Contractors under the Contract
        shall be made unless the Board shall contemporaneously provide the
        Contractor with a statement detailing the amount of the deduction and
        the basis therefor. Revisions to Contractor billing work sheets and
        payment authorization for charter services shall be made available to
        Contractors on line within 24 hours of such revision or authorization.

        (17)    FIELD TRIP NOTICES. The BOE shall advise all Contractors of all
        assignments of field trips after such assignments shall be made by
        posting such information on the BOE website.

        (18)    ATTACHMENT OF CONTRACTOR'S CONTRACT NUMBERS AND ITEMS. To each
        of the previous extension and amendment agreements, the BOE had attached
        a listing of the Contractor's contract serial numbers and item
        designations within each of such serial numbers. For purposes of this
        Extension and Eleventh Amendment Agreement, such listing shall be made
        part of "ATTACHMENT A," as heretofore incorporated by reference.




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 34-

        (19)    All references in the Contract, as heretofore amended and
        extended, to the terms "Chancellor's Board of Review" and/or "Board of
        Review," are hereby deleted and replaced with the phrase "BOE Chief
        Executive for School Support Services or his/her successor."

        (20)    All other provisions of Contract Serial Nos. 0065, 0075 and
        8107, as amended by the 1979 Employee Protection Provisions First
        Amendment Agreement, the 1983 Extension and Amendment Agreement
        (originally unnumbered 2nd Amendment), the 1986 Extension and Amendment
        Agreement (3rd Amendment erroneously labeled as 2nd Amendment) as
        amended further on June 24, 1986 (originally unnumbered 4th Amendment),
        the 1989 Extension and Amendment Agreement (5th Amendment erroneously
        labeled as 3rd Amendment), the 1992 Extension and Amendment Agreement
        (6th Amendment erroneously numbered as 4th Amendment), the 1995
        Extension and Amendment Agreement (7th Amendment erroneously labeled as
        6th Amendment), the 1996 Supplemental Amendment Agreement (8th Amendment
        erroneously labeled as 7th Amendment), the 2000 Extension and Ninth
        Amendment Agreement, and the 2003 Supplemental Tenth Amendment
        Agreement, EXCEPT those provisions herein noted and revised, shall
        remain in full force and effect.

        (21)    All other provisions of Contract Serial No. 9888, as amended by
        the 1991 Extension and First Amendment Agreement, the 1994 Extension and
        Second Amendment Agreement, the 1995 Extension and Amendment Agreement
        (3rd Amendment for Contract No. 9888), by the 1996 Supplemental
        Amendment Agreement (4th Amendment for Contract No. 9888), the 2000
        Extension and Ninth Amendment Agreement (5th Amendment for Contract No.
        9888), and the 2003 Supplemental Tenth Amendment Agreement (6th
        Amendment for Contract No. 9888), EXCEPT those provisions herein noted
        and revised, shall remain in full force and effect.

        (22)    All other provisions of the Contract under Serial No. 7263, as
        amended by the 1995 Extension and Amendment Agreement (unnumbered
        amendment of Contract No. 7263), the 1998 Extension Agreement and First
        Amendment, the 2000 Extension and Ninth Amendment Agreement (2nd
        Amendment for Contract No. 7263), and the 2003 Supplemental Tenth
        Amendment Agreement (3rd Amendment for Contract No. 7263), EXCEPT those
        provisions herein noted and revised, shall remain in full force and
        effect.

                     [NO FURTHER TEXT APPEARS ON THIS PAGE.]




EXTENSION AND ELEVENTH AMENDMENT AGREEMENT                             -PAGE 35-

        IN WITNESS WHEREOF, the parties hereto have executed this Extension and
Eleventh Amendment of Contract as of the year, month and day last below
expressed.



For the Board:                                          For the Contractor:

BOARD OF EDUCATION OF                                   ___________________________________________________
THE CITY SCHOOL DISTRICT OF                                      (Print Name of Contractor Entity)
THE CITY OF NEW YORK


                                                        By: _______________________________________________
By: _______________________________________________                         (Signature)
           Maureen A. Hayes, Chief of Staff
                  for the Chancellor                    ___________________________________________________
                                                                      (Print Name and Title)


                                                        Contractor's Taxpayer ID No _______________________
Approved as to legal sufficiency:

                                                        The Contractor's signatory representative has
                                                        subscribed to and sworn before me that he/she has
By: _______________________________________________     duly executed this Agreement with proper authority
             BOE Office of Legal Services               on behalf of the Contractor on this


Approved as to description of terms and conditions:     ______________ day of ______________________, 2005.


By: _______________________________________________     ___________________________________________________
          BOE Office of Pupil Transportation                              (Notary Public)`