Resolution Concerning the Establishment of a Banking Relationship

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to “take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, The New York City Law Department has selected Citibank as the escrow agent for the escrow agreement anticipated as part of the anticipated purchase of Reliant Transportation’s New York City school bus assets;

NOW, THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to establish a banking relationship with Citibank for the purposes of establishing its credit, deposit, escrow and other typical banking relationships.

Resolution Concerning an Amendment to the Corporation’s Certificate of Incorporation

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (NYCSBUS) requires a four-fifths vote of the entire Board to amend the Certificate of Incorporation; and

WHEREAS, NYCSBUS outside counsel has found the Corporation’s certificate to not be clear about certain matters typical to non-stock corporation; and

WHEREAS, the attached amendments to such Certificate would align the Certificate of Incorporation to a typical non-stock corporation;

NOW, THEREFORE BE IT RESOLVED that the Board hereby amends the Certificate of Incorporation as attached, pending the approval of the New York City Department of Education, and after such approval authorizes the Chief Executive Officer to file a revised certificate of incorporation.

Resolution Concerning the  Approval of Certain Contracts

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to “take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 4.01 of the Corporation requires the approval of a four-fifths majority of the entire Board of Directors for contracts and aggregate payments valued in excess of $100,000; and

WHEREAS, Section 7.01 of the Corporation’s bylaws provides that this Board “may elect or appoint from time to time other such Officers or agents as, in its opinion are desirable to conduct the affairs of the Corporation”;

NOW, THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to execute the contracts described on the attached page subject to the approval of the New York City Department of Education:

BTQ Financial: Outsourced financial management including “CFO level” strategy, controllership, contract management, general accounting, accounts payable, reporting plus support on insurance, asset purchase and other matters.

• Hourly work from $275/hour for principals to $30/hour for clerks

• Initial estimate of $60,000/month during setup phase

• Cancellable in 90 days

Everest Insurance: Casualty insurance – auto liability, workers compensation and general liability

• $25,007,891 including pre-funding losses ($12,406,113), a second and third year of the auto liability ($4,568,000) and funding an initial letter of credit ($3,645,029)

Lloyds of London: Sexual molestation insurance with a $3M limit and $250,000 of retention

• $231,250 for one year of coverage

Sedgwick: Third party administrator for insurance claims

• Priced per claim, broker estimates $162,166 for one year of service

Unipro: Uniforms for all staff including drivers, attendants dispatchers, office workers, mechanics and utility workers

• Approximately $25 per uniform, $300,000 total

EZ Pass: Toll processing

• Posted tolls plus 50¢ per transponder pre month

• Cancellable by returning transponders

Mansfield Fuel: Fuel card service, controls and reporting.

• 1% below retail price pass through

Paycom: Through our payroll processor, drug and alcohol testing and driver physical examinations

• $78 per drug and alcohol tests ($468,000 includes a test at transition) plus $97 per physical ($97,000 for the staff per year)

Resolution Concerning the  Approval of Certain Contracts

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to “take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 4.01 of the Corporation requires the approval of a majority of the entire Board of Directors for contracts and aggregate payments valued between $20,000 and $100,000; and

WHEREAS, Section 7.01 of the Corporation’s bylaws provides that this Board “may elect or appoint from time to time other such Officers or agents as, in its opinion are desirable to conduct the affairs of the Corporation”;

NOW, THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to execute the contracts described on the attached page subject to the approval of the New York City Department of Education:

Beazley: Environmental / pollution insurance, $5M limit and $50,000 deductible

• $55,774 for one year of coverage

Lockton: Establishment and management, including regulatory filings, for our retirement plan

• $35,000 per year

Citibank: Letter of credit and escrow fees

• Estimated at 0.5%, of $3,645,029 facility, $18,225

Humareso: Additional human resources support

• $5,000 per month

Patterson Belknap: Legal representation for negotiating a transition services agreement, closing the purchase of MV’s NY assets, and other services

• Estimated billing of $97,500