EMPLOYMENT AGREEMENT

         This Agreement is made this 1st day of April, 2000 by and between New
York Regional Rail Corporation., whose principal place of business is located at
4302 First Avenue, Brooklyn, NY 11232 (hereinafter referred to as "NYRR" or
"Employer" or the "Company"), and Tad Mahoney, residing at 1225 Brighton Lane,
Bel Air, MD 21014, (hereinafter referred to as "Employee")

                              W I T N E S S E T H
         Whereas, Employee will be employed by Employer as a Vice President
Operations; and

         Whereas, Employer desires to employ and/or hire Employee as a Vice
President Operations and Employee desires to be employed by Employer in said
position; and

         Whereas, Employer and Employee desire to enter into this Agreement so
as to specify certain terms and conditions of employment which Agreement is to
supercede and replace any and all prior agreements between the Employer and the
Employee concerning the Employee's employment;

         Now Therefore, intending to be legally bound thereby, and for and in
consideration of the mutual promises and convenants contained herein, the
adequacy of which is hereby acknowledged, the parties to this Agreement hereby
agree as follows:

1.       Employment.

         Employer hereby agrees to employ Employee on the terms and conditions
hereinafter stated as an Vice President Operations to perform services necessary
to the operation of Employer's business together with all other related duties
(i.e. managing work, employees and special projects as assigned by the Board of
Directors of the Company including but not limited to those responsibilities
identified on Exhibit "A" appended hereto) that shall from time to time be
determined by the Board of Directors of the Company. Employee agrees to the
continued employment with Employer on the terms and conditions of this Agreement
and to faithfully perform such services for the Employer.

2.       Term of Contract.

          The term of this Agreement shall be a period of three (3) months
commencing on April 3, 2000 and ending on July 3, 2000.

3.       Compensation and Expenses.

a. Base Compensation. Employer shall pay Employee for his services a salary of
Twenty Two Thousand Five Hundred Dollars ($22,500.00) during the three (3) month
term, which sum shall be paid every two weeks in the amount of Three Thousand
Seven Hundred and Fifty Dollars ($3,750.00).

b.       Additional  Compensation.  In addition to the salary specified in
paragraph 3.a. above, Employee shall receive and be entitled to a bonus of up to
One  Hundred  Thousand  (100,000)  shares of NYRR Class "A"  Common  Stock to be
issued at the end of the  threemonth.  During the initial term of this Agreement
Employee  shall be deemed to have earned 33,333 shares at the conclusion of each
30 day period of employment with the Company;

c. Expenses During the term of this Agreement the Employer shall pay, or
reimburse the Employee for tolls and fuel utilized while in his course of
employment, excluding commuting to and from work.

4.       Disability. In the event Employee becomes disabled, Employee shall not
receive a salary from Employer during the period of disability.

5.       Death During Employment.

a. If Employee dies during the term of this Agreement or any renewal thereof
while employed by Employer, Employer shall pay to Employee's estate any salary
and already earned but remaining unpaid by Employer to Employee as of the date
of Employee's death.

b. It is acknowledged that Employee's estate shall not be
entitled to payment from Employer of any salary or bonuses Employee would have
earned, but for death.

6.       Vacation. Employee shall not be entitled to paid vacation during the
tenure of this Agreement.


7.       Benefits.


a.During the term of Employment and of this Agreement, Employee shall not
receive benefits.

8.       Continuation of  Employment. Nothing in this Agreement shall be
construed or interpreted as guaranteeing employment of Employee for any definite
term nor as altering Employee's status as an atwill employee.  Employer retains
the right to terminate Employee for any reason at any time for  cause.

9.      Employee's Obligations.

a. While employed by Employer, Employee shall devote his entire working time,
energy, skill and best efforts to the performance of his duties for Employer to
the exclusion of any other business activities, in a manner which will
faithfully and diligently further the business and interests of Employer.
Employee shall not during his employment with Employer or duration of this
Agreement, engage, directly or indirectly, in any employment or engage in any
other business activity.

b. Employee shall faithfully and diligently perform any and all duties and
responsibilities assigned to Employee by Employer and follow all directives of
Employer in connection with the operation and management of Employer's business.
Employee's failure to faithfully and diligently perform his duties and
responsibilities assigned to Employee by the Board of Directors of the Company
or to follow the instructions or directives of Board of Directors of the Company
shall result in termination for cause.

10.      Restrictive Convenant.


a.Employee covenants and agrees, which convenant and agreement is made the
essence of this Agreement, that Employee will not, at any time during his
employment with Employer and for a period of one (1) year immediately following
the termination of his employment with Employer for any reason, and whether the
termination of employment is by Employer, Employee or the mutual consent of
both, do any of the following, directly or indirectly, as principal, agent,
consultant, officer, stockholder, salesperson, employee or otherwise, on behalf
of himself or any other person or entity:

(1) solicit the employment of, hire or engage any employee of Employer; (2)
interfere with, disrupt or attempt to disrupt relations, contractual or
otherwise, between Employer and any customer, employee, vendor, or other
business associates; (3) entice or encourage any Employee to leave the
employment of Employer; (4) compete with Employer for any contract performed or
being performed by Employer while Employee was employed by Employer and/or
potential contract while employed by Employer; (5) own, manage, operate,
conduct, be employed by, participate or be connected in any manner with the
ownership, management, operation or conduct of any business similar to the type
of business being conducted by Employer or otherwise competing with Employer
with respect to rail floating operations located within a 150 mile radius of any
area serviced by Employer, or New York and Atlantic Rail Road, its affiliated
companies, parents, subsidiaries, successors, and assigns. c. Employee's
obligations under this Paragraph shall survive the termination of the Agreement.

11.      Confidentiality.

a. Employee, in further consideration of his continued employment with Employer,
acknowledges that the Confidential Information and Trade Secrets of Employer are
confidential and proprietary to Employer and convenants and agrees that during
the period of employment with Employer and any time thereafter, Employee:

(1)               will not divulge to any other person, firm, corporation or
                  other entity any of the Confidential Information and Trade
                  Secrets of Employer which Employer may divulge to Employee or
                  of which Employee may otherwise become aware during his
                  employment;
(2)               will take reasonable measures to insure and maintain the
                  secrecy of Employer's Confidential Information and Trade
                  Secrets;

 (3)              shall not, as principal, agent, consultant, officer,
                  stockholder, salesperson, employee or otherwise, use for his
                  own benefit or the benefit of any other person, firm,
                  corporation or entity other than Employer, any Confidential
                  Information or Trade Secrets of Employer, nor use or permit to
                  be used any of the Confidential Information and Trade Secrets
                  of Employer in any manner or for any purpose other than the
                  furtherance of Employer's interests; and

(4)               shall, upon the termination or ceasation of employment or
                  sooner if required by Employer, turnover and deliver to
                  Employer, any and all literature, documents, data,
                  information, lists, memoranda, correspondence, records or
                  other documents containing Confidential Information and Trade
                  Secrets of Employer which are in the possession of Employee at
                  the time of termination or ceasation of employment, together
                  with any and all machines, parts, equipment and other
                  materials received by Employee from Employer in connection
                  with Employee's employment with Employer.

b. For purposes of this Agreement, Confidential Information and Trade Secrets
include, but are not necessarily limited to, customer lists and customer
information; vendor lists and supplier information; reports and financial data
of Employer; compensation records and plans of Employer; and marketing
strategies, pricing strategies, purchasing techniques and proposal techniques of
Employer; as well as various formulas, processes, compilations, programs and
methods used by Employer in connection with its business.

c.Employee's obligations under this Paragraph shall survive the termination of
the Agreement.

12.      Remedy.


         Employee acknowledges that the restrictions contained in Paragraphs 10
and 11 above are reasonable and necessary in order to protect the legitimate
interests of Employer and that any violation of such restrictions would result
in irreparable injuries to Employer. Employee, accordingly, agrees that, in the
event of a breach of any of restrictions, Employer shall be entitled to obtain
from any Court of competent jurisdiction, preliminary and permanent injunctive
relief in addition to damages and an equitable accounting of all commissions,
earnings, profits and other benefits derived or arising from such violation. The
rights set forth herein shall be cumulative and in addition to any other rights
or remedies to which Employer may be entitled at law or in equity.

13.      Termination of Agreement.

a. This Agreement shall terminate upon the earliest of any of the following
events or occurrences: (1) mutual consent of both parties; (2) written notice of
termination provided by employee within five (5) days of the termination date;
(3) written notice of termination provided by employer within five (5) days of
the termination date; (4) death of Employee.

b. Termination of this Agreement shall terminate any and all obligations of the
parties under this Agreement except Employee's obligations under Paragraph 10
(Restrictive Covenant) and Paragraph 11 (Confidentiality). c. Upon termination
of this Agreement, all entitlements to salary, bonus and/or other compensation
of Employee shall cease with the exception of salary and bonus that has been
earned but remain unpaid by Employer as of the date of termination.

14. Notices. Any and all notices required or permitted by this Agreement shall
be hand delivered to the other party to this Agreement or sent by certified mail
return receipt requested to:

a.       in the case of notice to Employer :

         Darryl S. Caplan, Esquire
         Cureton Caplan Hunt Scaramella & Clark, P.C.
         3000 Midlantic Drive, Suite 101
         Mount Laurel, New Jersey, 08054

                  W. Robert Bentley, President
                  New York Regional Rail
                  4302 First Avenue
                  Brooklyn, NY  11232




b.       in the case of notice to Employee:
                  Tad Mahoney
                  1225 Brighton Lane
                  Bel Air, MD 21014




15.      Binding Effect and Assignment.


        This Agreement shall inure to the benefit of and be binding upon
Employer, its successors and assigns. The obligations and duties of the Employee
hereunder shall be personal and not assignable or delegable by him in any manner
whatsoever.

16.      Amendments.

         This Agreement shall not be modified or amended except by a writing
duly executed and signed by the parties to this Agreement.

17. Governing Law and Jurisdiction.

This Agreement has been entered into in the State of New York and will be
interpreted in accordance with the laws of the State of New York. The parties
agree that the State Courts of the State of New York and the Federal District
Courts located in the State of New York shall have sole jurisdiction over any
and all suits or claims arising out of this Agreement.

 18. No Representations.

Employee agrees and acknowledges that, other than express representations
specifically set forth in this Agreement, Employee has not relied upon any
representations of any nature made by Employer or any of its directors,
officers, shareholders, employees, agents or attorneys in entering into this
Agreement. Employee further acknowledges and agrees that he has been advised and
provided the opportunity to obtain independent counsel for purposes of reviewing
and representing Employee in connection with this Agreement prior to executing
the Agreement.

19. Drafting.

It is acknowledged and agreed that all parties to this Agreement have fully
participated in the drafting of this Agreement which shall be interpreted and
construed accordingly.

20. Entire Agreement & Headings.

This Agreement embodies the entire agreement and understanding between the
parties and supercedes all prior agreements and understandings relating to the
subject matter hereof. The headings of this Agreement are for the purposes of
reference only and shall not limit or otherwise affect the meaning of this
Agreement or its provisions.

21.      Provisions.


a. In the event that the period of time, area or other limitations specified in
paragraph 11 of this Agreement should be adjudged unreasonable in any proceeding
or if any of the particular restrictions specified in said paragraph should be
adjudged to be unreasonable in any proceedings, then such period of time, area
or other restriction shall be reduced or modified in scope so that such
restriction may be enforced to the fullest extent adjudged to be reasonable.

b. In the event that any other provision of this Agreement is deemed invalid,
illegal, void or unenforceable, such provision shall be regarded as stricken
from this Agreement and will not effect the validity or enforceability of the
remainder of this Agreement.

         In witness whereof, the parties to this Agreement have duly executed
this Agreement with the intent to be legally bound hereby on the day and year
set forth on the first page of this Agreement.

                                            New York Regional Rail Corporation



Date:                                       By:_________________________________
                                                W. Robert Bentley, President





Date:                                       By:

                                                 Tad Mahoney, Individual


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