<PAGE>

                                                                   EXHIBIT 10.61

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AGREEMENT ("Agreement") is made and entered into as of this 1st
day of January, 2000, by and between John Kennedy, an individual resident of the
State of Pennsylvania ("Employee"), and RailWorks Corporation, a Delaware
corporation (the "Employer").

                                   WITNESSETH

         WHEREAS, Employee has been employed by Employer pursuant to an Amended
and Restated Employment Agreement dated as of August 4,1998 ("Prior Agreement");

         WHEREAS, Employer and Employee desire to amend the Prior Agreement and
restate it as so amended; and

         WHEREAS, the Employee desires to be so employed by the Employer, on the
terms and conditions as contained herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, the parties hereto, intending to be legally bound, hereby
agree as follows:

         SECTION 1.        EMPLOYMENT

         Subject to the terms hereof, Employer will employ Employee and Employee
hereby accepts such employment. The Employee shall serve as the Vice President
and Chief Operating Officer of the Employer.

         Subject to the terms and conditions of this Agreement, Employee agrees
to devote substantially all of his business time and best efforts to the
performance of his job as Vice President and Chief Operating Officer of the
Employer, subject to direction by the Board of Directors of the Employer (the
"Board of Directors"), as long as such directions are consistent with the
duties, responsibilities and authority customarily given or required of chief
operating officers generally, with the Employee to report his activities
regularly to the Board of Directors.

         SECTION 2.        TERM OF EMPLOYMENT.

         The term of the Employee's employment hereunder (the "Term") shall be
from May 21, 1998, the commencement date of the Prior Agreement, until the
occurrence of any of the following events:

         (i)      The death or total disability of Employee (total disability
                  meaning the failure to fully perform his normal required
                  services hereunder for a period of six (6)


<PAGE>

                  consecutive months during any consecutive twelve (12) month
                  period during the term hereof, as determined by an independent
                  medical doctor jointly chosen by the Employee and the
                  Employer) by reason of mental or physical disability;

         (ii)     The termination by Employer of Employee's employment
                  hereunder, upon thirty (30) days prior written notice to
                  Employee, for "good cause", as reasonably determined by the
                  Board of Directors. For purposes of this Agreement, "good
                  cause" for termination of Employee's employment shall exist
                  (A) if Employee is convicted of, pleads guilty to or confesses
                  to any felony or any act of fraud, misappropriation or
                  embezzlement, (B) if Employee has engaged in a dishonest act
                  to the material damage or prejudice of Employer or an
                  affiliate of Employer, or in conduct or activities materially
                  damaging to the property, business, or reputation of Employer
                  or an affiliate of Employer, or (C) if Employee violates any
                  of the provisions contained in Section 5 of this Agreement,
                  after receiving written notice from the Employer specifically
                  outlining the alleged violations by the Employee of Section 5
                  hereof and either (1) the Employee fails to stop the alleged
                  behavior which is claimed to be such a breach within thirty
                  (30) days of receipt by the Employee of such written notice or
                  (2) the Employer prevails in mediation or binding arbitration
                  pursuant to the commercial arbitration rules of the American
                  Arbitration Association which arbitration is commenced by the
                  Employee within thirty (30) days of receipt by the Employer of
                  such notice in accordance with the provisions of Section 5.6
                  hereof;

         (iii)    The termination by either the Employee or the Employer, upon
                  thirty (30) days written notice to the other party, in the
                  event of a Change of Control of the Employer (as defined
                  hereinbelow).

                  For purposes of this Agreement, a "Change of Control" shall be
         deemed to have occurred if (A) any "person" (as such term is used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")), other than a trustee or other fiduciary
         holding securities under an employee benefit plan of the Employer, a
         corporation owned directly or indirectly by the stockholders of the
         Employer (immediately after the IP0) or any of their respective
         affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3
         under the Exchange Act), directly or indirectly, of securities of the
         Employer representing 50% or more of the total voting power represented
         by the Employer's then outstanding securities that vote generally in
         the election of directors (referred to herein as "Voting Securities"),
         including, without limitation, by reason of the agreement of a third
         party (including Employee) to vote the Voting Securities in the same
         manner as such person votes the Voting Securities owned by such person;
         (B) during any period of two consecutive years, individuals who at the
         beginning of such period constitute the Board of Directors and any new
         directors whose election by the Board of Directors or ,nomination for
         election by the


                                       2
<PAGE>

         Employer's stockholders was approved by a vote or a majority of the
         directors then still in office who either were directors at the
         beginning of the period or whose election or nomination for election or
         as previously so approved, cease for any reason to constitute a
         majority of the Board of Directors; (C) the stockholders of the
         Employer approve a merger or consolidation of the Employer with any
         other corporation, other than a merger or consolidation (i) which would
         result in the Voting Securities of the Employer outstanding immediately
         prior thereto continuing to represent (either by remaining outstanding
         or by being converted into Voting Securities of the surviving
         entity) at least 50% of the total voting power represented by the
         Voting Securities of the Employer or such surviving entity outstanding
         immediately after such merger or consolidation or (ii) in which 50% or
         more of the board of directors of the surviving entity is composed of
         members from the Board of Directors of the Employer; (D) the
         stockholders of the Employer approve a plan of complete liquidation of
         the Employer or an agreement for the sale or disposition by the
         Employer of (in one transaction or a series of transactions) all or
         substantially all of the Employer's assets; or

         (iv)     After December 31, 2001, this Agreement shall continue upon a
                  year-to-year basis unless terminated by either the Employer or
                  the Employee upon ninety days (90) written notice to the other
                  before January 1 of the next year.

                  SECTION 3.        COMPENSATION.

         3.1      Term of Employment. Employer wall provide Employee with the
following salary, expense reimbursement and additional employee benefits during
the term of employment hereunder,

         (a)      Salary. From the date of this Agreement, Employee will be paid
                  a salary (the "Base Salary") of no less than One Hundred
                  Thousand Dollars ($100,000) per annum, and subject (to
                  increase as hereinafter provided (the salary then in effect is
                  referred to as the "Base Salary"), less deductions and
                  withholdings required by applicable law. The Base Salary shall
                  be Paid to Employee in equal monthly installments (or on such
                  more frequent basis as other executives of Employer are
                  compensated). The Base Salary shall be reviewed by the Board
                  of Directors of Employer on at least an annual basis
                  thereafter and may be increased but not decreased below the
                  then Base Salary as a result of any such review.

         (b)      Performance Bonuses. In addition to the Base Salary, the
                  Employee shall have the right to receive from the Employer,
                  and the Employer shall be obligated to pay to the Employee, a
                  performance bonus (the "Performance Bonus") for each fiscal
                  year during the term of this Agreement, equal to the aggregate
                  amount determined by the bonus formulas delineated herein


                                       3
<PAGE>

                  below. Any amount of a Performance Bonus required to be paid
                  to the Employee for a fiscal year during the. term of this
                  Agreement shall be paid by the Employer in the first pay
                  period of the Employer immediately following the finalization
                  of the accounting audit for financial accounting purposes of
                  the Employer for the preceding fiscal year but in all events
                  by March 31 of the year immediately following the end of the
                  fiscal year for which such Performance Hones is attributable.

                  The formulas to determine a Performance Bonus for any fiscal
                  year during the term of this Agreement shall be as follows:

                  (i)      For each fiscal year of the Employer, 15% of the
                           pre-tax net income, before any performance or other
                           periodic bonuses for any of the employees of the
                           Employer and any of its consolidated subsidiaries, of
                           the Employer on a consolidated basis for financial
                           accounting basis based upon applying generally
                           accepted accounting principles and generally accepted
                           auditing standards on a consistent basis. This bonus
                           shall be calculated by the independent certified
                           public accountant regularly employed by the Employer
                           (the "CPA") applying such generally accepted
                           accounting principles and generally accepted auditing
                           standards on a consistent basis.

                           Plus

                  (ii)     For each fiscal year of the Employer, one point five
                           percent (1.5%) of the excess of (a) the consolidated
                           after lax net income of the Employer and its
                           consolidated subsidiaries for a fiscal year, computed
                           by the CPA applying generally accepted accounting
                           principles and generally accepted auditing standards
                           on a consistent basis over (b) the Wall Street
                           Estimate (as hereinafter defined) for such fiscal
                           year. For purposes of this subsection (ii)(b), Wall
                           Street Estimate ,for a fiscal year shall mean the
                           simple arithmetical average of the consolidated
                           earnings per share estimates for a fiscal year of the
                           Employer and its consolidated subsidiaries in the
                           possession of First Call on the Determination Date
                           (as hereinafter defined), translated by the CPA into
                           the equivalent consolidated after: tax net income of
                           the Employer and its consolidated subsidiaries !for
                           such fiscal year. For purposes of this subsection
                           (ii)(b), the Determination Date shall mean the first
                           day of the fiscal year for which such computation
                           applies.


                                       4
<PAGE>

         (c)      Discretionary Bonus. The Board of Directors may, from time to
                  time, award the Employee an additional discretionary bonus
                  based upon such factors as the Board of Directors deems
                  appropriate. The Employer shall have no entitlement to such a
                  discretionary bonus until and unless so awarded by the Board
                  of Directors.

         (d)      Vacation. Employee shall receive four (4) weeks vacation time
                  per calendar year during the term of this Agreement in
                  addition to customary holidays afforded other employees of
                  Employer. Any unused vacation days in any calendar year may
                  not be carried over to subsequent years.

         (e)      Expenses. Employer shall reimburse Employee, within thirty
                  (30) days of its receipt of a reimbursement report from the
                  Employee, for all reasonable and necessary expenses incurred
                  by Employee on behalf of Employer.

         (f)      Benefit Plans. Employee shall have the option of participating
                  in such medical, dental, disability, hospitalization, life
                  insurance, stock option and other benefit plans (such as
                  pension and profit sharing plans) as Employer maintains from
                  time to time for the benefit of other senior executives of
                  Employer, on the terms and subject to the conditions set forth
                  in such plans.

         3.2      Effect of Termination or Change in Control. Except as
hereinafter provided, upon the termination of the employment of Employee
hereunder for any reason, Employee shall be entitled, to all compensation and
benefits earned or accrued under Section 31 as of the effective date of
termination (the "Termination Date"), but from and after the Termination Date no
additional compensation or benefits shall be earned by Employee hereunder.
Except upon termination by the Employer of the employment of the Employee
pursuant to the provisions of Section 2(ii) hereof, Employee shall be deemed to
have earned any Performance Bonus payable with respect to the fiscal year in
which the Termination Date occurs on a prorated basis (based on the number of
days in such calendar year through and including the Termination Date divided by
365). Any such Performance Bonus shall be payable on the date on which the
Performance Bonus would have been paid had Employee continued his employment
hereunder. In addition, the Employee and his eligible dependents shall be
entitled to receive at the sole cost of the Employer (A) the health insurance
benefits specified hereunder for a period of twelve (12) months following the
Termination Date (the "Continuation Period") and following such time period,
the Employee shall be entitled to all rights afforded to him under the Federal
Omnibus Reconciliation Act ("COBRA") to purchase continuation coverage of such
health insurance benefits for himself and his dependents for the maximum period
permitted by law, and the Employee shall be deemed to have elected to exercise
1-6s rights: under Cobra as of the first day of the Continuation Period, and (B)
the life insurance benefits specified hereinabove for the period of the
Continuation Period.


                                       5
<PAGE>

                  (i)      Immediately upon a Change in Control or upon
                           termination of this Agreement, pursuant to the
                           provisions of Sections 2 (i) or (iii) hereof, any
                           stock grants or options previously awarded to the
                           Employee, either by this Agreement or otherwise,
                           shall fully and completely vest and the Employee
                           shall be able to retain or obtain as the case may be,
                           such stock, as though there was no vesting period or
                           criteria of any kind or nature, with respect to such
                           stock. If stock options have previously been awarded
                           to the Employee, notwithstanding any terms and
                           conditions of such award or any plan pursuant to
                           which such stock options were awarded, the Employee
                           or his authorized representative shall have a period
                           of three (3) months from the Termination Date to
                           exercise any or all of such stock options and
                           acquire for his own benefit the shares of stock
                           covered by such stock options.

                  (ii)     Upon termination of the Agreement pursuant to the
                           terms of Section 2(ii) or (iv) hereof, all granted
                           but unvested, at the Termination Date, stock grants
                           or options shall be forfeited upon such termination;
                           provided that the Employee shall be able to retain or
                           exercise any rights for a period of one (1) month
                           after the Termination Date, notwithstanding the terms
                           and provisions of such stock options awarded or the
                           plan under which they were awarded, with respect to
                           any shares of stock granted or shares of stock
                           covered by stock options that have fully vested as of
                           the Termination Date.

         3.3      Loan Forgiveness on Change in Control. Immediately upon a
Change of Control, any balance of the "Loan", as defined in Section 4.2 hereof,
together with any accrued but unpaid interest thereon to the date of
forgiveness, shall be forgiven automatically without further action by the
Employer or the Employee, and in addition, Employer shall pay to Employee an
amount equal to the difference between (i) the actual federal, state and local
income taxes payable by Employee for the year in which the Loan is forgiven,
including for the purpose of such calculation the taxes resulting from the
inclusion in Employee's income of the gross up payments under this Section and
(ii) the amount of such taxes which would have been paid by Employee had the
Loan not been forgiven. In the event it is determined that any payment hereunder
is an "excess parachute payment" as defined in Section 280G of the Internal
Revenue Code of 1986, as amended, the Employer shall reimburse Employee for the
excise tax imposed under such section and in addition shall pay Employee an
amount equal to the additional federal, state and local income taxes payable or
paid by Employee for the year in which such payment is made to Employee,
including for the purpose of such calculation, the taxes resulting from the
inclusion in Employee's income of the gross up payments made under this
Section. The amounts payable to Employee hereunder shall be paid by Employer
within five business days after Employee submits a calculation of the amount
due to him under this Section, which statement may be an estimated statement
based upon the information available to Employee at the time the statement is
submitted. If payment is made by Employer based on such


                                       6
<PAGE>

estimated payment, Employee shall submit to Employer a final statement based
upon the Employee's tax return as filed for the year in question, which final
statement shall be submitted not later than 30 days after the date on which
Employee files his federal income tax return for such year. Such final
statement shall contain a reconciliation of to the estimated statement and
payment of the amounts due to or from Employee shall be paid within 3 days after
the final statement has been submitted.

         SECTION 4         COMMON STOCK.

         4.1      Term of Employment. So that Employee can share in the increase
in value of the business of Employer over time, Employee will be granted common
stock of Employer as follows;

                  (i)      Stock Grant. Under the Prior Agreement, and upon the
                           consummation of the public offering of Employer's
                           common stock ("IP0"), Employee has been granted that
                           number of shares of all classes of stock of the
                           Employer equal to one percent (1.0%) of the number of
                           shares of all classes of stock of the Employer
                           outstanding immediately upon consummation of the IPO.
                           Such shares fully and completely vested on the date
                           of issuance.

                  (ii)     Stock Splits and Recapitalization. The number of
                           shares of common stock granted hereby shall be
                           automatically adjusted to reflect any change in the
                           capitalization of the Employer, including, but not
                           limited to, such changes as stock dividends, stock
                           splits or recapitalizations. If any adjustment under
                           this Section would create the right of Employee to
                           acquire a fractional share of stock, such fractional
                           share shall be disregarded and the number of shares
                           of common stock subject to the grant shall be the
                           next higher number of whole shares of common stock,
                           rounding all fractions upward.

         4.2      Stock Loan.

                  (i)      In order to help the Employer pay any required
                           income taxes with respect to the stock granted to
                           the Employee pursuant to the provisions of Section
                           4.1 hereof, Employer has provided a loan (the "Loan")
                           in an amount equal to such income taxes, to be
                           interest only until June 30, 2005, to require
                           yearly payments of simple interest at the same
                           interest rate as the Employer incurs to borrow funds
                           from its institutional lenders, to be collateralized
                           only by the stock granted and the Employee otherwise
                           will not be personally obligated to repay the Loan;
                           provided that upon the


                                       7
<PAGE>

                           termination of this Agreement pursuant to the
                           provisions of Section 2(i) or (ii), the Loan shall be
                           fully paid off within three (3) months of the
                           Termination Date and upon the termination of this
                           Agreement pursuant to Section 2 (iii) or (iv) hereof,
                           the Loan shall be fully paid off within one (1) year
                           after the Termination Date and upon a Change in
                           Control, the Loan shall be forgiven as hereinabove
                           provided.

                  (ii)     To the extent that the Employee has not repaid the
                           entire principal balance of the Loan plus any
                           accrued interest thereon before June 30, 2005, the
                           Employee agrees to sell, as promptly as practicable,
                           a sufficient number of shares of Common Stock to
                           enable the Employee to repay the then remaining
                           outstanding balance (unpaid principal balance and
                           unpaid accrued interest from time to time, the
                           ("Unpaid Balance of the Loan")) of the Loan after any
                           taxes have been provided for (the "Required Number of
                           Shares"), subject to the following conditions and
                           requirements:

                           (A)      Such sales shall be made in a manner which
                                    shall reasonably not disrupt the orderly
                                    trading of Common Stock, either through open
                                    market or privately negotiated transactions
                                    as long as no sales shall be made at a price
                                    lower that 1/16 below, the last sales price
                                    of Common Stock publicly traded immediately
                                    prior to such sale even if such prohibition
                                    shall cause, a delay in Employee's
                                    compliance with his obligation to sell
                                    Common Stock as provided hereinabove;

                           (B)      If after June 30, 2005 the Employer proposes
                                    to register any of its securities under the
                                    Securities Act for sale to the public for
                                    its own account or for the account of other
                                    security holders or both, the Employer may,
                                    upon 30 days prior written notice to the
                                    Employee, require the Employee to include
                                    the Required Number of Shares in such
                                    offering and to sell such shares, as part of
                                    such offering. In such event, all of the
                                    costs of registering the Required Number of
                                    Shares, including but not limited to, all
                                    registration and filing fees, printing
                                    expenses, fees and disbursements of counsel
                                    and independent public accountants for the
                                    Employer; fees of the National Association
                                    of Securities Dealers, Inc., state Blue
                                    Sky fees and expenses, transfer taxes, fees
                                    of transfer agents and registrars and costs
                                    of insurance; and all underwriting discounts
                                    and selling


                                       8
<PAGE>

                                    commissions applicable to the sale of shares
                                    other than the Required Number of Shares,
                                    shall be paid by the Employer.
                                    Notwithstanding the above, the Employee
                                    shall pay all underwriting discounts and
                                    selling commissions directly payable with
                                    respect to the registration of the Required
                                    Number of Shares; or

                           (C)      If, as of December 31, 2005, Employee has
                                    not yet disposed of the Required Number of
                                    Shares, the Employer will repurchase from
                                    the Employee the Required Number of Shares
                                    at a per share price equal to 1/16 lower
                                    than the average of the closing sales price
                                    for the Common Stock as reported on the
                                    national stock exchange on which the
                                    Employer's stock trades for a ten (10) day
                                    period prior to the date of such sale to the
                                    Employer, provided, however, that such
                                    repurchase shall only be required if it can
                                    be effected in a manner that complies with
                                    all applicable securities laws.

         Notwithstanding anything contained herein to the contrary, the Employee
shall not be required to sell any of the Required Number of Shares unless the
net proceeds paid to the Employee as a result of such shares equals or exceeds
150% of the IPO Price per share.

         Nothing in this Section 4.2(ii) shall be construed to require the
Employee to sell common stock except in compliance with all applicable
securities laws. Any delay imposed due to compliance with requirements of
applicable securities laws shall suspend the Employee's obligation to sell
Common Stock as otherwise provided hereinabove.

         Lastly, notwithstanding anything to the contrary contained in this
Section 4.2(ii), the Employee shall have the right but not the obligation, at
any time and from time to time, to repay the Unpaid Balance of the Loan from his
personal resources.

         4.3      Securities Act. THE SHARES OF COMMON STOCK (THE "SHARES")
GRANTED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS,
THE SHARES ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE
ACT AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. THE SHARES
MAY NOT BE TRANSFERRED BY THE EMPLOYEE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL ACCEPTABLE TO EMPLOYER AND ITS COUNSEL, WHICH ACCEPTANCE
SHALL NOT BE UNREASONABLY WITHHELD, THAT SUCH REGISTRATION IS NOT REQUIRED.


                                       9
<PAGE>
         At such time as counsel for the Employee, which is acceptable to the
Employer, which acceptance shall not be unreasonably withheld, opines that the
aforementioned stock restriction and legend can be removed from the certificates
representing stock granted pursuant to Section 4.1 (i) hereof in accordance with
applicable securities law, the Employer agrees to delete any such legend from
the certificates representing such shares that have been so granted.

         SECTION 5.        PARTIAL RESTRAINT ON COMPETITION.


         5.1      Definitions. For the purposes of this Section 5, the following
definitions shall apply.

                  (a)      "Company Activities" means the business of
                           construction and maintenance of railway beds and
                           tracks; construction and maintenance of elevated rail
                           systems and structures; construction and maintenance
                           of railway switching and signaling equipment,
                           distributorships and supply in the field of rail and
                           railway construction materials; distributorships and
                           supply in the field of electromechanical controls for
                           use in the railroad industry, namely, railway
                           switching equipment and railway signaling equipment;
                           and design for others in the field of railroad
                           industry, namely, engineering design of rail and
                           railway related structures and equipment or any other
                           business of the Employer and its consolidated (for
                           financial accounting purposes) subsidiaries (the
                           "Consolidated Group") which said entities are engaged
                           in on the Termination Date as long as such business
                           generated gross sales of at least 10% or more of the
                           total gross sales of the Consolidated Group for the
                           most recent fiscal year of the Employer before or on
                           the Termination Date.

                  (b)      "Competitor" means any business, individual,
                           partnership, joint venture, association, firm,
                           corporation or other entity, other than the Employer
                           or its affiliates or subsidiaries, engaged, wholly or
                           partly, in Company Activities.

                  (c)      "Competitive Position" means (i) having any financial
                           interest in a Competitor, including but not limited
                           to, the direct or indirect ownership or control of
                           all or any portion of a Competitor, or acting as a
                           partner, officer, director, principal, agent or
                           trustee of any Competitor or (ii) engaging in any
                           employment or independent contractor arrangement,
                           business or other activity with any Competitor
                           whereby Employee will serve such Competitor in any
                           senior managerial capacity.


                                       10
<PAGE>

                  (d)      "Confidential Information" means any confidential,
                           proprietary business information or data belonging to
                           or pertaining to Employer that does not constitute a
                           "Trade Secret" (as hereinafter defined) and that is
                           not generally known by or available through legal
                           means to the public, including, but not limited to,
                           information regarding Employer's customers or
                           actively sought prospective customers, acquisition
                           targets, suppliers, manufacturers and distributors
                           gained by Employee as a result of his employment with
                           Employer but shall include any information known by
                           the Employee before March 1, 1998.

                  (e)      "Customer" means actual customers or actively sought
                           prospective customers of Employer during the Term.

                  (f)      "Noncompete Period" or "Nonsolicitation Period" means
                           the period beginning the date hereof and ending on
                           the second anniversary of the termination of
                           Employee's employment with Employer; provided that
                           such Noncompete Period or Nonsolicitation Period
                           shall end on the Termination Date in the event this
                           Agreement is terminated pursuant to the provisions of
                           Section 2(iii) hereof and, provided further, that the
                           Noncompete Period or Nonsolicitation Period may be
                           shortened at the discretion of the Board of Directors
                           of Employer.

                  (g)      "Territory" means the area within a one hundred (100)
                           mile radius of any corporate office or job site of
                           Employer or any of its subsidiaries, affiliates or
                           divisions.


                                       11
<PAGE>

                  (h)      "Trade Secrets" means information or data of or about
                           Employer, including but not limited to technical or
                           non-technical data, formulas, patterns, compilations,
                           programs, devices, methods, techniques, drawings,
                           processes, financial data, financial plans, products
                           plans, or lists of actual or potential customers,
                           clients, distributees or licensees, information
                           concerning Employer's finances, services, staff,
                           contemplated acquisitions, marketing investigations
                           and surveys, that are not generally known to, and/or
                           are not readily ascertainable by legal means by,
                           other persons.

                  (i)      "Work Product" means any and all work product
                           property, data documentation or information of any
                           kind prepared, conceived, discovered, developed or
                           created by Employee for Employer or its Affiliates,
                           or any of Employer's or its affiliates' clients or
                           customers for utilization in Company Activities, not
                           generally known by or not readily ascertainable by
                           proper means by other persons who can obtain economic
                           value from their disclosure or use.

         5.2      Trade Name and Confidential Information.

                  (a)      Employee hereby agrees that (i) with regard to each
                           item constituting all or any portion of the Trade
                           Secrets and Confidential Information, at all times
                           during the Term and all times during which such item
                           continues to constitute a Trade Secret or
                           Confidential Information, respectively:

                           (i)      Employee shall not, directly or by assisting
                                    others own, manage, operate, join, control
                                    or participate in the ownership, management,
                                    operation or control of, or be connected in
                                    any manner with, any business conducted
                                    under any corporate or trade name of
                                    Employer or name confusingly similar
                                    thereto, without the prior written consent
                                    of Employer;

                           (ii)     Employee shall hold in confidence all Trade
                                    Secrets and all Confidential Information and
                                    will not, either directly or indirectly,
                                    use, sell, lend, lease, distribute, license,
                                    give, transfer, assign, show, disclose,
                                    disseminate, reproduce, copy, appropriate or
                                    otherwise communicate any Trade Secrets or
                                    Confidential Information, without the prior
                                    written consent of Employer; and


                                       12
<PAGE>

                           (iii)    Employee shall immediately notify Employer
                                    of any unauthorized disclosure or use of any
                                    Trade Secrets or Confidential Information
                                    of which Employee becomes aware. Employee
                                    shall assist Employer, to the extent
                                    necessary, in the procurement or any
                                    protection of Employer's rights to or in
                                    any of the Trade Secrets or Confidential
                                    Information.

                  (b)      Upon the request of Employer and, in any event, upon
                           the termination of Employee's employment with
                           Employer, Employee shall deliver to Employer all
                           memoranda, notes, records, manuals and other
                           documents, including all copies of such materials and
                           all documentation prepared or produced in connection
                           therewith, pertaining to the performance of
                           Employee's services hereunder or Employer's business
                           or containing Trade Secrets or Confidential
                           Information, whether made or complied by Employee or
                           furnished to Employee from another source by virtue
                           of Employee's employment with Employer.

                  (c)      To the greatest extent possible, all Work Product
                           shall be deemed to be "work made for hire" (as
                           defined in the Copyright Act, 17 U.S.C.A. ' ' 101 et
                           seq., as amended) and owned exclusively by Employer.
                           Employee hereby unconditionally and irrevocably
                           transfers and assigns to Employer all rights, title
                           and interest Employee may have in or to any and all
                           Work Product, including, without limitation, all
                           patents, copyrights, trademarks, service marks and
                           other intellectual property rights. Employee agrees
                           to execute and deliver to Employer any transfers,
                           assignments, documents or other instruments which
                           Employer may deem necessary or appropriate to vest
                           complete title and ownership of any and all such Work
                           Product, and all rights therein, exclusively in
                           Employer.

         5.3      NONCOMPETITION.

                  (a)      The parties hereto acknowledge that Employee is
                           conducting Company Activities throughout the
                           Territory. Employee acknowledges that to protect
                           adequately the interest of Employer in the business
                           of Employer it is essential that any noncompete
                           covenant with respect thereto cover all Company
                           Activities and the entire Territory.

                  (b)      Employee hereby agrees that, during the Term and the
                           Noncompete Period, Employee will not, in the
                           Territory, either directly or indirectly,


                                       13
<PAGE>

                           alone or in conjunction with any other party, accept,
                           enter into or take any action in conjunction with or
                           in furtherance of a Competitive Position with
                           Employer. Employee shall notify Employer promptly in
                           writing if Employee receives an offer of a
                           Competitive Position during the Noncompete Term, and
                           such notice shall describe all material terms of such
                           offer.

         Nothing contained in this Section 5 shall prohibit Employee from
acquiring not more than five percent (5%) of any Competitor, or from acquiring
any percentage of any company which is non-competitive with Employer, whose
common stock is publicly traded on a national securities exchange or in the
over-the-counter market.

         5.4      NONSOLICITATION DURING EMPLOYMENT TERM. Employee hereby agrees
that Employee will not, during the Term, either directly or indirectly, alone or
in conjunction with any other party:

                  (a)      solicit, divert or appropriate or attempt to solicit,
                           divert or appropriate, any Customer for the purpose
                           of providing the Customer with services or products
                           competitive with those offered by Employer during the
                           Term, or

                  (b)      solicit or attempt to solicit any officer, director,
                           employee, consultant, contractor, agent, lessor,
                           lessee, licensor, licensee, supplier or any
                           shareholder of any of the Founding Companies or other
                           personnel of Employer or any of its affiliates or
                           subsidiaries to terminate, alter or lessen that
                           party's affiliation with Employer or such affiliate
                           or subsidiary or to violate the terms of any
                           agreement or understanding between such employee,
                           consultant, contractor or other person and Employer.

         5.5      NONSOLICITATION DURING NONSOLICITATION PERIOD. Employee hereby
agrees that Employee will not, during the Nonsolicitation Period, either
directly or indirectly, alone or in conjunction with any other party:

                  (a)      solicit, divert or appropriate or attempt to solicit,
                           divert or appropriate, any Customer for the purpose
                           of providing the Customer with services or products
                           that qualify as Company Activities during the Term;
                           provided, however, that the covenant in this clause
                           shall limit Employee's conduct only with respect to
                           those Customers with whom Employee had substantial
                           contact (through direct or supervisory interaction
                           with the Customer or the Customer's account) during a
                           period of time up to but no greater than two (2)
                           years prior to the last day of the Term; or


                                       14
<PAGE>

                  (b)      solicit or attempt to solicit any officer, director,
                           employee, consultant, contractor, agent, lessor,
                           lessee, licensor, licensee, supplier or any
                           shareholder of any of the Founding Companies or other
                           personnel of Employer or any of its affiliates or
                           subsidiaries residing at the time of the solicitation
                           in the Territory to terminate, alter or lessen that
                           party's affiliation with Employer or such affiliate
                           or subsidiary or to violate the terms of any
                           agreement or understanding between such employee,
                           consultant, contractor or other person and Employer.
                           For purposes of this clause (b), employees,
                           consultants, contractors, or other personnel are
                           those with knowledge of or access to Trade Secrets
                           and Confidential Information of the Employer.

         5.6      Binding Arbitration. The parties shall refer any dispute as to
whether or not the Employee has violated the provisions of this Section 5 to a
mediator and, in the event that mediation is unsuccessful, such dispute shall be
resolved by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The arbitrator shall be selected
by the mediator. The cost of the mediator and, if necessary, the arbitrator and
all other costs of the mediation and, if necessary, the arbitration shall be
split equally between the Employee and the Employer, except for attorneys fees
which shall be paid by the party employing such attorney.

         SECTION 6.        MISCELLANEOUS.

         6.1      Severability. The covenants in this Agreement shall be
construed as covenants independent of one another and as obligations distinct
from any other contract between Employee and Employer.

         6.2      Survival of Obligations. The covenants in Section 5 of this
Agreement shall survive termination of Employee's employment, except in the case
of termination of this Agreement pursuant to the provisions of Section 2(iii)
hereof, in which case they shall terminate also and have no further force or
legal effect as of the Termination Date.


                                       15
<PAGE>

         6.3      Notices. Any notice or other document to be given hereunder by
any party hereto to any other party hereto shall be in writing and delivered in
person or by courier, by telecopy transmission or sent by any express mail
service, postage or fees prepaid at the following addresses:

         EMPLOYER

         RailWorks Corporation
         6225 Smith Avenue, Suite 200
         Baltimore, MD 21209
         Attention: RailWorks Chief Executive Officer
         Telecopy No.: (410) 580-6099

         EMPLOYEE

         Mr. John Kennedy
         561 Brentwater Road
         Camp Hill, PA 17011

or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.

         6.4      Binding Effect. This Agreement ensures to the benefit of, and
is binding upon, Employer and their respective successors and assigns, and
Employee, together with Employee's executor, administrator, personal
representative, heirs, and legatees.

         6.5      Entire Agreement. This Agreement is intended by the parties
hereto to be the final expression of their agreement with respect to the subject
matter hereof and is the complete and exclusive statement of the terms thereof,
notwithstanding any representations, statements or agreements to the contrary
heretofore made. This agreement supersedes and terminates all prior employment
and compensation agreements, arrangements and understandings between or among
Employer and Employee, including, without limitation, the Prior Agreement. This
Agreement may be modified only by a written instrument signed by all of the
parties hereto.

         6.6      Governing Law. This Agreement shall be deemed to be made in,
and in all respects shall be interpreted, construed, and governed by and in
accordance with, the laws of the State of Maryland. No provision of this
Agreement shall be construed against or interpreted to the disadvantage of any
party hereto by any court of other governmental or judicial authority or by any
board of arbitrators by reasons of such party or its counsel having or being
deemed to have structured or drafted such provision.


                                       16
<PAGE>

         6.7      Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         6.8      Specific Performance. Each party hereby agrees that any remedy
at law for any breach of provisions contained in this Agreement shall be
inadequate and that the other parties hereto shall be entitled to specific
performance and any other appropriate injunctive relief in addition to any other
remedy such party might have under this Agreement or at law or in equity.

         6.9      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

         6.10     Other Employment Agreements. Without the prior written consent
of Employee, no person that is subsequently hired by RailWorks in a position
comparable to the position held by Employee shall be offered an employment:
agreement that contain benefits that are more favorable to such person than the
terms contained herein.

SIGNATURES APPEAR ON THE NEXT PAGE


                                       17
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                             EMPLOYER

                                             RAILWORKS CORPORATION



                                             By:  /s/ John G Larkin  (SEAL)
                                                 ------------------
                                                 John G Larkin
                                                 Chief Executive Officer

                                             EMPLOYEE



                                             /s/ John Kennedy    (SEAL)
                                             ----------------
                                             John Kennedy


                                       18