<PAGE>   1
                                                                  EXHIBIT 10.33



                              EMPLOYMENT AGREEMENT


                  THIS AGREEMENT ("Agreement") is made and entered into as of
this 7th day of January 1999, by and between Robert D. Wolff, an individual
resident of the State of Utah ("Employee"), and MidWest Railroad Construction
and Maintenance Corporation of Wyoming ("Employer"), a wholly owned subsidiary
of RailWorks Corporation ("RailWorks"), a Delaware corporation, and RailWorks.

                              W I T N E S S E T H

                  WHEREAS, pursuant to an acquisition that became effective on
the date of this Agreement (the "Acquisition"), Employer became a wholly owned
subsidiary of RailWorks;

                  WHEREAS, as a condition to the Acquisition, Employee agreed
to enter into this Agreement; and

                  WHEREAS, Employer and RailWorks each desires to employ
Employee, and Employee desires to be employed by each of Employer and
RailWorks, on the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the premises and the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:

                  Section 1.        Employment.

                  Subject to the terms hereof, Employer hereby employs
Employee, and Employee hereby accepts such employment as his primary
employment. Employee will serve as Chief Executive Officer of Employer or in
such other capacity as the Board of Directors of Employer and Employee shall
agree from time to time and will have duties and responsibilities customarily
assigned to a person with such title within Employer's industry. Although
Employee's primary employment responsibilities are with Employer, Employee will
also serve as Vice-President - Western Track Construction and Maintenance for
RailWorks and will coordinate, develop and expand RailWorks' track contracting
operations west of the Mississippi River and perform such other duties as the
Board of Directors of RailWorks may hereafter from time to time determine. From
time-to-time, Employee may, at the request of the Board of Directors of
RailWorks, perform services for certain other subsidiaries of RailWorks.
Employee agrees to devote his full business time and best efforts to the
performance of the duties that Employer or RailWorks may assign Employee from
time to time.

                  Section 2.        Term of Employment.

                  2.1      The term of Employee's employment hereunder (the
"Initial Term") shall
<PAGE>   2

be from the date hereof until the earlier of (a) the third anniversary of the
date of this Agreement or (b) 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) 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; or

                           (ii)     The termination by Employer of Employee's
employment hereunder, upon seven (7) days prior written notice to Employee,
which termination may be for (A) for "Cause", as determined by the Board of
Directors of Employer in accordance with the terms hereof or, (B) subject to
Section 2.4, for any reason other than Cause or no reason at all. For purposes
of this Agreement, "Cause" for termination of Employee's employment shall exist
(V) if Employee is convicted of, pleads guilty to, or confesses to any felony
or any act of fraud, misappropriation or embezzlement, (W) if Employee has
engaged in a dishonest act to the material damage or prejudice of Employer or
RailWorks or its subsidiaries, or in conduct or activities materially damaging
to the property, business, or reputation of Employer or RailWorks or its
subsidiaries, (X) if Employee violates any of the provisions contained in
Section 4 of this Agreement, after receiving written notice from Employer
specifically outlining the alleged violations by the Employee of Section 4
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 Employer
of such written notice or (2) the Employee prevails in 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 provision
of Section 4.5 hereof; or (Y) Employee willfully breaches or habitually
neglects the duties he is required to perform hereunder, or (Z) or Employee
performs such duties in a negligent manner, provided that Employee has received
written notice from Employer on at least one prior occasion detailing negligent
conduct by Employee and that negligent conduct (related to or similar to the
conduct contained in the written notice) occurs after the Employer's receipt of
written notice.

                           (iii)    The termination of the employment by 
Employee for Good Cause (as defined). "Good Cause" shall be defined as (A) any
material and adverse change in the position or duties of the Employee or (B)
relocation of the primary office of Employer to a location over 60 miles from
its current location (a "Relocation"). RailWorks agrees to reimburse Employee
for reasonable moving expenses incurred in connection with the relocation of
Employee following any Relocation of Employer.

                  2.2      Successive Terms. After the Initial Term, this
Agreement shall continue upon a year-to-year basis (the "Successive Terms";
together with the Initial Term, the "Term") unless terminated by either the
Employer or the Employee upon written notice to the other at least ninety (90)
days before the expiration of the then current Term.
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                  2.3      Retirement. Notwithstanding the provisions of
Sections 2.1 and 2.2, Employee may retire upon reaching age 65, or any time
thereafter, at his or her election, provided that Employee gives Employer and
RailWorks six (6) months advance written notice of such election and the date
of such retirement.

                  2.4      Termination During the Earn-Out. Capitalized terms
used in this section but not defined herein shall have the meaning ascribed to
them in the Stock Purchase Agreement dated January 7, 1999 between RailWorks,
Employer and Employee. During any Annual Period in which the Employee is
eligible to receive an Earn-Out Payment, Employee may be terminated pursuant to
Section 2.1(b)(ii)(B) hereof only if Employer's EBITDA for the full year
preceding the termination was below the amount necessary for the Stockholders
to receive an Earn-Out Payment of at least $450,000.

                  Section 3.        Compensation.

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

                  (a)      Salary. During the Initial Term, Employee will be
paid a salary (the "Salary"), that shall be no less than $135,000 per annum,
less deductions and withholdings required by applicable law. Thereafter, and
during the Successive Terms, Employee will be paid a salary (the "Successive
Terms Salary") determined in good faith negotiations between Employer and
Employee. The Salary and Successive Terms Salary shall be paid to Employee in
equal monthly installments (or on such more frequent basis as other executives
of Employer are compensated). The Salary and Successive Terms Salary shall be
reviewed by the Board of Directors of RailWorks on at least an annual basis and
may be increased but not decreased as a result of such review.

                  (b)      Performance Bonuses. In addition to the Salary and
the Successive Terms 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 after the year ended December 31, 1998, equal to the
aggregate amount determined by the bonus formulas delineated herein 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 Bonus is
attributable.

                  Employee shall have the option with regard to any amount due
to him as part of the Performance Bonus, to direct RailWorks to make
distribution of all or any part of such bonus to any employee or employees of
Employer, or any entity established solely for the benefit of such employee or
employees, as determined in the Employee's sole discretion. At least thirty
<PAGE>   4

(30) days prior to the intent to direct such bonus, RailWorks shall advise the
Employee in writing of the amount due the Employee under the bonus pool and the
Employee shall have ten (10) days from such date in which to advise RailWorks
in writing of his intent to distribute all or any portion of such bonus to any
such person. In the event of such written notification, RailWorks hereby agrees
to so distribute the bonus. Absent such written notification, the bonus shall
be payable in full to the Employee as described herein.

                  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 RailWorks, a
portion of the bonus pool (the "First Bonus Pool") as determined by the Board
of Directors of RailWorks, as set forth in this section. The First Bonus Pool
will consist of ten percent (10%) of pre-tax income (computed before
performance or other periodic bonuses for any of the employees of RailWorks and
any of its consolidated subsidiaries) on a consolidated basis for financial
accounting basis based upon applying generally accepted principles and
generally accepted auditing standards on a consistent basis. This bonus shall
be calculated by the independent certified public accountant regularly employed
by RailWorks (the "CPA") applying such generally accepted accounting principles
and generally accepted auditing standards on a consistent basis. The Employer's
portion ("Employer First Bonus Pool") of the First Bonus Pool shall be equal to
the percentage of the Employer's contribution to the operating income of
RailWorks, as determined by the CPA. Ten percent (10%) of the Employer First
Bonus Pool (i.e., one percentage point of the First Bonus Pool) will be
allocated by the Board of Directors of RailWorks to employees of RailWorks'
corporate offices. Forty (40%) will be allocated to Employee. The remainder of
the Employer First Bonus Pool shall be allocated as designated by the Board of
Directors of Employer.

Plus

                           (ii)     For each fiscal year of RailWorks, a
portion of the bonus pool (the "Second Bonus Pool") as determined by the Board
of Directors of RailWorks, as set forth in this section. The Second Bonus Pool
for each fiscal year of RailWorks will consist of five percent (5%) of the
excess of (a) the consolidated after tax net income of RailWorks 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 RailWorks 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 RailWorks and
its consolidated subsidiaries for such fiscal year. For purposes of this
subsection (ii)(b), the Determination Date shall mean the date of this
Agreement and thereafter shall be the first day of the fiscal year for which
such computation applies. This bonus shall be calculated by the CPA applying
such generally accepted accounting principles and generally accepted auditing
standards on a consistent basis. The Employer's portion ("Employer Second Bonus
Pool") of the Second Bonus Pool shall be equal to the percentage of the
Employer's contribution to the
<PAGE>   5

operating income of RailWorks, as determined by the CPA. The Second Bonus Pool
shall be allocated as designated by the Board of Directors of Employer.

                  (c)      RailWorks' Stock Options. For each of the calendar
years 1999, 2000 and 2001 RailWorks, shall grant Employee options to purchase
one (1) share of Common Stock $.01 par value (the "Common Stock") of RailWorks
for every $100 that the gross profit of RailWorks' track contracting operations
west of the Mississippi River (other than Merit Railroad) exceeds the Target
Gross Profit. Target Gross Profit shall mean gross profit of said territory
calculated by RailWorks in accordance with GAAP, consistently applied, of
$7,000,000 for 1999, $7,700,000 for 2000 and $8,470,000 for 2001. The exercise
price for the shares of Common Stock shall be the average closing price of the
Common Stock for the last ten (10) trading days of the year for which the
options are being awarded. The options shall vest on the first anniversary of
the date on which they are granted and shall expire on the tenth anniversary of
such date. The options shall be deemed granted on the last day of the year for
which the options are being awarded. The options are subject to the terms of
the RailWorks 1998 Employee Stock Option Plan.

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

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

                  (f)      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 at the request
of and on behalf of Employer or RailWorks.

                  (g)      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
employees of RailWorks on the terms and subject to the conditions set forth in
such plans.

                  3.2      Effect of Termination. 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 3.1 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. Notwithstanding
any of the foregoing, in the event that the employment of Employee is
terminated by Employer pursuant to Section 2.1(b)(ii)(B) or 2.1(b)(iii),
Employer shall pay as severance pay to Employee all remaining amounts due to
Employee for the remainder of the Initial Term or the then current
<PAGE>   6

Successive Term pursuant to Section 3.1(a), which payments shall be made when
due in accordance with such section. The Employee and his eligible dependents
shall be entitled to receive at the sole cost of the Employer the health
insurance benefits generally made available to persons in similar positions
within RailWorks for a period of six (6) 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
his rights under Cobra as of the first day of the Continuation Period.

                           (i)      Upon termination of this Agreement pursuant
to the provisions of Sections 2.1(b)(i), 2.1(b)(ii)(B) or 2.1(b)(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 (i) a period of three (3) months from the Termination
Date to exercise any or all stock options that, as of the date of their grant,
were intended to satisfy the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, and acquire for his own benefit the shares of
stock covered by such stock options, and (ii) a period of one (1) year from the
Termination Date to exercise any or all other 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 2.1 (b)(ii)(A) hereof, all granted but unvested, at the
Termination Date, stock grants and/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.

                  Section 4.        Noncompetition and Nonsolicitation During
Employment.

                  4.1      Definitions. For the purposes of this Section 4, 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.
<PAGE>   7

                  (b)      "Competitor" means any business, individual,
partnership, joint venture, association, firm, corporation or other entity,
other than the RailWorks or Employer or their 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.

                  (d)      "Confidential Information" means any confidential,
proprietary business information or data belonging to or pertaining to
RailWorks or Employer or their subsidiaries 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 RailWorks' or the Employer's or their subsidiaries'
customers or actively sought prospective customers, acquisition targets,
suppliers, manufacturers and distributors gained by Employee as a result of his
employment with Employer.

                  (e)      "Customer" means actual customers or actively sought
prospective customers of RailWorks or Employer or their affiliates or
subsidiaries.

                  (f)      "Territory" means the United States of America west
of the Mississippi River.

                  (g)      "Trade Secrets" means information or data of or
about RailWorks or Employer or their affiliates or subsidiaries, 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
RailWorks' or Employer's or their affiliates or subsidiaries' finances,
services, staff, contemplated acquisitions, marketing investigations and
surveys, that are not generally known to, and/or are not readily ascertainable
by proper means by, other persons.

                  (h)      "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 RailWorks or its subsidiaries
or affiliates, or any of RailWorks' 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.

                  4.2      Trade Name and Confidential Information.

                  (a)      Employee hereby agrees that, except as required in
the performance of his duties hereunder, with regard to each item constituting
all or any portion of the Trade Secrets and
<PAGE>   8

Confidential Information, at all times during the Term:

                           (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
RailWorks;

                           (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 RailWorks; and

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

                  (b)      Upon the request of RailWorks or 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 RailWorks' 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.

                  4.3      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 for
period of one year thereafter, Employee will not, in the Territory, either
directly or indirectly, alone or in
<PAGE>   9

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 Term, and such notice shall describe
all material terms of such offer.

                  Nothing contained in this Section 4 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
RailWorks, whose common stock is publicly traded on a national securities
exchange or in the over-the-counter market.

                  4.4      Nonsolicitation. Employee hereby agrees that
Employee will not, during the Term and for a period of one year thereafter,
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 RailWorks
during the Term, or

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

                  4.5      Binding Arbitration. The parties shall refer any
dispute as to whether or not the Employee has violated the provisions of this
Section 4 to a mediator and, in the event that mediation is unsuccessful, such
dispute shall be resolved by binding arbitration before one arbitrator selected
by, and in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. 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 5.        Miscellaneous.

                  5.1      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. Any claim that
Employee may have against Employer shall not constitute a defense to
enforcement by Employer of this Agreement.

                  5.2      Survival of Obligations. The covenants in Section 4
of this Agreement shall survive termination of Employee's employment, except in
the case of termination of this Agreement pursuant to the provisions of
Sections 2.1 (iii) hereof, in which case they shall terminate also and have no
further force or legal effect as of the Termination Date.
<PAGE>   10

                  5.3      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

                           c/o RailWorks Corporation
                           1104 Kenilworth Drive, Suite 301
                           Baltimore, Maryland 21204
                           Attention:    John G. Larkin
                           Telecopy No.: (410) 825-6920

                           Employee

                           Robert D. Wolff
                           1525 Beck Street
                           Salt Lake City, Utah

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.

                  5.4      Binding Effect. This Agreement inures 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.

                  5.5      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, except for the rights and obligations
of the parties under the Stock Purchase Agreement dated January 7, 1999, which
rights and obligations shall not be diminished by any portion of this
Agreement. In the case of any conflict between this Agreement and the Stock
Purchase Agreement, the latter agreement shall take precedence. This Agreement
may be modified only by a written instrument signed by all of the parties
hereto.

                  5.6      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 without regard to the
conflicts of law provisions thereof. No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority or by any board of
arbitrators by reason
<PAGE>   11

of such party or its counsel having or being deemed to have structured or
drafted such provision.

                  5.7      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.

                  5.8      Specific Performance. Each party hereto hereby
agrees that any remedy at law for any breach of the 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.

                  5.9      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.


                         [Signatures on following page]
<PAGE>   12

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


                                      MIDWEST RAILROAD CONSTRUCTION AND
                                      MAINTENANCE CORPORATION OF WYOMING



                                      By: /s/ Robert D. Wolff
                                         --------------------------------------
                                      Name:   Robert D. Wolff
                                      Title:  Chief Executive Officer


                                      RAILWORKS CORPORATION



                                      By: /s/ Michael R. Azarela
                                         --------------------------------------
                                      Name:   Michael R. Azarela
                                      Title:  Executive Vice-President



                                      /s/ Robert D. Wolff
                                      -----------------------------------------
                                      ROBERT D. WOLFF