<PAGE>

                                                                   EXHIBIT 10.84

                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") effective as of the
1st day of January, 2002, between RailAmerica, Inc., a Delaware corporation (the
"Company"), having an office at Boca Raton, Florida, and Gary M. Spiegel (the
"Executive"). This Agreement supercedes and replaces that certain letter
agreement by and between the Company and the Executive (the "Prior Agreement")
dated August 4, 2000 by the Company and signed August 10, 2000 by the Executive,
in its entirety. As of the effective date of this Agreement, the Prior Agreement
shall have no force or effect.

      WHEREAS, the Company believes it is in the best interests of the Company
and its subsidiaries and affiliates (collectively, the "Consolidated Group") to
continue to employ the Executive, and the Executive desires to continue to be
employed by the Company; and

      WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") has approved of the terms of this
Agreement as of the date set forth above; and

      WHEREAS, the Company and the Executive desire to set forth the terms and
conditions on which the Executive shall be employed by the Company and provide
his services to the Consolidated Group.

      NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:

      1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions hereinafter
set forth,

      2. Term. Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period commencing as of January 1, 2002 and ending December 31, 2003 (the
"Employment Period"). The Employment Period shall be extended automatically for
one (1) year periods after the initial term under this Agreement and after the
end of each one-year period thereafter, so that there shall be successive
one-year terms of employment under this Agreement commencing on January 1, 2004,
unless the Company or the Executive gives written notice of non-extension to the
other party not less than three hundred sixty-five (365) days prior to the end
of the Employment Period. References herein to the "Employment Period" shall
refer to both the initial term and each successive one-year term for which this
Agreement is extended.

      3. Base Salary. The Executive shall be entitled to receive a base salary
from the Company during the Employment Period (the "Base Salary") at the rate of
Three Hundred Seventy-Five Thousand Dollars ($375,000) per annum. The Base
Salary shall be payable in accordance with the current normal payroll policies
of the Company, which policies may be changed by the Company from time to time
in its sole discretion, and shall be subject to all appropriate withholding
taxes. The Base Salary shall be subject to annual reviews and upward
adjustments, in the sole discretion of the Committee. An adjustment to the Base
Salary shall not

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be deemed a modification, amendment or waiver of this Agreement except as the
term "Base Salary" is used in this Agreement; all other provisions of this
Agreement shall, in that case, remain in full force and effect.

      4. General Bonuses. The Executive shall participate, with respect to each
full fiscal year during the Employment Period, in the Company's Management
Incentive Program (the "MIP"), which shall remain in effect during the entire
Employment Period, subject to such amendments, modifications, supplements or
other changes as shall be determined at any time, or from time to time, by the
Committee.

      5. Benefits.

            (a) Vacation. For each twelve-month period from January 1 to
December 31 during the Employment Period, the Executive shall be entitled to
four (4) weeks of vacation without loss of compensation or other benefits to
which he is entitled under this Agreement, to be taken at such times as the
Executive may select and the affairs of the Consolidated Group may permit.
Vacation may be carried over from year-to-year with the advance approval of the
Chief Executive Officer of the Company. Vacation entitlement unused at the end
of the Employment Period shall expire.

            (b) Executive Benefit Programs. Without limiting the compensation or
other benefits to which the Executive may be entitled pursuant to any other
provision of this Agreement, during the Employment Period the Executive shall be
entitled to participate in any pension, retirement, insurance or other employee
benefit plan that is maintained at that time by the Company for its employees
generally, including, without limitation, programs of life, disability, basic
medical and dental and supplemental medical and dental insurance. The Executive
shall be entitled to the benefits under this Section on terms at least as
favorable as those granted to other employees of the Consolidated Group.
Notwithstanding the foregoing, during the Employment Period the Executive shall
at all times be entitled to the following minimum benefits:

                  (i) Medical and dental insurance for himself and his family,
that is additional to any medical and dental insurance provided to him as part
of a program provided by the Company to its employees generally, including
supplemental coverage for any co-payments and deductibles; provided, however,
that the annual premiums, fees and other costs paid by the Company for such
insurance for the Executive and his family shall not exceed Ten Thousand Dollars
($10,000.00);

                  (ii) Long-term disability insurance for himself; provided,
however, that the annual premiums, fees and other costs paid by the Company for
such insurance for the Executive shall not exceed Ten Thousand Dollars
($10,000.00). It is the intent of the parties that the Executive's long-term
disability benefits approximate fifty percent (50%) of the then-current Base
Salary at all times during the Employment Period if such long-term disability
insurance in such amount is then reasonably available for an annual premium,
fees and other costs paid by the Company not to exceed Ten Thousand Dollars
($10,000.00);


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                  (iii) Term life insurance on the life of the Executive in the
benefit amount of One Million Dollars ($1,000,000.00), with the beneficiaries
thereof designated by the Executive;

                  (iv) Directors' and Officers' Liability Insurance, if
reasonably available, provided that the terms and amounts of such insurance
shall be subject to approval by the Board;

                  (v) Indemnification by the Company to the fullest extent
permitted by law;

                  (vi) Advancement or reimbursement of funds for all reasonable
travel, entertainment and miscellaneous expenses incurred by the Executive in
connection with the performance of his duties under this Agreement; provided,
however, that the Executive properly accounts for such expenses to the Company
in accordance with the Company's practices; and

                  (vii) An annual allowance of $25,000 fully grossed-up for
applicable taxes imposed on the Executive as a result of receiving the benefit
provided in this Section 5(b)(vii), in lieu of such benefits including, but not
limited to, automobile expenses, country club memberships, and financial and
estate planning. The allowance shall accrue to the Executive in twelve (12)
equal monthly installments, on the first day of each calendar month. The
Executive shall not be required to account to the Company for any expenses
relating to the allowance.

      6. Duties. During the Employment Period:

            (a) The Executive agrees to serve as Executive Vice President and
Chief Operating Officer, North American Rail Division, and to serve in such
other positions with the Company and the other members of the Consolidated Group
with such other titles as the Board or Chief Executive Officer may from time to
time determine. The Executive shall exercise such powers and comply with and
perform such directions and duties in relation to the business and affairs of
the Consolidated Group as may from time to time be vested in or requested by the
Board and shall use his best efforts to improve and extend the businesses of the
Consolidated Group. The Executive shall at all times report to, and his
activities shall at all times be subject to the direction and control of, the
Chief Executive Officer.

            (b) The Executive shall devote all of his business and professional
time, energy and skill to the service of the Consolidated Group and the
promotion of its interests and shall use his best efforts in the performance of
his duties hereunder. Subject to the restrictions of Section 10, the Executive
may, however, devote an appropriate amount of time to directorships in other
profit and non-profit corporations, participation in professional organizations,
management of purely passive personal and family investments (including, without
limitation, in the capacity of a trustee, executor or guardian for family
members) and participation in community, civic and charitable activities;
provided, however, that these matters and the amount of time devoted to them
shall not conflict with or impair the Executive's performance of his duties to
the Consolidated Group in any material way and shall not in the aggregate, on
average, involve more than five (5) hours of the Executive's time per week. The
Executive agrees to abide by all By-laws, rules and regulations established from
time to time by the Company, a


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majority of its shareholders and/or the Board; and all commissions, fees or
other income earned and received by the Executive, in furtherance of the
business of the Consolidated Group, from any person other than the Company shall
be accepted by the Executive for the account of the Company.

      7. Confidentiality.

            (a) General. In the course of the Executive's relationship with the
Consolidated Group, some or all of the members of the Consolidated Group have
disclosed or made known, or may disclose or make known, to the Executive, and
the Executive has been or may be given access to or may become acquainted with,
certain information, trade secrets or both, relating to or useful in one or more
of the businesses of the Consolidated Group (collectively "Information"), and
which the Company considers proprietary and desires to maintain confidential.

      As a material inducement to the Company to enter into this Agreement, the
Executive covenants and agrees that, during the Employment Period and at all
times thereafter, the Executive shall not in any manner, either directly or
indirectly, divulge, disclose or communicate to any person or entity, except to
or for the benefit of the Consolidated Group or as directed by the Chief
Executive Officer, any of the Information which he may have acquired in the
course of or as an incident to his relationship with any member of the
Consolidated Group, including, without limitation, pursuant to his employment
hereunder, the parties agreeing that such Information affects the successful and
effective conduct of the businesses of the Consolidated Group and its goodwill,
and that any breach of the terms of this Section is a material breach of this
Agreement. All equipment, documents, memoranda, reports, records, computer
software, disks, tapes, other means of electronic data storage, files,
materials, samples, books, correspondence, lists, other written and graphic
records and the like (collectively, the "Materials"), affecting or relating to
one or more of the businesses of the Consolidated Group, which the Executive
shall prepare, use, construct, observe, possess or control shall be and remain
the sole property of the Consolidated Group and/or in its exclusive custody and
control, and must not be removed from the premises of a member of the
Consolidated Group or given to any person or entity except for the benefit of
the Consolidated Group or as directed by the Chief Executive Officer. Promptly
upon termination of the Employment Period for any reason, the Materials,
Information and all copies thereof in the custody or control of the Executive
shall be delivered promptly to the Company.

            (b) Survival. The provisions of this Section 7 shall survive the
termination or expiration of this Agreement, as applicable.

      8. Change in Control. A separate Change in Control Severance Agreement
between the Executive and the Company has been entered into effective as of the
26th day of April, 2001, as amended. That agreement, as amended and/or restated
from time to time, shall govern in the event that a Change in Control (as
defined in that agreement) occurs.

      9. Termination of Employment Period.


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            (a) Termination for Cause. The Board may terminate the Employment
Period pursuant to the terms of this Section 9(a) for cause at any time by
giving written notice to the Executive. Such termination shall become effective
upon the giving of such notice. Upon any such termination for cause, the
Executive shall have no right to the Base Salary, bonuses or other payments
under Sections 3 or 4, or to participate in any employee benefit programs under
Section 5, as of the effective date of termination. For purposes of this
Agreement, "cause" shall mean: (i) the Executive is convicted of a felony; (ii)
the Executive has materially breached any provision of Section 6, 7 or 10
resulting in material harm to any member of the Consolidated Group; or (iii) as
a result of the Executive's willful personal dishonesty, gross misconduct,
breach of fiduciary duty involving personal profit, gross negligence or failure
to perform his duties as set forth in Section 6, willful violation of any law,
rule or regulation (other than traffic violations or similar offenses) or
material breach of any provision of this Agreement, there is material harm to
any member of the Consolidated Group. For purposes of this Section 9(a), no act,
or failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interests of the Consolidated
Group; provided, however, that any act or omission to act on the Executive's
part in reliance upon an opinion of counsel to the Company or at the direction
of the Board or Chief Executive Officer shall not be deemed to be willful. Any
decision by the Board to terminate the Employment Period for cause pursuant to
this Section 9(a) shall be made at a meeting of the Board that has been duly
called and at which a quorum is present. The Board shall give the Executive
written notice of the time and place of the meeting, and a general description
of the grounds upon which such termination is being contemplated. The Executive
shall be given the opportunity to address the Board at the meeting.

            (b) Death or Disability. The Employment Period shall terminate upon
the death or disability of the Executive. For purposes of this Section 9(b),
"disability" shall mean that, for a period of three (3) months in any
twelve-month period, the Executive is incapable of substantially fulfilling the
duties set forth in Section 6 because of physical, mental or emotional
incapacity resulting from injury, sickness or disease as determined by an
independent physician mutually acceptable to the Board and the Executive. Upon
any such termination for death or disability, the Company shall pay the
Executive or his legal representative, as the case may be, the Base Salary under
Section 3 through the date of such termination of the Employment Period, plus
any bonus earned but not yet paid under the MIP, and any benefits earned but not
yet paid under Section 5 which have accrued through such date. In addition, in
the case of termination for disability, the Company shall continue to pay the
Executive or his legal representative, as the case may be, the Base Salary under
Section 3 until the Executive begins to receive payments under the long-term
disability policy paid for by the Company pursuant to Section 5(b)(ii);
provided, however, that, in no event, shall the Company continue to pay the Base
Salary for more than ninety (90) days after the date of such termination for
disability. Lastly, for a period of eighteen (18) months after the date of
termination for death or disability, the Company shall continue to provide
medical and dental insurance coverage to the Executive and his family in the
form or forms provided under Section 5(b) immediately prior to the date of such
termination.

            (c) Termination by Executive.

                  (i) The Executive may, on not less than one hundred eighty
(180) days prior written notice to the Company specifically setting forth the
effective date thereof, terminate


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the Employment Period prior to the end of the initial term or any successive
term of the Employment Period under Section 2. Upon any such termination, the
Company shall pay the Executive the Base Salary under Section 3 through the
effective date of such termination of the Employment Period, plus any bonus
earned but not yet paid under the MIP and any benefits under Section 5 which
have accrued through such date.

                  (ii) The Executive may, at any time, by written notice,
terminate the Employment Period for Good Reason. For purposes of this Agreement,
"Good Reason" means the assignment to the Executive of any duties inconsistent
in any respect with the Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities as
contemplated by Section 6(a) of this Agreement, or any other action by the
Company which results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive; any failure by
the Company to comply with any of the provisions of this Agreement relating to
the Executive's compensation, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive; the
Company's requiring the Executive to be based permanently at any office or
location more than 50 miles from the office maintained by the Company at Boca
Raton, Florida as of the effective date of this Agreement, except for travel
reasonably required in the performance of the Executive's responsibilities
consistent with practices in effect prior to the effective date of this
Agreement; any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement; or any other
occurrence or action by the Company which materially and adversely affects the
Executive's working conditions or employment with the Company. In the event of a
termination by the Executive for Good Reason, the Executive shall receive the
following benefits (collectively, the "Severance Benefits"):

                        1. The Executive shall receive the Base Salary under
Section 3 through the date of the termination of his employment, plus any bonus
earned but not yet paid under the MIP, and any benefits under Section 5 which
have accrued through such date of termination;

                        2. The Executive shall continue to receive the Base
Salary provided under Section 3 hereof and the benefits provided under Section 5
hereof, payable in the time and manner specified under those Sections, for the
greater of (A) the remainder of the Employment Period as if a termination had
not occurred, or (B) twelve months;

                        3. The Executive shall receive a prorated portion of the
individual Performance Awards payable to him under the Company's Long Term
Incentive Program, as amended from time to time (the "LTIP"), for each
Performance Period under the LTIP which has begun but has not yet ended as of
the date of termination of his employment, any provision in the LTIP to the
contrary notwithstanding, calculated as if the Executive's actual employment
with the Company had continued through the date which is the later of (A) the
expiration of the Employment Period as if a termination had not occurred, or (B)
twelve months from the date of the termination. The payments for each such
Performance Period shall be calculated pursuant to the formula provided in
Section 5.6 of the LTIP, and shall be paid to the Executive in the time and
manner specified in Section 5.10 of the LTIP;


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                        4. The Executive shall receive a prorated portion of the
benefits payable to him under the MIP, any provision in the MIP to the contrary
notwithstanding, calculated as if the Executive's actual employment with the
Company had continued through the date which is the later of (A) the expiration
of the Employment Period as if a termination had not occurred, or (B) twelve
months from the date of the termination. The payment shall be calculated using
the Executive's Base Salary as of the date of termination, and the Target %
applicable under the MIP as of the date of termination, without regard to any
changes to the MIP or the formula used to calculate bonuses thereunder made
after the date of termination. For purposes of the calculation, the Percent
Accomplishment under the MIP shall be considered to have been 100%. Payment
shall be made in the time and manner customary under the MIP as of the date of
termination; and

                        5. Any stock options granted to the Executive by the
Company which are outstanding as of the date of termination shall immediately
become vested in the Executive.

            (d) Termination Without Cause. If the Employment Period is
terminated by the Company other than pursuant to Section 9(a) or 9(b), the
Executive shall be entitled to receive the Severance Benefits provided in
Section 9(c)(ii) above.

            (e) Failure to Extend The Employment Period. If the Company elects
not to extend the term of the Employment Period as provided under Section 2 of
this Agreement without cause, or if the Executive elects not to extend the term
of the Employment Period under Section 2 hereof for Good Reason, the Executive
shall be entitled to receive the Severance Benefits provided in Section 9(c)(ii)
above.

            (f) Survival. The provisions of this Section 9 shall survive the
termination or expiration of this Agreement, as applicable.

      10. Non-Competition and Non-Solicitation.

            (a) General. The Executive acknowledges that he has performed
services or will perform services hereunder, and will acquire Information and
access to Materials, that will directly affect the businesses of the
Consolidated Group. Accordingly, the parties deem it necessary to provide
protective non-competition and non-solicitation provisions in this Agreement.

            (b) Non-Compete and Non-Solicit. The Executive agrees with the
Company that, during the term set forth in Section 10(c), without the prior
written consent of the Board:

                  (i) The Executive shall not, directly or indirectly, perform
any services or duties in any capacity, whether as a consultant, independent
contractor, agent, director, officer, manager, supervisor or employee, for any
person or entity engaged in any business in the United States that was engaged
in by any member of the Consolidated Group at any time during the Employment
Period; provided, however, that, for purposes of this Section 10(b)(i), (A) in
no event shall a purely passive personal or family investment of less than five
percent (5%) of the equity of any entity, without more, be construed as the
performance of duties or services for such entity; (B) a business which is first
engaged in by the Consolidated Group


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after the execution of this Agreement shall be considered to be a business that
was engaged in during the Employment Period by the Consolidated Group only if
and to the extent that the Executive agrees in writing at the time of the
Consolidated Group's commencement or acquisition of such business that it will
be so considered; and (C) after the termination of the Employment Period, the
Executive may become involved with a short-line freight railroad, if such
railroad does not operate track within fifty (50) miles of track operated by any
member of the Consolidated Group; and

                  (ii) The Executive shall not, directly or indirectly, for
himself or for any other person, firm, corporation, partnership, association or
other entity, employ or attempt to employ or enter into any contractual
arrangement with, any employee or former employee of any member of the
Consolidated Group (whether or not such employment is full-time or part-time or
pursuant to a written contract), other than his personal secretary, unless such
employee or former employee has not been employed by any member of the
Consolidated Group for a period in excess of six months.

            (c) Term. The covenants of the Executive set forth in Section 10(b)
shall apply at all times (i) during the Employment Period, and (ii) in the event
of termination of the Employment Period pursuant to Section 9(a) or Section
9(c)(i), or an election by the Company not to extend the Employment Period
pursuant to Section 2 for cause, or an election by the Executive not to extend
the Employment Period pursuant to Section 2, other than for Good Reason, for a
period of twelve (12) months after termination of the Employment Period.

            (d) Survival. The provisions of this Section 10 shall survive the
termination of this Agreement, as applicable.

      11. Injunctive Relief.

            (a) General. The covenants of the Executive set forth in Sections 7
and 10 are separate and independent covenants, for which valuable consideration
has been paid, the receipt, adequacy and sufficiency of which are hereby
acknowledged by the Executive, and which have been made by the Executive to
induce the Company to enter into this Agreement. Each of the aforesaid covenants
may be availed of, or relied upon, by the Company in any court of competent
jurisdiction for the basis of injunctive relief as permitted by Section 18
hereof. The covenants of the Executive set forth in Sections 7 and 10 are
cumulative to each other and to all other covenants of the Executive in favor of
the Company contained in this Agreement. Should any covenant, term or condition
in Section 7 or 10 become or be declared invalid or unenforceable, then the
parties request that such unenforceable provision be modified consistent with
the intent of Sections 7 and 10 so that it shall be enforceable as modified.

            (b) Survival. The provisions of this Section 11 shall survive the
termination or expiration of this Agreement, as applicable.

      12. Entire Agreement. This Agreement and the other documents, plans and
instruments contemplated herein represent the entire understanding and agreement
between the parties with respect to the subject matter hereof, and supersede all
other negotiations, understandings and representations, if any, made by and
between such parties.


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      13. Amendments. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.

      14. Assignments. The Executive shall not assign his rights and/or
obligations hereunder. The Company may assign its rights and/or obligations
hereunder to any person or entity which purchases all or substantially all of
the assets of the Consolidated Group, subject to the Executive's termination
rights under the Change in Control Severance Agreement.

      15. Binding Effect. All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of and
be enforceable by the parties and their respective administrators, executors,
legal representatives, heirs, successors and permitted assigns.

      16. Notices. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing and shall be (as
elected by the person giving such notice) hand delivered by messenger or courier
service or mailed (airmail if international) by registered or certified mail
(postage prepaid), return receipt requested, addressed to:

If to the Executive:

Gary M. Spiegel
[              ]
[              ]

      And

5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487

<TABLE>
<CAPTION>
If to the Company:                                 With a copy to:
<S>                                                <C>
RailAmerica, Inc.                                  RailAmerica, Inc.
5100 Broken Sound Blvd., N.W.                      5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487                          Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee        Attention: General Counsel
</TABLE>

or to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered on the date
delivered if by personal delivery, or on the date upon which the return receipt
is signed or delivery is refused or the notice is designated by the postal
authorities as not deliverable, as the case may be, if mailed.

      17. Waivers. The failure or delay of any party at any time to require
performance by the other party of any provision of this Agreement shall not
affect the right of such party to require performance of that provision or to
exercise any right, power or remedy hereunder, and any waiver by any party of
any breach of any provision of this Agreement shall not be construed


                                       9
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as a waiver of any continuing or succeeding breach of such provision, a waiver
of the provision itself or a waiver of any right, power or remedy under this
Agreement. No notice to or demand on any party in any case shall, of itself,
entitle such party to any other or further notice or demand in similar or other
circumstances.

      18. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Palm Beach
County, Florida, in accordance with the Employment Dispute Arbitration Procedure
established by CPR (formerly known as the Center for Public Resources) for
mandatory binding arbitration, except to the extent that the procedures outlined
below differ from such rules. The cost and expenses of the arbitration and of
enforcement of any award in any court shall be borne by the non-prevailing
party. If advances are required, each party will advance one-half of the
estimated fees and expenses of the arbitrators. Judgment may be entered on the
arbitrators' award in any court having jurisdiction. Although arbitration is
contemplated to resolve disputes hereunder, either party may proceed to court to
obtain an injunction to protect its rights hereunder, the parties agreeing that
either could suffer irreparable harm by reason of any breach of this Agreement.
Pursuit of an injunction shall not impair arbitration on all remaining issues.

      19. Jurisdiction and Venue. The parties acknowledge that a substantial
portion of the negotiations, anticipated performance and execution of this
Agreement occurred or shall occur in Palm Beach County, Florida, and that,
therefore, without limiting the jurisdiction or venue of any other federal or
state courts, each of the parties irrevocably and unconditionally (a) agrees
that any suit, action or legal proceeding arising out of or relating to this
Agreement which is expressly permitted by the terms of this Agreement to be
brought in a court of law, may be brought in the courts of record of the State
of Florida in Palm Beach County or the court of the United States, Southern
District of Florida; (b) consents to the jurisdiction of each such court in any
such suit, action or proceeding; (c) waives any objection which it or he may
have to the laying of venue of any such suit, action or proceeding in any of
such courts; and (d) agrees that service of any court papers may be effected on
such party by mail, as provided in this Agreement, or in such other manner as
may be provided under applicable laws or court rules in such courts.

      20. Enforcement Costs. If any legal action, arbitration or other
proceeding permitted by the provisions of this Agreement to be brought is
actually brought for the enforcement of this Agreement, or because of any
dispute arising out of this Agreement, the ultimately successful or prevailing
party shall be entitled to recover reasonable attorneys' fees, costs and other
expenses, even if not taxable as court costs (including, without limitation, all
such fees, costs and expenses incident to appeals), incurred in that action,
arbitration or other proceeding, in addition to any other relief to which such
party may be entitled.

      21. Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder. No single or partial exercise by any party of any right, power or
remedy hereunder shall preclude any other or further exercise thereof.


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<PAGE>

      22. Governing Law. This Agreement and all transactions contemplated by
this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Delaware without regard to principles of
conflicts of laws.


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

EXECUTIVE                               RAILAMERICA, INC.


/s/ Gary M. Spiegel                     By: /s/ Gary O. Marino
-------------------------------------       ------------------------------------
Gary M. Spiegel                         Name:
                                        Title:


/s/ Sharon Hecker                       /s/ Sharon Hecker
-------------------------------------   ----------------------------------------
Witness:                                Witness:


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