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                       AMENDMENT TO EMPLOYMENT AGREEMENT
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     THIS AMENDMENT to an Employment Agreement is made as of the 17/th/ day of
May, 2001 by and between LIGHTHOUSE FAST FERRY, INC., formerly known as
Lighthouse Landings, Inc., a New Jersey corporation, whose office is located at
195 Fairfield Avenue, Suite C, West Caldwell, New Jersey, 07006 (the "Company")
and ANTHONY CAPPAZE (the "Employee") residing at 33 Holly Drive, Short Hills,
New Jersey, 07078.

                                  WITNESSETH
                                  ----------
     WHEREAS, the Company and the Employee executed an Employment Agreement
dated as of January 1, 2000 (the "Employment Agreement"); and

     WHEREAS, the Company and the Employee wish to amend the Employment
Agreement;

     NOW, THEREFORE, in consideration of the premises set forth above and the
mutual agreements hereinafter set forth, the parties hereto, intending to be
legally bound thereby, hereby agree as follows:

     1.   Paragraph 1.2 is amended to read as follows:

          The term of the Employee's employment under this Agreement
          shall be the period commencing on the date hereof and
          continuing through December 31, 2005, unless sooner
          terminated in accordance with this Agreement.

     2.   Paragraph 3.3 is amended to add the following: The issuance of the
second anniversary and third anniversary warrants shall be accelerated and both
warrants shall be issued effective as of the date hereof, which acceleration
shall be in recognition of the Employee's performance for the Company during the
year 2000.  All warrants issued under this Agreement shall be deemed "cashless"
warrants.

     3.   Paragraph 6.4 is hereby amended to read as follows:

          The Company may terminate the Employee's employment prior to
          the expiration of the term of this Agreement for whatever
          reason it deems appropriate; provided, however that in the
          event that such termination is not pursuant to Sections 6.1,
          6.2 or 6.3, the Company shall
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               (1) pay to the Employee in a lump sum an amount equal
               to two (2) times the Employee's annual salary as set
               forth in Section 3.1 (or if higher, the annual salary
               rate then in effect); and,

               (2) issue to the Employee cashless stock warrants
               granting such Employee the right to purchase 200,000
               shares of the Company's common stock at One and
               One/Tenth ($1.10) Dollars per share exercisable at any
               time over a period of five (5) years from the Date of
               Termination. In the event of a termination under this
               Section 6.4, neither the Company nor the Employee shall
               thereafter have any further rights or obligations under
               this Agreement except as are provided in Sections 7, 8,
               9, 10 and 18.

     4.  Paragraph 6.6 is amended to read as follows:
          6.6.  Change in Control-termination of Employment.

               (a) Should a Change in Control occur (as hereinafter defined),
          Employee may terminate his employment within one (1) year after he has
          obtained actual knowledge of the occurrence of any of the following
          events:

                   (i)   Failure to elect or appoint, or re-elect or re-appoint,
          Employee to, or removal of Employee from, his office and/or position
          as President and Chief Executive Officer, except in connection with
          the termination of Employee's employment pursuant to subparagraphs
          6.1, 6.2 or 6.3 hereof.

                   (ii)  A reduction in Employee's overall compensation
          (including any reduction in pension or other benefit programs or
          perquisites) or a significant change in the nature or scope of the
          authorities, powers, functions or duties normally attached to
          employee's position with the Company.

                   (iii) A determination by Employee made in good faith that, as
          a result of a Change in Control, he is unable effectively to carry out
          the authorities, powers, functions or duties attached to his position
          and the situation is not remedied within thirty

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          (30) calendar days after receipt by the Company of written notice from
          Employee of such determination.

                   (iv)  A breach by the Company of any provision of this
          Agreement not covered by clause (i), (ii) or (iii) of this
          subparagraph 6.6(a), which is not remedied within thirty (30) calendar
          days after receipt by the Company of written notice from Employee of
          such breach.

                   (v)   A change in the location at which substantially all of
          Employee's duties with the Company are to be performed to a location
          which is not within a 20 mile radius of the address of the place where
          Employee is performing services on the date of the Change in Control.

                   (vi)  A failure by the Company to obtain the assumption of,
          and the agreement to perform, this Agreement by any successor.

          An election by Employee to terminate his employment under the
     provisions of this subparagraph 6.6(a) shall be deemed a voluntary
     termination of employment by Employee for the purpose of interpreting the
     provisions of any of the Company's employee benefit plans, programs or
     policies. Employee's right to terminate his employment hereunder shall not
     be affected by his illness or incapacity, whether physical or mental,
     unless the Company shall at the time be entitled to terminate his
     employment under paragraph 6.2 of this Agreement. Employee's continued
     employment with the Company for any period of time less then two (2) years
     after a Change in Control shall not be considered a waiver of any right he
     may have to terminate his employment pursuant to this paragraph 6.6(a).

          (b) After a Change in Control has occurred, if Employee terminates his
     employment with the Company pursuant to subparagraph 6.6(a) or if
     Employee's employment is terminated by the Company for any reason other
     than pursuant to paragraph 6.1, 6.2 or 6.3 hereof, Employee (i) shall be
     entitled to his salary, bonuses, awards, perquisites and benefits,
     including, without limitation, benefits and awards under the Company's
     stock option plans if any, and the Company's pension and retirement plans
     and programs, if any, through the Termination Date and, in addition
     thereto, (ii) shall be entitled to be paid the benefits and money as set
     forth in Paragraph 6.4.  Such lump sum payment is hereinafter referred to
     as the "Termination Compensation."

          (c) For purposes hereof, a Change in Control shall be deemed to have
     occurred if there has occurred, after the Commencement Date, (i) a change
     in control of the Company as the term "control" is defined in Rule 12b-2
     promulgated under the Securities and Exchange Act; (ii) when any "person"
     (as such term is defined in the Act) who does not presently own five (5%)
     percent or more of the Company's issued and outstanding securities becomes
     a beneficial owner, directly or indirectly, of securities of the Company
     representing thirty (30%) percent or more of the Company's then outstanding
     securities having the right to vote on the election of directors; (iii)

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     during any period of not more than two consecutive years (not including any
     period prior to the execution of this Amended Agreement), individuals who
     at the beginning of such period constitute the Board, cease for any reason
     to constitute at least sixty (60%) percent of the entire Board of
     Directors; (iv) when a majority of the directors elected at any annual or
     special meeting or stockholders (or by written consent in lieu of a
     meeting) are not individuals nominated by the Company's incumbent Board of
     Directors; (v) if the shareholders of the Company approve a merger or
     consolidation of the Company with any other corporation, other than a
     merger or consolidation which would result in the holders of voting
     securities of the Company outstanding immediately prior thereto being the
     holders of at least sixty (60%) percent of the voting securities of the
     surviving entity outstanding immediately after such merger or
     consolidation; (vi) if the shareholders of the Company approve a plan of
     complete liquidation of the Company; or (vii) if the shareholders of the
     Company approve an agreement for the sale or disposition of all or
     substantially all of the Company's assets.

          (d) Notwithstanding anything in this Paragraph 6.6 to the contrary;
     Employee shall have the right, prior to the receipt by him of any amounts
     due thereunder, to waive the receipt thereof or, subsequent to the receipt
     by him of any amounts due hereunder, to treat some or all of such amounts
     as a loan from the Company which Employee shall repay to the Company within
     ninety (90) days from the date of receipt, with interest at the rate
     provided in Section 7872 of the Internal Revenue Code of 1986.   Notice of
     any such waiver of treatment of amounts received as a loan shall be given
     by Employee to the Company in writing and shall be binding upon the
     Company.

          (e) It is intended that the "present value" of the payments and
     benefits to Employee, whether under this Amended Agreement or otherwise,
     which are includible in the computation of "parachute payments" shall not,
     in the aggregate, exceed 2.99 times the "base amount" (the terms "present
     value," "parachute payments" and "base amount" being determined in
     accordance with the Code).   Accordingly, if Employee receives payments or
     benefits from the Company prior to payment of the Termination Compensation
     which, when added to the Termination Compensation, would, in the opinion of
     the Company's regularly employed independent accounting firm (hereinafter
     "accountants"), subject any of the payments or benefits to Employee to the
     excise tax imposed by Section 4999 of the Code, the Termination
     Compensation shall be reduced by the smallest amount necessary, in the
     opinion of the Accountants, to avoid such tax.   In addition, the Company
     shall have no obligation to make any payment or provide any benefit to
     Employee subsequent to payment of the Termination Compensation that, in the
     opinion of the Accountants, would subject any of the payments or benefits
     to Employee to the excise tax imposed by Section 4999 of the Code.  No
     reduction in Termination Compensation or release of the Company from any
     payment or benefit obligation in reliance upon any aforesaid opinion of the
     Accountants shall

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     be permitted unless the Company shall have provided to Employee a copy of
     any such opinion, specifically entitling Employee to rely thereon, no later
     than the date otherwise required for payment of the Termination
     Compensation or any such letter payment or benefit.

          (f)  Employee shall not be required to use his best efforts to
     mitigate the payment of the Termination compensation by seeking other
     employment. To the extent that Employee shall, during or after the Term,
     receive compensation from any other employment, the payment of Termination
     compensation shall not be adjusted.

     5.   Paragraph 18 is deleted in its entirety and the following is
          substituted therefore.

          18.  Indemnification.

               (a)  The Company shall indemnify Employee to the fullest extent
          permitted by the New Jersey Business Corporation Act. Without
          limitation of the foregoing, in the event that Employee becomes
          involved in any capacity in any action, proceeding or investigation in
          connection with any activities involving the Company occurring during
          the term hereof, the Company will, advance to Employee his reasonable
          legal and other reasonable expenses (including the cost of any
          investigation and preparation incurred in connection therewith). Such
          advances and indemnification shall also be provided to Employee
          subsequent to the term hereof provided such action, proceeding or
          investigation invokes activities of the Company while the Employee was
          employed by the Company.

               (b)  Employee shall give prompt written notice to the Company of
          the commencement of any action, suit or proceeding for which
          indemnification may be sought under this paragraph, and the Company,
          through counsel reasonably satisfactory to Employee, may assume the
          defense thereof; provided, however, that Employee shall be entitled to
          participate in any such action, suit or proceeding with counsel of his
          own choice but at his own expense; and provided further, the Employee
          shall be entitled to participate in any such action, suit or
          proceeding with counsel of his own choice at the expense of the
          Company if, in the good faith judgment of Employee's counsel,
          representation by the Company's counsel may present a conflict of
          interest or there may be defenses available to Employee which are
          different from or in addition to those available to the Company. In
          any event, if the Company fails to assume the defense within a
          reasonable time, Employee may assume such defense and the reasonable
          fees and expenses of his attorneys shall be borne by the Company. No
          action, suit or proceeding for which indemnification may be sought
          shall be compromised or settled in any manner which might adversely
          affect the interest of the Company without the prior written consent
          of the Company. Notwithstanding anything in this Agreement to the
          contrary, the Company shall not, without the written consent of the
          Employee, (i) settle

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          or compromise any action, suit or proceeding or consent to the entry
          of any judgment which does not include as a unconditional term thereof
          the delivery by the claimant or plaintiff to Employee of a written
          release from all liability in respect of such action, suit or
          proceeding or (ii) settle or compromise any action, suit or proceeding
          in any manner that may materially and adversely affect Employee other
          than as a result of money damages or other money payment for which the
          Company fully pays.

               (c)  The Company shall cause to be maintained in effect, for not
          less than two (2) years after the Termination Date, the then current
          policies of the directors' and officers' liability insurance
          maintained by the Company and the Company's subsidiaries provided that
          the Company may substitute therefor policies of at least the same
          coverage containing terms and conditions which are no less
          advantageous so long as no lapse in coverage occurs as a result of
          such substitution, and shall use its best efforts to provide such
          insurance for an additional three (3) years after the expiration of
          such two-year period, the availability of such insurance at
          commercially reasonable rates (or, if not available at reasonable
          rates, then the Company shall purchase similar insurance but with such
          lowers limits of liability, without change in retention amounts, as
          may be available for a premium comparable to that paid by the Company
          for the last year of such two-year period), with respect to all
          matters occurring prior to and including the Termination Date;
          provided that, in the event that any claim shall be asserted or made
          within such period during which insurance has been or is to be
          provided, such insurance shall be continued in respect of any such
          claim until final disposition of any and all such claims. The Company
          shall pay all expenses, including reasonable attorneys' fees, that may
          be incurred by Employee in enforcing the indemnity and other
          obligations provided for in this paragraph. The covenant in this
          paragraph shall survive the Termination Date and shall continue
          without time limit (except as expressly provided in this paragraph).

     6.   Paragraph 6.8 shall provide as follows:

          6.8  Notice of Termination and Termination Date.

               (a)  Any termination of Employee's employment by the Company or
          by Employee shall be communicated by a Notice of Termination to the
          other party hereto. For purposes hereof, a "Notice of Termination"
          shall mean a notice which shall stated the "Termination Date" (as
          hereinafter defined) and the specific reasons, and shall set forth in
          reasonable detail the facts and circumstances, for such determination
          and, in the case of Employee's termination of employment pursuant to
          paragraph 6.6(a)(iii) hereof, shall state that Employee has made the
          good faith termination required by that subparagraph.

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               (b)  "Termination Date" shall mean the date specified in the
          Notice of Termination as the last date of Employee's employment by the
          Company, which date shall not be sooner than the date on which the
          Notice of Termination is given.

               (c)  If, within thirty (30) calendar days after any Notice of
          Termination is given, or, if later, prior to the Termination Date (as
          determined without regard to this paragraph 6.8(c)), the party hereto
          receiving such Notice of Termination notifies the other party hereto
          that a dispute exists concerning the termination, the Termination Date
          shall be the date on which the dispute is finally determined, either
          by mutual written agreement of the parties hereto, by a binding
          arbitration award or by a final judgment, order or decree of a court
          of competent jurisdiction (which is not appealable or with respect to
          which the time for appeal therefrom has expired and no appeal has been
          perfected); provided, however, that the Termination Date shall be
          extended by a notice of dispute only if such notice is given in good
          faith and the party hereto giving such notice pursues the resolution
          of such dispute with reasonable diligence. Notwithstanding the
          pendency of such dispute, the Company will continue to pay to Employee
          his full compensation (including perquisites and other benefits) in
          effect when the notice of dispute was given and continue Employee as a
          participant in all employee benefit plans and programs in which he was
          participating when the notice of dispute was given, until the dispute
          is finally resolved as hereinabove provided.

     7.   Paragraph 16 is deleted in its entirety and the following is
substituted therefore:

          16.  ARBITRATION. In the event any dispute arises between the parties
     hereto, Employee and the Company shall each have the right to seek
     arbitration in Newark, New Jersey under the rules of the American
     Arbitration Association by giving written notice of intention to arbitrate
     to the other party. Any award rendered in any such arbitration proceeding
     shall be non-appealable and final and binding upon the parties hereto, and
     judgment thereon may be entered in any court of competent jurisdiction. If
     Employee prevails in any litigation or arbitration proceeding brought in
     accordance herewith, or if any such litigation or arbitration proceeding is
     settled, Employee shall be entitled, to the extent no prohibited by
     applicable law, to reimbursement from the Company for his reasonable
     attorneys' fees and expenses incurred in connection with such litigation or
     arbitration proceeding.

     8.   The parties hereto ratify and confirm, other than as modified herein,
all of the terms and conditions of the Employment Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
behalf of themselves, their heir executors, legal representatives, successors
and assigns.

                                        LIGHTHOUSE FAST FERRY, INC., Employer

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                                              /s/ Anthony Colasanti
                                          By: __________________________________
                                              Name:  Anthony Colasanti
                                              Title: Vice President, Secretary
                                                     & Director


                                          /s/ Anthony Cappaze
                                          ______________________________________
                                          ANTHONY CAPPAZE, Employee

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