AGREEMENT
                                     BETWEEN
               THE SEAFARERS INTERNATIONAL UNION OF NORTH AMERICA,
                ATLANTIC, GULF, LAKES AND INLAND WATERS DISTRICT,
                                     AFL-CIO

                                       AND

               NEW YORK CROSS HARBOR RAILROAD TERMINAL CORPORATION

         THIS AGREEMENT entered into on the 1st day of August 2001, effective as
of the 1st day of August, 2001, by and between the SEAFARERS INTERNATIONAL UNION
OF NORTH AMERICA, ATLANTIC, GULF, LAKES AND INLAND WATERS DISTRICT, AFL-CIO,
hereinafter referred to as the Union, and its successors and assigns, and NEW
YORK CROSS HARBOR RAILROAD TERMINAL CORPORATION hereinafter called the Employer,
and its successors, and assigns, shall remain in effect until midnight of the
31st day of July, 2005. Thereafter, it shall continue in effect for one year,
and so on, from one year to the next, unless either party shall give the other
party written notice, sixty (60) days prior to the expiration of any term, of
its intention to modify or terminate this Agreement.


                                    ARTICLE 1
                                   EMPLOYMENT

Section 1.  Recognition

          The Employer agrees to recognize the Union as the exclusive bargaining
representative of all Engineers, Conductors, Utility men, Brakemen, Maintenance
of Way, Mechanics, and Assistant Mechanics covered by this Agreement,
(hereinafter referred to Employees) employed in the Terminal owned or operated
by the Employer when the employees of such Terminals or facilities are employees
of and are on the payroll of the Employer.

         The term "employee" as used in this Agreement, shall be limited to the
"collective bargaining unit", and shall not include office and clerical
employees, professional employees, sales and service employees, Administrative
and Managerial personnel as defined by the Fair Labor Standards Act,
contractors, confidential employees and supervisors having the authority, in the
interest of the Company, to hire, transfer, suspend, layoff, recall, promote,
discharge, assign, reward, or discipline other employees, or responsibility to
direct them, or to adjust the grievances, or effectively to recommend such
action and all other employees but laboratory employees."

Section 2.  Union Furnishing Employees

         A. The Union agrees to furnish the Employer with capable, competent and
physically fit persons when and where required to fill such vacancies
necessitating the employment of employees covered hereunder.

         B. To assure maximum harmonious relations, and in order to obtain the
best-qualified employees with the least risk of a delay in the scheduled
departure of any vessel covered by this Agreement, the Employer agrees to secure
all its personnel from the Union. The Employer is required to give the Union
twenty-four (24) hours notice in order for the Union to have sufficient time to
comply with the above. If, for any reason, the Union does not furnish the
Employer with capable, competent and physically fit persons when and where
required to fill such vacancies covered by the Agreement, the Employer may
obtain employees from any available source, in which case the Union shall be
notified in writing, within three (3) days of such hiring.

Section 3.  Union Security

         A. Subject to the provisions of the Labor Management Relations Act,
1947, as amended, all present employees who are members of the Union on the
effective date of this Agreement, or who become members during the term of the
Agreement, shall remain members of the Union in good standing as a condition of
employment or pay the required agency fee. Furthermore, all new employees shall
be obligated to become and remain members of the Union as a condition of
employment or pay the required agency fee. Employees who are not members of the
Union shall within thirty (30) days of the effective date of this Agreement
either become members in good standing or shall pay to the Union, as an agency
fee, an amount equal to Union dues as a condition of employment.

         The failure of any person to become and remain a member of the Union at
the required time or to pay the agency fee shall obligate the Employer, upon
notice of the Union, to such effect and to further effect that Union membership
was available to such person on the same terms and conditions generally
available to other members, to forthwith discharge such person. Further, the
failure of any person to maintain his Union membership in good standing as
required herein, (except as otherwise required or permitted by law) or to
continue to pay the agency fee shall, upon notice to the Employer by the Union,
obligate the Employer to discharge such person. Nothing in this paragraph
requires the Employer to discipline or discharge an employee if so doing could
be a violation of Federal, State, or local laws.

                                       1
<PAGE>
         B. Notwithstanding anything to the contrary, therein, paragraph A above
shall not be applicable if all or any part thereof shall be in conflict with
applicable state or federal law, provided, however, that if all or any part of
paragraph A becomes permissible by virtue of a change in applicable law, whether
by legislation or judicial action, the provisions of paragraph A held valid
shall immediately apply.

           C. There shall be no individual contract between the Employer and any
of its employees covered by this agreement.


Section 4.  Employer Rejection of Employees

          A. The Union agrees that the Employer has the right to reject, by
written notation, any applicant for employment who, in the opinion of the
Employer is not satisfactory. Any such employee shall be considered probationary
for a period of sixty (60) days during which time the Employer in its discretion
may discharge him. After such sixty (60) day period, if the Union considers the
discharge of any employee as being without reasonable cause, such action by the
Employer shall be dealt with under the grievance procedure as provided for
herein.

Section 5.  Equal Opportunity

                   During the term of this Agreement neither party shall
discriminate against any employee or applicant for employment because of race,
color, sex, age, religion, national origin or Union membership. This
non-discrimination policy shall include, but not be limited to, the following:
employment, promotion, transfer, layoff, demotion, termination, rates of pay,
and forms of compensation.


Section 6.  Personnel Covered

          The parties hereto agree that the appropriate unit, for representation
purposes, is the employees employed at the Employer's terminals and facilities.


Section 7.  Indemnification

         Any provision of this Agreement which are, or hereafter may be, in
conflict with the provisions of any laws or lawful governmental regulations are,
and shall be, modified or suspended but only to the extent and for the period
during which such conflict may exist.


Section  8.  Gender

         It is agreed that for purposes of construction of this Agreement,
whenever the masculine gender is used, it shall include the feminine gender.


                                    ARTICLE 2
                                MANAGEMENT RIGHTS


         Section 1. The Company and the Union mutually agree that the management
of the Plant and the direction and promotion of the working force, including the
right to hire, suspend or discharge for proper cause or transfer, and the right
to relieve employees from duty because of lack of work, or for legitimate
reasons, is vested exclusively in the Company, provided, however, that this
right will not be used for purposes of discrimination against any employee for
legitimate Union activities.

         Section 2. In the interests of progress and development of the business
of the Company, nothing in this Agreement shall be construed as taking away from
the Company its unrestricted right to regulate the method of production or the
kind of machinery, apparatus and equipment used, provided that upon the
introduction of any new machines or processes, the Union shall have the right to
negotiate with the Company, prior to such introduction, on wage rates, job
duties and responsibilities for the jobs in question and any impact it will have
on any employee within the bargaining unit. If an agreement cannot be reached,
the subject may be submitted to arbitration.

                                       2
<PAGE>
                                    ARTICLE 3
                      GRIEVANCE AND ARBITRATION PROCEDURES


          A. All complaints, disputes or grievances arising between the parties
hereto relating to or in connection with or involving questions of
interpretation or application of any clause of this Agreement or any acts,
conduct or relations between the parties, directly or indirectly, shall be
processed pursuant to this Article. Except as otherwise provided, the Union and
the Employer agree that there shall be no strike or lockout or work stoppage
without having first utilized all procedures set forth herein.


                                     STEP 1

         Complaints, disputes or grievances shall be taken up by the delegates
of the employees or by the union with the designated representatives of the
Employer within five (5) days after the union has a reasonable opportunity to
learn of the existence of a complaint, dispute or grievance. The party against
whom the complaint has been filed shall have seventy-two (72) hours to provide
its answer to the complaint, dispute or grievance.

                                     STEP 2

         If the parties are unable to settle the dispute within thirty (30) days
after the answer of the party complained against, the grieving party shall
notify the other party, in writing, of his desire to submit the matter to
arbitration.

                                     STEP 3

         After being notified of a desire to arbitrate, the parties shall
attempt to name one impartial arbitrator. In the event the Employer and the
Union are unable to agree upon an impartial arbitrator within five (5) days
thereafter, either party may request the American Arbitration Association to
submit a list of five (5) names from which the parties shall each strike two (2)
names alternatively, and the person remaining shall then serve as the
arbitrator. The parties shall determine which strikes the first name by lot and
of the times provided above may be extended by mutual Agreement. The expenses of
the arbitrator shall be shared equally by the parties. The arbitration shall be
governed by the Voluntary Rules of Labor Arbitration of the American Arbitration
Association and shall take place at a location to be agreed upon by the parties.
If the parties are unable to agree, the location of the place, of arbitration
hearing shall be decided upon by the impartial arbitrator, who shall give prime
consideration to the convenience of the grievant and his witness.

         The sole function of the arbitrator shall be to interpret the express
provisions of this Agreement and apply them to the facts of this complaint,
dispute or grievance. In the event that a breach of this Agreement or any of the
terms thereof has been found, the arbitrator may issue any and all mandatory
directions, prohibitions, or orders directed to or against any party breaching
this Agreement or any part thereof. The arbitrator shall have no power to
change, amend, modify, add to or subtract from, or otherwise alter this
Agreement.

         B. The failure of the party against whom the complaint, dispute, or
grievance is lodged to meet with the complaining party; or the refusal of either
side to submit to the grievance procedure at any step or the failure to comply
with the decision at any step, or the final decision of the arbitrator,
withdraws the benefits of this Article insofar as the refusing party is
concerned, and the other party will then be permitted all economic and legal
recourse, including the right to strike or the right to lockout.

         C. Any employee subject to discipline by the Employer shall be notified
in writing of the charge against him or her. Such written notice shall be given
to the employee at least forty-eight (48) hours after he or she has been
disciplined and a copy of the notification shall be sent to the Union. Any
grievance relating to a discharge shall be expedited and the matter shall be
arbitrable within five (5) working days from the date of receipt of the
notification of discharge.

         D.The time limits set forth in this Article may be extended if mutually
agreed to by the parties in writing.

                                       3
<PAGE>
                                   ARTICLE 4
                       DUES CHECK-OFF AND INITIATION FEES


         A. The Union, an unincorporated association consisting of employees of
the Employer and of other Employers, to facilitate and implement the desire of
employees of the Employer to maintain their Union, their unincorporated
association organization, and to assist such employees to comply with their
monetary obligations to the Union, agree to the establishment and maintenance of
a voluntary check-off procedure for the employees covered by this Agreement. The
Union and the Employer further acknowledge that such check-off, is in accordance
with the authority and direction of federal law and decisions of the NLRB
regulating labor management relations such as the relationship which is the
subject of this Agreement between the parties. In accordance with the provisions
of Section 302 (c) (4) of the Federal Labor Management Relations Act, as
amended, the Employer agrees that, upon receipt of a voluntary written
authorization executed by employees covered by this Agreement, it will deduct
the employees' regular initiation fees and regular dues and/or agency fee from
the employees' compensation, including payments for or made during time-off
periods, if any, in the amounts and at the time hereafter set forth in the
written authorization, and timely remit such amounts to the Union's National
Secretary-Treasurer. The Employer agrees to hold all sums deducted in trust for
the Union. The authorization for the foregoing shall be the Check-off
Authorization signed and dated by the employee.

         B. Dues accrued while the employee is on lay-off, leave of absence, and
vacation or is sick or injured, shall be deducted upon his return to work until
the employee's dues are current.

         C. The Union shall indemnify the Company and save the Company harmless
from any and all manner of claims, demands, suits and actions or other forms of
liability, which may arise against the Company out of or by reason of action
taken or not taken by the Company, for the purpose of complying with any of the
provisions of this Article.


                                    ARTICLE 5
                                    SENIORITY


         Section 1. An employee being considered for regular employment shall
work on a probationary basis for the first sixty (60) calendar days of
employment. During this period he shall work under the provisions of this
Agreement. The Employer may extend the period by thirty (30) days to assure
themselves of the employee's qualifications. During this period the employee may
be discharged without further recourse provided however, that the Employer may
not discharge or discipline for the purpose of evading the Agreement or
discriminating and denying Union membership. The Employer shall notify the
Senior Job Steward, in writing, of the commencement of any employee's
probationary period. Upon completion of their probationary such employees shall
be placed on the seniority poster and credited with seniority from date of the
commencement of their probationary period.


         Section 2.  Seniority rights shall prevail.

         Section 3. When it becomes necessary to reduce the working force, the
last employee hired shall be laid off first, and when the force is again
increased, the employees are to be returned to work in the reverse order in
which they were laid off.

         Section 4. A list of employees in order of their seniority shall be
posted in a conspicuous place of employment. Controversies regarding seniority
shall be settled by the Employer and the Union. Failing settlement by these
parties, the matter shall be processed under the grievance procedure set forth
in Article II of this Agreement. Any protest to the seniority list must be made,
in writing, within thirty (30) days from the date of posting of the seniority
list. In the event no protest is made, the seniority list as posted shall be
considered correct and final.

                                       4
<PAGE>
        Section 5. Seniority shall be lost by:

         A.  Quit or discharge for just cause.

         B. In the event of a layoff, when the Employer recalls the employee
they shall notify him or her by telegram or registered letter (Return Receipt
Requested). The employee shall notify the Employer within seventy-two (72) hours
of receipt of notification and return within seven (7) days, unless he or she
has a valid excuse to verify his or her needs for an extension.

         C. Layoff  in excess of twelve (12) months.

         D. Off work due to an on-the-job injury in excess of twelve (12) months

         E. Off work due to an on-the-job injury or illness in excess of six (6)
months.

         Section 6. If the Company restricts seniority, an employee will be paid
the highest rate of pay that he or she is qualified for.

         A. If restricted seniority requires an employee to travel, the employee
         will be paid thirty (30) minutes at the straight time rate of pay for
         each direction and the employee will receive any out of pocket expenses
         for i.e., tolls and mileage re-imbursement at the federal rate.

B.            Employees must begin and end a tour of duty at the same location.
              If an employee travels to a different tie-up point, the employee
              will be under continuous pay and will be transported to said
              location. If an employee drives from one location to another he
              will receive re-imbursement, as outlined in Section 6, Paragraph
              A.



                                    ARTICLE 6
                                    STEWARDS


         The Employer recognizes the right of the Union to designate a Senior
Job Steward, Job Stewards and Alternates from the Employer's seniority list the
Union must notify the Employer of the names of the Stewards. The authority of
the Stewards and Alternates so designated by the Union shall be limited to and
not exceed the following duties:

         1. The investigation and presentation of grievances to his/her Employer
or the designated Employer representative in accordance with the provisions of
the Collective Bargaining Agreement.

         2. Shop Stewards and or Alternates have no authority to take strike
action, or any other action interrupting the Employers business, except "as
authorized by the official action of the Union. The employer recognizes these
limitations upon the authority of Shop Stewards and their Alternates, and shall
not hold the Union liable for any unauthorized acts. The Employer in so
recognizing such limitations shall have the authority to impose proper
discipline, including discharge, in the event the Shop Steward has taken
unauthorized strike action, slowdowns or work stoppages in violation of the
Agreement.

         3. Recognizing the duties and the responsibilities of the Shop Stewards
and the importance of their communication with the Union, the Employer will
insure that there is a telephone made available on the job site for this
purpose.


                                    ARTICLE 7
                                  GENERAL RULES


Section 1.  No Strikes or Lockouts

         There shall be no strike, lockout or stoppage of work while the
provisions of this Agreement are in effect, except as otherwise provided in this
Agreement.

Section 2.  Picket Lines

         No employee covered by this Agreement shall be compelled to cross any
primary and legal picket lines approved by the Union where to do so would
involve injury or threat to his person, and shall not be disciplined for such
action. The Union agrees to notify the Employer whenever any of its members
notify then that they will exercise any rights under this section agrees that
the Employer will be given the opportunity to deliver or arrange for the
delivery of anything in its physical possession or pick-up or arrange to receive
any specific thing that its services are already ordered for or receive up to
midnight of the day of the notification.


                                      5
<PAGE>
 Section 3.  Substitute Provision Conformity to Law Saving Clause

         A. If any provision or the enforcement or performance of any provision
of this Agreement is or shall at any time be contrary to law, then such
provision shall not be applicable or enforced or performed, except to the extent
permitted by law. If at any time thereafter such provision or its enforcement or
performance shall no longer conflict with the law, then it shall be deemed
restored in full force and effect as if it has never been in conflict with the
law.

         B. If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid by virtue of
legislative or judicial action, the remainder of this Agreement, or the
application of such provision to other persons or circumstances, shall not be
affected thereby.

         C. If any provision of this Agreement is invalidated or the enforcement
of any provision is enjoined by a Court of competent jurisdiction, the parties
shall meet for the purpose of agreeing upon a substitute provision. If they are
unable to agree, the matter shall constitute a complaint, dispute, or grievance
and shall be referred to arbitration pursuant to the terms and provisions of
this Agreement. The arbitrators are given the express power to draft a
substitute provision in the light of the relationships existing between the
parties and such substitute provision shall be deemed incorporated in this
Agreement in lieu of such invalidated provision.


Section 4.  Leave of Absence

         A. By written Agreement between the Employer and the Union, leaves of
absence may be granted to employees for attendance at schools, promotion to a
position with the Employer not within the bargaining unit, or for service as an
employee of the Union without loss of seniority or position on the roster. Any
such leave of absence shall be for a period not in excess of three (3) months,
subject to renewal or extension for like periods by written Agreement between
the Employer and the Union, except that a leave of absence granted for service
as an employee of the Union shall be co-extensive with the duration of such
service.

         B. Upon the return from the leave of absence granted under Section 6
(A) above, or upon return from a leave of absence on account of illness, the
employee involved, if fully competent shall be returned to his former position
without loss of seniority or other rights or privileges and with any promotion
to which he or she would have been entitled but for such leave, except that no
employee on such leave shall receive any of the benefits provided for in this
Agreement during the period of such leave.

           C. Any employee shall be granted a leave of absence, with out pay,
upon written request, upon mutual consent of the Employer and the Union,
provided that such consent is in written form and provided that such leave is
not an excess of thirty (30) days. Extensions shall be granted upon written
consent between the Employer and the Union.



Section 5.   Union Representation

         Authorized representatives of the Union shall be permitted to visit the
Employer's premises during working hours, for the purpose of adjusting
grievances and observing that the terms and conditions of this Agreement are
being observed, provided the same does not interfere with work in progress.

          Section 6. Should any questions arise between the parties hereto with
respect to the meaning and application of any of the provisions of the
agreement, there shall be no suspension of work of any kind on account of such
questions, but all such questions shall be settled in the manner provided for by
Article 2 hereof.

                                       6
<PAGE>
                                    ARTICLE 8
                          SAFETY, HEALTH AND SANITATION

         Section 1. Whenever an employee has been injured on the job and a
doctor determines that the employee is thereby unable to complete the day's
work, he shall receive a four (4) hours pay if he worked less than four hours
that day. In the event that an employee injured on the job and has worked four
(4) hours or more he or she will be entitled to eight (8) hours pay not to
exceed eight (8) hours. In the event that an employee is injured on the job
required medical attention as result thereof and is unable to proceed by himself
to a doctor or hospital, the Employer shall furnish transportation to a doctor
or hospital, whenever possible or upon a doctor's directive.

         Section 2. The Employer  shall maintain a minimum of one (1) F.R.A.
approved first aid kit in each locomotive and a minimum of one in each facility.


         Section 3. The Employer agrees to provide and maintain sanitary change
rooms for employees. The change room will have adequate locker space, with
washbasins and fully equipped toilet facilities specifically including
sufficient toilet paper, soap and hand towels. All toilets and washrooms shall
be kept in a clean and sanitary condition properly heated and ventilated. In
addition, the Employer agrees to furnish artificially cooled water and sanitary
fountains. The employer shall have until January 1, 2002 to meet this criteria.

         Section 4. The Employer shall insure that there be an adequate supply
of life saving gear on dock facilities. This shall include life rings and life
jackets.

         Section 5. It is the employee's responsibility to care of any
equipment, including radios, reflective radio belts, and holsters supplied by
the Company. Employees are responsible for equipment in his or her care and
shall be charged their replacement cost through employee fault or neglect.

         Section 6. All fire extinguishers shall be maintained and refilled
according to code.

         Section 7. Flashlights shall be provided to all employees along with
replacement batteries, if the Company determines such equipment is needed.

         Section 8. The Company and employees shall meet periodically to discuss
safety and health issues.

         Section 9. It is agreed that the prevention of industrial accidents is
essential to the welfare of both the employee and the Company.

         Section 10. The Company agrees to make provisions for the safety and
health of all its employees, and shall determine regulations covering safety,
fire prevention, sanitation and health, which safeguards the interest of the
Company and its employees. The Company will comply with the requirements of
local, state and federal regulations.

         Section 11. The Union agrees to cooperate fully with the Company in the
interest of safety and health of the employees, and in the enforcement of all
safety regulations, as well as the prompt reporting of any injury.

         Section 12. Each employee, as a condition of employment, will adhere to
all safety instructions and utilize at all times the required personal
protective clothing, equipment, tools, etc. which shall be provided by the
Company.

         Section 13. The Union and the Employer agree to establish a committee
comprised of the union side, which consists of a Conductor, an Engineer and a
Union Official. The Employer will assign two (2) members of Management and an
Agent of the Employer. This committee will meet periodically when needed to
discuss the yard and float operations.


                                    ARTICLE 9
                                  JURY SERVICE


         Employees selected for jury duty shall be provided with a maximum of
one (1) week salary, at the straight time of pay, regardless of the duration of
jury duty.


                                   ARTICLE 10
                                MILITARY SERVICE


         The Employer shall provide the employee with unpaid leave and
re-instatement rights as required by Federal, State and local laws.

                                       7
<PAGE>
                                   ARTICLE 11
                                BEREAVEMENT TIME


         In the event of the death of the employee's mother, father, spouse, and
child said employee shall be entitled to three (3) working days off with pay at
his or her straight time of pay. One (1) day off with pay at his or her straight
time of pay for sister, brother, Mother-in-law and Father-in-law.


                                   ARTICLE 12
                            FAMILY MEDICAL LEAVE ACT


         Section 1. The employer will abide by the Family and Medical Leave Act
of 1993, where applicable.


                                   ARTICLE 13
                               GENERAL PROVISIONS
..

         Section 1. For the purpose of protecting the job security of the
employees, the Employer shall furnish the Union with a complete seniority list
on request, which shall set forth the classification and rate of pay for each
employee and shall notify the shop steward of any permanent changes thereof.

         Section 2. Any overtime work that is routine work of personnel covered
by this Agreement, shall be performed by the person or persons from that job
classification when there are no extra board employees available. Overtime shall
be offered to the employees at the location where required on a seniority basis.
Prior to overtime being offered, the Employer shall have the right to give
employees work who have worked thirty two (32) hours or less.

         Section 3. Supervisors, foreman and/or Employer shall perform no work,
which is normally done by the personnel covered by the Agreement except
temporary work of an emergency nature.

         Section 4. The Employer agrees to establish a Labor/Management
Committee to meet and discuss shop problems when needed.

         Section 5. There shall be a ten (10) minute coffee break for every four
(4) hours worked. There shall be a thirty (30) minute meal break for every eight
hours worked.

         Section 6. The employer has the right to call an employee for service
and if the employee works less than two (2) hours the employee will be paid for
four (4) hours, if the employee is called for service and works more than two
(2) hours the employee will be paid for eight (8) hours.


                                   ARTICLE 14
                                 CONTRACTING OUT


         There shall be no contracting out of work which is customarily
performed by the collective bargaining unit employees unless all employees of
the Employer who are available for employment are employed and the Employer is
unable to obtain qualified employees from the Union.

         Collective bargaining unit members who work outside of their job
classification shall be paid the rate of pay for the position worked.


                                   ARTICLE 15
                                 SAVINGS CLAUSE


         In the event that any provisions or compliance by the Employer or the
Union with any provision, in the Agreement, shall constitute a violation of any
law, then, and in such event, such provision, to the extent only that it is so
in violation, shall be deemed ineffective and unenforceable, and shall be deemed
severable from the remaining provisions which shall not be affected. The
provision affected shall be re-negotiated by and between the Union and the
Employer.

                                       8
<PAGE>
                                  ARTICLE 16
                            COMPANY SALES OR TRANSFER


         The Employer shall arrange to have the Union representative meet with
the prospective employer so that the new employer can familiarize himself with
the existing contract with the Seafarers International Union of North America,
Atlantic, Gulf, Lakes And Inland Waters District, AFL-CIO. The present Employer
shall meet all his contractual obligations to the Union on behalf of his
employees, and the Union will require the new employer to co-sign the existing
Agreement until its expiration so that all the new employee's vacation, pension,
welfare and seniority benefits are retained unless there is a hostile takeover
of the Company.


                                   ARTICLE 17
                                 SUBSTANCE ABUSE


         The Company and the Union shall negotiate a policy that is consistent
with the law and comply with FRA Rules and Regulations.


                                   ARTICLE 18
                            JOB POSTING AND SELECTION


         Section 1. When a job vacancy occurs, the Company will post a notice on
the Bulletin Board for a period of five (5) consecutive working days, giving all
employees an opportunity to make an application for the job by submitting their
names, in writing, to the Company.

         The Job Posting Notice will show the classification, current straight
time hourly rate, and location of the job vacancy. All posted vacancies shall be
filled by the senior qualified bidder.

         Employees who have bid on a posted job shall be notified to whom the
job was awards by a notice on the Bulletin Board at the time clock within one
(1) week from the closing date of original posting. The successful bidder will
be transferred as soon as circumstances permit. During the bidding period, the
Company may make a temporary assignment to fill the posted vacancy.

         An employee bidding into another classification must be able to
satisfactorily demonstrate competent performance.

         Employee bidding on a job posting will retain that bid until the first
successful bidder becomes qualified in the new position. Should, for any reason,
the successful bidder return to his former position, the second senior bidder
will be awarded the job, and so forth, until all bidders have been awarded the
job.

         Section 2. The qualifications for selection of employees for posted
jobs will be based upon seniority, qualifications, fitness; ability to fill the
job requirements as demonstrated, if need be, through the appropriate tests.
Whenever qualifications, fitness and ability are equal, seniority prevails.
Employees have the right to appeal through the grievance procedure.

                                   ARTICLE 19
                                      WAGES


Section 1. Rates of Pay.
<TABLE>

                       2001          2002      2003       2004      2005
<S>                    <C>           <C>        <C>        <C>       <C>

Conductor             $17.25       $17.76     $18.29      $18.85    $19.42

Engineer              $16.67       $17.17     $17.68      $18.21    $18.76

Brakemen              $13.77       $14.18     $14.60      $15.04    $15.49

Bridgemen/Utility     $12.00       $12.36     $12.73      $13.11    $13.50

Trackmen              $12.00       $12.36     $12.73      $13.11    $13.50

Utility Men           $11.00       $11.33     $11.66      $12.01    $12.37

</TABLE>

      All employees will be paid the rate of pay for the position they worked.

                                9
<PAGE>
Section 2. There shall be a three (3) hour call in notice.


Section 3.  Overtime.

         Overtime will be paid at the rate of one and one-half (1 1/2) times the
straight hourly rate shall be paid for all work in excess of eight (8) hours per
day and 40 hours per week.

                                   ARTICLE 20
                                    VACATION


         Section 1.  Vacation Schedule.

<TABLE>

                   2001-2002     2002-2003      2003-2004         2004-2005

<S>                   <C>           <C>            <C>               <C>

1-2 years           5 days         5 days         5 days            5 days

2-5 years          10 days        10 days        10 days           10 days

5-10 years         12 days        12 days        15 days           15 days

10 years or more   15 days        18 days        18 days           18 days
</TABLE>

            (A workday is Monday through Friday as per this section.)


         Section 2. All Employees must use all their vacation time during their
work year. There will be no carry over or payment in lieu of unused vacation.

         Section 3. Employees requesting vacation must provide at least thirty
(30) days notice of their intention to use their allotted vacation time.

         Section 4.  All vacations shall be given by seniority.

         Section 5. All bargaining unit employees shall not take their vacations
at the same time unless approved, in writing, by the Employer.

           Section 6. Employees must have at least one hundred and eighty five
days worked in the previous calendar year to earn vacation time.

                                   ARTICLE 21
                                    HOLIDAYS


         Section 1.  Holidays to be observed are listed below:

New Year's Day                              Labor Day
Martin Luther King's Birthday               Thanksgiving
President's Day                             Day after Thanksgiving
Memorial Day                                Christmas Eve Day
Independence Day                            Christmas Day


         Section 2. If any of the above mentioned holidays fall within the
vacation period, such holiday shall be counted in addition to vacation pay.

         Section 3. Employees who have accepted assignments to work on a holiday
and then fail to report for and perform such work without reasonable excuse
shall not receive pay for the holiday.

         Section 4. Employees must work or be available the day before and the
day after the holiday to qualify for holiday pay.

         Section 5. If an employee is required to work the above noted holidays
he or she shall be paid at the double time rate of pay. In addition, if he or
she has worked the holiday after receiving forty (40) hours, the rate shall be
double time and a half the rate of pay.

                                       10
<PAGE>

                                   ARTICLE 22
                                 VALIDITY CLAUSE


           Section 1. Any provisions of this Agreement which are, or hereafter
may be, in conflict with the provisions of any laws or lawful or governmental
regulations are, and shall be, modified or suspended but only to the extent and
for the period during which such conflict may exist.


                                   ARTICLE 23
                                      TERM


         This Agreement shall be in full force and effect from 12:01 a.m. of the
1st day of August, 2001 and shall terminate at midnight of the 31st day of July,
2005.

         Thereafter, it shall continue for one (1) year, and so on, from one (1)
year to the next, unless either party shall give the other party written notice
by registered mail, at least sixty (60) days prior to the expiration of any term
that it desires to modify or terminate or terminate the Agreement.


         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year aforesaid.


New York Cross Harbor Railroad             The Seafarers International Union
Terminal Corporation                       of  North America, AGLIWD, AFL-CIO

------------------------------              -------------------------


------------------------------              -------------------------


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                                       11
<PAGE>
                               JOB CLASSIFICATIONS

         All employees are responsible for the complete knowledge of all aspects
of their assigned jobs, all rules and regulations. Employees are responsible for
their license and permits if required. Each employee must report to work on time
and prepared for all assigned tasks. All employees must wear the proper
clothing, boots, safety glasses and hearing protection. All employees must pass
training and safety exams. All employees will be governed by NORAC Rules
applicable to their craft.

BRIDGEMEN/UTILITY:

         Work on all aspects of the bridge operations including day to day
maintenance of wenches, greasing the pulleys and cables. Proper lubrication of
toggle boxes and pins making sure there is oil in the oil pan. Inspect the
hatches on the water floats, including but not limited to leaks. On a daily
basis he/she must fill out a daily inspection report and hand it to the
operations manager. Sweeping off the floats. Responsible for the rack line when
the float comes in. Must be sure that there is enough line when the float is
departing. Must make sure floats are being tied up properly. Bridgemen/Utility
will be responsible for all other assigned duties. In addition, when there is no
bridge operation or maintenance the Bridgemen/Utility shall perform all work
assigned to him or her.

         Bridgemen/Utility must be with the bridge if any inspections or work is
being performed during weekdays, weekends or holidays.

BRAKEMEN/CONDUCTOR

         Make sure all switches are in proper order and greased. All derailers
are in their proper positions. Must inspect tracks to detect any potential
problems and report problems immediately. Check all car brakes. Inspect all cars
entering to verify if they are empties or loads. Make sure the gate at Bush
Terminal is secured after each float departs and open when each float arrives.
Check that all floats are properly secured. Make sure all gates are closed at
the end of the day.

         Supervise the switching, loading/unloading, breaking or making up of
the trains. Travel with the train on its assigned route. Assist and instruct
crew to couple and uncouple cars, throw switches and make minor repairs to rail
cars, including replacing heavy couplings or air brake hoses. Requires walking
long distances over uneven terrain. Receive and review instructions from yard
masters and operations manager. Discuss instructions with fellow brakemen and
engineer. Make sure all regulations are complied with. Make sure all switch
lists, time slips, delay and accident reports are handed in promptly. Any
required reports are completed in a timely manner.

         FLOATING PROCEDURE:

         Brakemen and conductors are responsible for the bridging of floats.
         Taking out pins when bridging . Making sure all four lines are secure.
         Making sure the rack line is secure.
         Taking brakes off the cars when loading and pulling the float.
         Verifying all orders with brakemen and engineer. Discuss how to pull
         and load the float.

ENGINEER:

         Inspect the engine before beginning a shift and before leaving for the
day. Turn in a completed locomotive inspection report at the end of the day.
Verify that the conductor has performed a transfer terminal and yard brake test.
Do all routine maintenance required, including but not limited to the bleeding
the air tanks daily; check lube oil, journal boxes, water and fuel levels.
Verify that the conductor and brakemen have properly positioned all switches and
de-railers for the day. Engineers are in charge with safe movement of both
engines and cars. Engineers while on duty must have their valid licenses in
their possession along with operating rules.

TRACKMEN:

         Responsible for all aspects of MOW, including the clean up and securing
all equipment. Repair air brakes and other rail car items, which we can charge
for. Responsible for checking all cars handled by the railroad. All problems
should be reported immediately to their supervisor. Going in to hatches to
inspect the floats and the pontoon, including checking for leaks. Responsible
for all welding and repairing. The bridges are to be checked for any potential
problems and filling out all inspection reports. Verifying the integrity of the
wench and rack lines. Responsible for pulling and spraying weeds, and to clean
up all the facilities.

UTILITY MEN:

         Shall perform any and all work assigned, for example, general
maintenance work and clerical.

                                       12
<PAGE>
                                    APENDIX A

         IT IS HEREBY UNDERSTOOD AND AGREED by and between the United Industrial
Workers, Service, Transportation, Professional, and Government of North America
of the Seafarers International Union, Atlantic, Gulf, Lakes and Inland Waters
District, AFL-CIO, (hereinafter called the "Union") and New York Cross Harbor
Railroad Terminal Corporation, (hereinafter called the "Company").

Section 1.  United Industrial Workers Health and Benefits Plan

          Effective August 1, 2001 through July 31, 2005 the Company shall pay $
541.15 per month to the United Industrial Workers Health and Benefits Plan for
each employee of the Company who works at least one (1) hour in a bargaining
unit position. Although the Company is obligated to remit contributions on
behalf of new employees, it is not required to remit the contributions for an
employee's first month of employment to the Welfare Fund until such employee
completes one (1) month on the job; unless state law requires disability
coverage to take effect upon the first day of employment, in which case the
company must remit contributions for all employees beginning with their first
month on the job. Contributions shall also be remitted for those employees not
working while receiving disability benefits or workers' compensation; or who are
absent pursuant to an approved leave of absence or vacation leave.

         Payment shall be remitted monthly to the Plan's billing office, and are
due no later than the 10th day of each month for the current month, except for
contributions on behalf of new employees. Payment should be remitted to:
Manpower Monitoring Office, 5201 Auth Way, Camp Springs, MD 20746. The Company
shall remit two (2) months of contributions on behalf of all new employees
during such employees' second month on the job. Payments are to be accompanied
by a written list showing the names and social security numbers of the
employees. The Company's contributions to the fund shall be held, managed and
administered in accordance with the current trust document of the United
Industrial Workers Health and Benefits Fund, or as the document may hereinafter
be amended.

         The Company agrees to furnish to the Plan all information pertaining to
names of employees, social security numbers, family status, new employees hired,
termination of employees, and other information as may be required by an
underwriting insurance company or by the Plan for the proper administration
thereof. The Company's payroll and other pertinent records as above indicated
may be examined by the Union or the Plan, or their representatives on demand at
any reasonable hour, after due notice. Where state disability, compensation or
other laws requiring contributions by the Company and/or employees are not
satisfied by the benefits of the Plan, the obligation of the Company and/or
employees to make such contributions shall continue unimpaired and in addition
to the foregoing contributions to the said Plan.

         By execution of the of this Agreement, the Company becomes a party and
subscriber to the trust agreement establishing the aforesaid United Industrial
Workers of North America Health and Benefits Plan, as amended, and acknowledges
receipt of a copy of such agreement, as amended.

         Further, it is acknowledged that the Plan has the authority to
establish procedures for the collection of contributions and for the recovery of
delinquencies. Such measures may include, but are not hereby limited to, the
right of the Plan to audit the Company financial records, the forfeiture of
benefits to participants and other available remedies implemented by the Plan's
trustees at their discretion.

         Section 2.  Arbitration concerning Payment to the Plans

         In order to avoid the necessity of litigation procedures, the parties
agree that may questions concerning the payment of monies due to any of the UIW
Plans may be submitted to arbitration in the County of Prince Georges, State of
Maryland; or in the state and county where the Company is located. It is within
the discretion of the Plan representative to choose between the two locations.
The parties agree that the Plans are authorized to directly pursue all matters
relating to payments of the Plans. In the event that the arbitration is
conducted in the State of Maryland, this agreement to arbitrate shall be valid
and enforceable in accordance with the Annotated Code of Maryland, Courts and
Judicial Proceedings, Title 3, Subtitle 2.

         Either the Plan or any Company which has a question concerning the
payment of contributions, interest, or other monies due to the Plans shall set
forth the question or questions in a written Demand for Arbitration, which shall
be served upon the opposing party by Certified Mail, Return Receipt Requested.
Within five (5) days after receipt of the Demand for Arbitration, the parties
shall cause a copy of such demand to be served upon John Sands, Esq., 55 Park
Street, Montclair, NJ 07042; Beverly Gross, 525 West End Avenue, Suite 12 A, New
York, NY 10024; or Alan Viani, 240 Judson Avenue, Dobbs Ferry, NY 10522; all of
whom are permanent impartial Arbitrators. The Arbitrator selected shall arrange
for a hearing upon the question or questions submitted at the earliest
convenience of the Arbitrator. The Arbitrator shall notify the parties of the
date, time and place of the hearing at least seven (7) days prior to the
scheduled date.

                                       13
<PAGE>
         The Arbitrator shall have the authority to award the unpaid
contributions with interest thereon and an amount equal to the greater of
interest on the unpaid contributions or liquidated damages in the amount of
twenty (20%) percent. Interest shall be computed at a reasonable rate. In the
event that the permanent Arbitrator is unable to hear and determine the question
within a reasonable time after his/her receipt of the demand, he/she may
designate another Arbitrator to hear and determine the question in his/her place
an stead.

         In the event that the parties are in agreement as to all the facts
bearing upon the question, they may submit the issue to the Arbitrator by a
written stipulation of facts and they may agree to waive a formal hearing. Any
waiver of hearing shall be executed in writing by the parties. The failure of
any party to attend an arbitration hearing as scheduled by the Arbitrator shall
not delay said arbitration, and Arbitrator is authorized to proceed to take
evidence and to issue an award as though such party were present.

         The Arbitrator shall not have the authority to alter in any way the
terms and conditions of the Agreement or the various applicable Agreements and
Declarations of Trust. The award of the Arbitrator shall be in writing and shall
be sworn to and may be issued with or without an opinion. The Award shall be
issued within seven (7) days of the hearing or submission of stipulated facts,
if the latter procedure is agreed upon, and shall be final, binding and
enforceable by any court of competent jurisdiction. Any extension of time for
the rendering of the Arbitrator's award must be mutually agreed upon by the
parties. In the event the Company is delinquent in its payment to the Plans, the
Company is responsible for the payment of the fees and expenses of the
Arbitrator. If the arbitration involves a disputed payment to the Plans, the
cost of the arbitration shall be equally shared between the parties.


         This Appendix A and Agreement shall be incorporated in and made part of
the Collective Bargaining Agreement between the Union and the Company.




Dated: __________________________



FOR THE COMPANY:                    FOR THE UNION:

New York Cross Harbor Railroad      United Industrial Workers, Service,
Terminal Corporation                Transportation, Professional, and
                                    Government of North America of the Seafarers
                                    International  Union  of  North
                                    America, AFL-CIO

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                                       14