Executive Contract Agreement


AGREEMENT made as of the 1st day of October, 2001 by and between RTS,
Incorporated, a New Jersey Corporation (hereinafter referred to as RTS), and New
York Cross Harbor Railroad Terminal Corporation, a New York Corporation, having
its principal place of business located at 4302 First Ave., Brooklyn, New York
(hereinafter referred to as "the Company").

WHEREAS the parties hereto have negotiated a mutually satisfactory arrangement
for the contract services of RTS to provide executive management for the
Company.

Now therefore, in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:

1.       Services and Duties. The Company hereby assigns Wayne Eastman of RTS to
         act as the Chief Operating Officer for New York Cross Harbor
         Railroad, and Wayne Eastman hereby accepts such assignment upon the
         terms and conditions hereinafter set forth. Wayne Eastman shall devote
         himself diligently to the promotion of the Company's interests. Wayne
         Eastman shall provide, but not limited to, the usual services provided
         as the Vice President of Operations and those duties reasonably
         requested of him by the President.

2.       Term. The term of this Agreement shall be one (1) year commencing on
         the date first above written. The Company hereto may terminate this
         Agreement at any time "for cause" or a disability whereby RTS is unable
         to perform the duties set forth in this Agreement for a period of three
         consecutive months. The Agreement shall automatically renew for a
         period of one (1) year unless either party gives the other written
         notice 60 days prior to the end date of the contract that the party
         wishes to terminate the renewal.

3.       Compensation.

         A.       Regular Compensation
              As compensation for the services rendered by RTS, the Company will
              pay to RTS the amount of $4000.00 per month. The Company agrees to
              allow use of Corporate facilities and automobiles as necessary for
              providing the services described in this Agreement.

         B.       Bonus Compensation
              RTS shall also be entitled to the following Bonus Compensation
              pursuant to the achievement of the following terms.

              i.       Stock Options
                         After each one-year period of this agreement RTS shall
                         be entitled to the following Bonus Compensation. For
                         any increase in gross sales revenue above the previous
                         years gross sales revenues of the New York Cross Harbor
                         Railroad, the Company shall grant Wayne Eastman stock
                         options in New York Regional Rail Corp. These options
                         will be granted at a rate of 1 stock option for each
                         $10 increase in gross sales revenue. First year's
                         option exercise price shall be 100% of the value of the
                         closing stock price of New York Regional Railroad's
                         common stock symbol "NYRR" traded on the NASDAQ
                         Exchange, as reported by such exchange on the execution
                         date of this agreement. Each year thereafter, said
                         option price shall be 100% of the value of the closing
                         stock price of New York Regional Railroad's common
                         stock symbol "NYRR" traded on the NASDAQ Exchange as
                         reported by such exchange commencing on each one year
                         anniversary of the date of this agreement. Said grant
                         will be paid within 30 days of the Company closing of
                         its books for the 3rd Quarter of the Calendar year.

              C.  Vacation Time.
              Wayne Eastman shall be entitled to three (3) weeks paid vacation
              for each one year of service while this Agreement is in effect.

4.       Expenses. During the term of this Agreement the Company shall pay, or
         reimburse Wayne Eastman for, the reasonable and necessary expenses
         incurred in connection with this agreement, and such other expenses as
         the President or Board of Directors shall specifically approve. Wayne
         Eastman shall be compensated for business use of his vehicle at the
         rate of $500.00 per month. Wayne Eastman will be reimbursed for medical
         insurance premiums at a rate of $606.40 per month.

5.       Termination For Cause.  At any time during the Term, the Company may
         terminate this agreement and the assignment of Wayne Eastman as Vice
         President of Operations hereunder for Cause (as defined herein),
         effective immediately upon notice to Wayne Eastman.

                                       1
<PAGE>
         For purposes of this Agreement, Cause shall mean that Wayne Eastman:
         (1) breaches, neglects or fails to diligently perform to the reasonable
         satisfaction of the Company any or all of this duties under this
         Agreement, (2) commits an act of dishonesty or breach of trust, or acts
         in a manner which is inimical or injurious to the business or interest
         of the Company, (3) violates or breaches any of the provisions of the
         Agreement, (4) act or omission to act results in or is intended to
         result directly in gain to or personal enrichment at the Company's
         expense., (5) is indicted for or convicted of a felony or any crime
         involving larceny, embezzlement or moral turpitude, (6) becomes
         insolvent, makes an assignment for the benefit of creditors, files or
         has filed against him a petition for relief or other proceeding under
         federal bankruptcy law or state insolvency law or is assessed, or
         administered in any type of creditor's proceedings.

         On termination of this Agreement, all rights to compensation and
         benefits of RTS shall cease as of the Date of Termination, except RTS
         shall be entitled to any unpaid portion compensation earned to the Date
         of Termination.

6.       Vesting. Any options earned by virtue of the successful completion of
         the objectives set forth in Paragraph 3 above shall immediately be
         deemed vested. The option rights identified in this Agreement shall
         expire upon the earlier of one year from the date of vesting or 90 days
         following the termination of the Agreement. Upon any termination of the
         Agreement all rights to any unvested options shall be terminated.

7.       Binding Effect.  This Agreement shall inure to the benefit of and be
         binding upon the Company, its successors and assigns.

8.       Notice.  Any notice required to be given by this Agreement shall be
         delivered in hand to the person to whom such notice is addressed or
         mailed to such person by certified mail to the following appropriate
         address:

              To the Company:   Darryl S. Caplan, Esq.
                                Cureton Caplan Hunt Scaramella & Clark, P.C.
                                950 Chester Avenue
                                Delran, NJ 08075

              To RTS, Inc.:     Wayne Eastman
                                RTS, Inc.
                                8 Pueblo Trail
                                Branchburg, NJ 08876

9.       Governing Law. This Agreement shall be governed, construed and enforced
         according to the laws of the State of New Jersey and no other. All
         actions, whether sounding in contract or in tort, shall be instituted
         and litigated in the State of New Jersey and the parties hereto submit
         to the jurisdiction of the courts of the State of New Jersey,
         specifically the United States District Court of New Jersey and/or
         Superior Court of New Jersey.

10.      Nondisclosure.  At all times during and after the Term, RTS shall keep
         confidential  and shall not,  except with the Company's  express prior
         written consent, or except in the proper course of his employment with
         the Company, directly or indirectly,  communicate,  disclose, divulge,
         publish,  or  otherwise  express,  to any  Person,  or use for his own
         benefit or the benefit of any Person, any trade secrets,  confidential
         or  proprietary  knowledge  or  information,  no  matter  when  or how
         acquired,   concerning  the  conduct  and  details  of  the  Company's
         business,   including  without  limitation  ;names  of  customers  and
         suppliers,  marketing methods, trade secrets, policies,  prospects and
         financial  condition.  For  purposes  of  this  Section,  confidential
         information shall not include any information which is now known by or
         readily  available to the general  public or which becomes known by or
         readily  available to the general public other than as a result of any
         improper act or omission of RTS.

11.      Entire Agreement. It is specifically stipulated that there are no
         verbal agreements or understandings between the parties hereto
         affecting this Agreement, and that this Agreement constitutes the sole
         agreement between the parties. All prior contract agreements between
         RTS and the Company (and/or any of its affiliates) are hereby
         terminated as of the date hereof as fully performed on both sides.

In Witness Whereof the parties have caused this Agreement to be executed, sealed
and delivered, in the case of the Company by its officer thereunto duly
authorized, as of the date first above written.

                           The Company

                           By:__________________________________________

                           RTS, Inc.

                           By:__________________________________________


                                       2