CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                         OF THE SERIES C PREFERRED STOCK
                                       OF
                       NEW YORK REGIONAL RAIL CORPORATION


     W. Robert Bentley, the president and Ira A. Levy, the secretary of New York
Regional Rail Corporation, a Delaware corporation, DO HEREBY CERTIFY:

      That  pursuant to the authority  conferred  upon the Board of Directors by
the  Articles of  Incorporation,  the Board of  Directors  on December 10, 1999,
adopted the following  resolution creating a series of preferred shares,  $0.001
par value per share, designated as the Series C Preferred Shares.

   The relative  rights and  preferences of the Series C Preferred  Stock are as
follows:

1.   Designation  and Amount.  The shares of such series shall be  designated as
     the "Series C Preferred Shares" (the "Series C Preferred Shares"),  and the
     number of shares  constituting such series shall be 500,000.  The number of
     shares  constituting  such Series may, unless prohibited by the Articles of
     Incorporation,  be  decreased  by  resolution  of the  Board of  Directors;
     provided  that no  decrease  shall  reduce the number of Series C Preferred
     Shares to a number less than the number of shares then outstanding plus the
     number of shares issuable upon the exercise of outstanding options,  rights
     or warrants or upon the conversion of any outstanding  securities issued by
     the Corporation convertible into Series C Preferred Shares.

2.    Dividends and Distribution

            (i) The holders of Series C Preferred  Share,  in  preference to the
holders of Common Shares, shall be entitled to receive, when, and as declared by
the Board of Directors  out of funds legally  available for the purpose,  annual
dividends  payable  in cash  (each  such  date  being  referred  to  herein as a
"Dividend Payment Date"), commencing twelve months from the date of the issuance
of the Series C Preferred Shares, at the rate of $0.10 per share.


            (ii)  Dividends  which are not declared  will accrue.  Dividends not
declared will be cumulative. Accrued but unpaid dividends shall bear interest at
10% annum.  Dividends  paid on the Series C  Preferred  Shares in an amount less
than the total amount of such  dividends at the time such dividends are declared
and become payable shall be allocated pro rata on a  share-by-share  basis among
all such  shares  outstanding  at that time.  The Board of  Directors  may fix a
record  date for the  determination  of  holders  of Series C  Preferred  Shares
entitled to receive  payment of a dividend  or  distribution  declared  thereon,
which  record  date shall be not more than  fifteen ( 15) days prior to the date
fixed for the payment thereof.

<PAGE>

3.   Voting Rights. Each Series C Preferred Share shall be entitled to 300 votes
     will  respect to any  matter  upon  which the  holders of the  Corporations
     common stock are entitled to vote.

4.   Certain Restrictions -

            (i) Whenever  dividends declared or other  distributions  payable on
the Series C  Preferred  Shares as  provided in Section 2 hereof are in arrears,
thereafter  and  until  all  unpaid  dividends  and  distributions  on  Series C
Preferred Shares outstanding shall have been paid in full, the Corporation shall
not:

(a)  declare or pay dividends, or make any other distributions, on any shares of
     stock  ranking on a parity  (either as to  dividends  or upon  liquidation,
     dissolution  or winding  up) with the  Series C  Preferred  Shares,  except
     dividends paid ratably on the Series C Preferred Shares;

(b)  declare or pay dividends, or make any other distributions, on any shares of
     stock  ranking on a parity  (either as to  dividends  or upon  liquidation,
     dissolution  or winding  up) with the  Series C  Preferred  Shares,  except
     dividends paid ratably on the Series C Preferred Shares and all such parity
     stock on which  dividends  are payable or in arrears in  proportion  to the
     total amounts to which the holders of all such shares are then entitled;

(c)  redeem or purchase or  otherwise  acquire for  consideration  shares of any
     stock  ranking  junior  (either  as  to  dividends  or  upon   liquidation,
     dissolution or winding up) to the Series C Preferred Shares,  provided that
     the  Corporation  may at any time  redeem,  purchase or  otherwise  acquire
     shares of any such  junior  stock in  exchange  for  shares of stock of the
     Corporation  ranking  junior  (both as to dividends  and upon  liquidation,
     dissolution or winding up) to the Series C Preferred  Shares; or (d) redeem
     or purchase or otherwise  acquire for  consideration any Series C Preferred
     Shares,  or any  shares  of stock  ranking  on a parity  with the  Series C
     Preferred  Shares,  except in  accordance  with a  purchase  offer  made in
     writing or by publication  (as determined by the Board of Directors) to all
     holders of such  shares  upon such terms as the Board of  Directors,  after
     consideration  of the respective  annual  dividend rates and other relative
     rights  and  preferences  of  the  respective  series  and  classes,  shall
     determine in good faith will result in fair and equitable  treatment  among
     the respective series of classes.

            (ii)  The  Corporation  shall  not  permit  any  subsidiary  of  the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the Corporation unless the Corporation could, under subparagraph (i) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

      5. Reacquired Shares. Any Series C Preferred Shares purchased or otherwise
acquired by the Corporation in any manner whatsoever shall constitute authorized
but  unissued  Preferred  Shares and may be  reissued as part of a new series of
Preferred Shares by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein, in the Articles
of Incorporation,  or in any other Certificate of Designation  creating a series
of Preferred Shares or as otherwise required by law.

<PAGE>

      6.   Liquidation,   Dissolution  or  Winding  Up.  Upon  any  liquidation,
dissolution or winding up of the Corporation,  no distribution  shall be made to
the  holders of shares of stock  ranking  junior  (either as to dividend or upon
liquidation, dissolution or winding up) to the Series C Preferred Shares unless,
prior  thereto,  the holders of Series C Preferred  Shares  shall have  received
$1.20 per share,  plus an amount  equal to  declared  and unpaid  dividends  and
distributions  thereon to the date of such  payment,  plus  interest  accrued or
accrued but unpaid dividends.

      7.  Consolidation,  Merger,  Exchange,  etc. In case the Corporation shall
enter into any consolidation,  merger, combination,  statutory share exchange or
other  transaction  in which the Common Shares are exchanged for or changed into
other stock or  securities,  money and/or any other  property,  then in any such
case the Series C Preferred Shares shall at the same time be similarly exchanged
or changed into preferred  shares of the surviving  entity providing the holders
of such  Preferred  Shares  with  substantially  the same  relative  rights  and
preferences as the Series C Preferred Shares.

      8.    Conversion.

            (i) At the option of the holder of Series C Preferred  Shares,  each
Series C Preferred Share is convertible on or after June 1, 2000 into fully paid
and non-assessable  shares of the Corporation's  common stock equal in number to
the amount determined by the following Conversion Formula.

                        $1.00                    =   Shares of Common Stock
            ------------------------------
                The lesser of X or y

            Where:
            X =   The Fixed Conversion Price, which initially is $0.078
            Y    = 90% of the  average  closing  bid price of the  Corporation's
                 common stock during the five trading days immediately preceding
                 the  date  the  notice  of   conversion   is  received  by  the
                 Corporation

Notice of the conversion  shall be effective when such notice is received by the
Corporation,  signed by the record holder of the Series C Preferred Shares,  and
specifying the number of shares to be converted.

            (ii) The  Corporation  agrees,  at its own  expense,  to include the
shares  issuable  upon the  conversion  of the Series C Preferred  Shares in any
registration statement (other than a registration statement on Form S-4, S-8, or
any  other   inapplicable   form)  which  may  be  filed  by  the   Corporation.
Notwithstanding  the  above,  if at the  time a  Series  C  Preferred  Share  is
converted  the  Corporation  does not have a current  registration  statement in
effect with the Securities and Exchange  Commission  covering the resale of such
shares of common stock,  then for each five day period  following the conversion
date that such shares are not  registered,  the Company will issue to the former
shareholder of the Series C Preferred  shares which were  converted,  additional
shares of the Corporation's  common stock ("Additional  Shares") equal in number
to the amount  determined  by  multiplying  (i) 0.0125 by (ii) the shares issued

<PAGE>

upon  conversion  and  which  were  not  covered  by an  effective  registration
statement.  The Corporation agrees, at its own expense, to cause such all shares
issued upon conversion of the Series C Preferred  shares and all such Additional
Shares to be covered by an effective  registration  statement  within 60 days of
the date of conversion which resulted in the issuance of such shares.

            (c) In the  event  the  Corporation  shall  at any  time  after  the
issuance of the Series C Preferred  Shares declare or pay any dividend on common
shares  payable in common  shares,  or effect a subdivision  or  combination  or
consolidation  of  the  outstanding  common  shares  (by   reclassification   or
otherwise)  into a greater or lesser number of Common Shares,  then in each such
case the Fixed Conversion Price shall be adjusted as follows:

            X Fixed Conversion Price in effect = adjusted Fixed Conversion Price
            Y immediately prior to such event

          X=   The number of common shares that were  outstanding  immediately
               prior to such event
          Y=  The number of common shares  outstanding  immediately  after such
              event.

            (d) If the Corporation sells or issues any security, or enters into
any  agreement  relating to the issuance of any security,  which is  convertible
into shares of the Corporation' common stock on a basis more favorable than that
provided in this Section 8, then the Conversion  Formula  provided in subsection
(a) will be immediately adjusted to that of the more favorable provision.

            (e) For each Series C Preferred  Share  converted into shares of the
Corporation' s common stock the  Corporation  will issue to the former holder of
such Series C  Preferred  Share a warrant  which will allow for the  purchase of
1.0452 shares of the Corporation's common stock. The warrant will be exercisable
at a price of $0.12  per  share at any time  during  the  period  ending 90 days
following the  conversion of the Series C Preferred  share which resulted in the
issuance  of  the  warrant.  While  any  warrant  is  outstanding,  (i)  if  the
Corporation  engages  in any  transaction  specified  in  paragraph  (c) of this
Section 8, the number of shares of common  stock  into  which the  warrants  are
exercisable  shall be  proportionately  increased,  and (ii) of the  Corporation
issues or sells any shares of common  stock or options,  warrants,  contracts or
securities  convertible  or exchanged  into or evidencing  the right to purchase
common stock for  consideration  less than the exercise price of the warrants as
set forth in this  paragraph  (e), then in each such case the exercise  price of
the  warrants  shall be  proportionately  reduced.  The  shares of common  stock
issuable  upon  the  exercise  of the  warrant  will  be  included  in the  same
registration  statement  that will be filed to cover the shares of common  stock
issuable upon the conversion of the Series C Preferred Shares.

IN  WITNESS   WHEREOF,   we  have  executed  this  Certificate  or  Designation,
Preferences, and Rights this 21st day of March,2000.


------------------------
President


-------------------------
Secretary