EMPLOYMENT AGREEMENT

      AGREEMENT made as of the 1st day of September,  2000 by and between Ronald
Bridges  (hereinafter  referred to as "the  Employee") and New York Cross Harbor
Railroad Terminal Corporation,  New York Regional Railroad, OSK Capital 1 and CH
Proprietary,  a New  York  Corporation,  Delaware  Corporation,  and New  Jersey
Corporation  respectively  having their principal place of businesses located at
4302 First Ave.,  Brooklyn,  New York  (hereinafter  referred to collectively as
"the Company").

      WHEREAS  the  parties  hereto  have  negotiated  a  mutually  satisfactory
arrangement for the employment of Ronald Bridges by the Company;

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

      1.  Employment.  The Company  hereby  employs Ronald Bridges to act as the
President  New York  Regional  Rail  Corporation,  New York Cross  Harbor and CH
Proprietary and Ronald Bridges hereby accepts such employment upon the terms and
conditions hereinafter set forth.

      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 the Employee 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 the employee,  the Company
      agrees to allow use of Corporate facilities as necessary for the Employee,
      related  to his  employment  with the  Company  including  an  automobiles
      allowance  not to exceed  $600 per month  until  the  termination  of this
      Agreement.  Any personal,  relocation or living expenses in excess of this
      amount will be the  responsibility of the Employee.  The Company will also
      pay to the Employee the amount of $6,400.00 per month.

      B.    Bonus Compensation

      The employee  shall also be entitled to the following  Bonus  Compensation
      pursuant to the achievement of the following terms.



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            (i)   Stock Options

            After each one year period of this  agreement the Employee  shall be
            entitled to the following Bonus  Compensation.  For each one million
            dollar  increase in gross sales  revenues  above the previous  years
            gross sales  revenues  of the New York Cross  Harbor  Railroad,  the
            Company  shall grant the Employee  100,000 stock options in New York
            Regional Rail Corp.  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.

            (ii)  Monetary Bonus Compensation

            After each one-year  period of this  agreement the Employee shall be
            entitled to the following Bonus Compensation. The Company also shall
            pay the Employee  five (5) percent of the first one million  dollars
            increase  of gross  sales,  and 2.5 percent of any gross sales above
            one  million  dollars.   Said  increase  in  gross  sales  shall  be
            determined by subtracting the previous years gross sales revenues of
            New York Cross Harbor from the current years gross sales revenues as
            reported in the Company's Federal Tax Returns.

            At the request of the Employee earned compensation in Section 3(ii),
            above may be used to reduce the option  exercise price as stipulated
            in Section 3(i) of this  Agreement.  Such  reduction if requested in
            writing will be made using the following formula.  Number of options
            granted  multiplied  by the  original  option  exercise  price minus
            Monetary  Bonus  Compensation  divided  by  the  number  of  options
            granted.  If this new exercise price is less than $0.01, the options
            granted  will be  exercisable  at $0.01  and the  employee  shall be
            entitled to the difference  between the Monetary Bonus  Compensation
            and the reduction in option exercise cost.

            Said Monetary Bonus  Compensation will be paid within 30 days of the
            Company  closing of its books for the 3rd  Quarter  of the  Calendar
            year.

      C.    Vacation Time:

    The Employee  shall be entitled to three (3) weeks paid vacation  after each
    one year of service while this Agreement is in effect.



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      4. Duties.  The Employee shall devote himself  diligently to the promotion
of the Company's interests the Employee shall provide, but not be limited to the
usual services provided as the President and those duties  reasonably  requested
of him by the Board of Directors. The Employee, working with the Company's Board
of Directors,  Consultants and Advisors, shall identify and nominate a candidate
to serve as the Company's Chief Executive  Officer and/or an Operating  Officer,
when, if and as needed.

To avoid any appearance of impropriety any and all agreements between any entity
to which the Employee  maintains an interest shall require the prior approval of
the Company's Board of Directors.

      5.  Expenses.  During the term of this Agreement the Company shall pay, or
reimburse the Employee for, the  reasonable and necessary  expenses  incurred in
connection  with  his  employment,  and  such  other  expenses  as the  Board of
Directors  shall  specifically  approve.  The Employee shall be compensated  for
business use of his vehicle at the rate of thirty ($0.30) cents per mile.

     6.  Termination  For Cause.  At any time  during the Term,  the Company may
terminate the  employee's  employment  hereunder for Cause (as defined  herein),
effective immediately upon notice to the Employee.

      For  purposes  of this  Agreement,  Cause  shall  mean:  (1) the  Employee
breaches, neglects or fails to diligently perform to the reasonable satisfaction
of the Company any or all of his duties under this  Agreement,  (2) the Employee
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) The
Employee  violates or breaches any of the provisions of this Agreement,  (4) the
Employee's  act or omission to act results in or is intended to result  directly
in gain to or personal enrichment of the Employee at the Company's expense,  (5)
the Employee is indicted  for or  convicted  of a felony or any crime  involving
larceny,  embezzlement or moral turpitude,  (6) the Employee 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 the Employee shall cease as of the Date of  Termination,  except the Employee
shall be entitled to any unpaid portion of his Salary and benefits earned to the
Date of Termination.

      7. 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 this Agreement. Upon any termination of this Agreement all rights
to any unvested options shall be terminated.

     8. Personal Contract.  The obligations and duties of the Employee hereunder
shall  be  personal  and  not  assignable  or  delegable  by him  in any  manner
whatsoever.


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


     10.  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.
                        950B Chester Avenue
                        Delran, NJ 08075


     o Ronald Bridges:  Ronald Bridges
                        9 East 75th Street Apt 5A
                        New York, NY 10021

      11.  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.

      12.  Nondisclosure.  At all times during and after the Term,  the Employee
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 the Employee.

      13. 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 employment  agreements  between the Employee and the Company
(and/or any of its  affiliates)  are hereby  terminated as of the date hereof as
fully performed on both sides.



<PAGE>


      In Witness  Whereof the parties  hereto 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: ______________________________




                                  ----------------------------------------
                                  Ronald Bridges