Exhibit 10.2






                        REGISTRATION RIGHTS AGREEMENT

                                    between

                            GENESEE & WYOMING INC.

                                      and

                            THE 1818 FUND III, L.P.




                    _______________________________________

                            Dated December 12, 2000
                    _______________________________________

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                               TABLE OF CONTENTS
                                                                        Page #

1.       Background . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

2.       Registration Under Securities Act, etc.  . . . . . . . . . . . . .  1
         2.1     Registration on Request  . . . . . . . . . . . . . . . . .  1
         2.2     Piggyback Registration . . . . . . . . . . . . . . . . . .  4
         2.3     Shelf Registration . . . . . . . . . . . . . . . . . . . .  6
         2.4     Registration Procedures  . . . . . . . . . . . . . . . . .  7
         2.5     Underwritten Offerings . . . . . . . . . . . . . . . . . . 11
         2.6     Preparation; Reasonable Investigation  . . . . . . . . . . 13
         2.7     Limitations, Conditions and Qualifications to Obligations
                 under Registration Covenants . . . . . . . . . . . . . . . 13
         2.8     Indemnification  . . . . . . . . . . . . . . . . . . . . . 15

3.       Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4.       Rule 144 and Rule 144A . . . . . . . . . . . . . . . . . . . . . . 20

5.       Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . 21

6.       Nominees for Beneficial Owners . . . . . . . . . . . . . . . . . . 21

7.       Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

8.       Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

9.       Calculation of Percentage Interests in Registrable Securities  . . 22

10.      No Inconsistent Agreements . . . . . . . . . . . . . . . . . . . . 22

11.      Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

12.      Certain Distributions  . . . . . . . . . . . . . . . . . . . . . . 23

13.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

14.      Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 23

15.      Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

16.      GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . 23

17.      Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 24





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                 REGISTRATION RIGHTS AGREEMENT, dated as of December __,
2000, between GENESEE & WYOMING INC., a Delaware corporation (the "Company"),
and THE 1818 FUND III, L.P., a Delaware limited partnership (the
"Purchaser").

                 1.       Background.  Pursuant to a Stock Purchase Agreement,
dated October 19, 2000, by and between the Company and the Purchaser (the
"Stock Purchase Agreement"), (i) the Purchaser has agreed to purchase from
the Company, and the Company has agreed to issue to the Purchaser, up to an
aggregate of 25,000 shares of 4.0% Senior Redeemable Convertible Preferred
Stock, Series A, $.01 par value per share (the "Preferred Stock"), for a
price per share of $1,000.00.  The Preferred Stock is convertible, at the
option of the Purchaser, into Class A Common Stock.  Capitalized terms used
herein but not otherwise defined shall have the meanings given them in the
Stock Purchase Agreement or in Section 3 hereof.

                 2.       Registration Under Securities Act, etc.

                          2.1     Registration on Request.

                                  (a)      Request.  Subject to Section
2.1(f), at any time following December 12, 2001, one or more holders (the
"Initiating Holders") of 25% or more of the total number of shares of Class A
Common Stock issued or issuable upon conversion or issued upon exchange of
the Preferred Stock that has been issued pursuant to the Stock Purchase
Agreement, may, upon written request (if such request involves an
underwritten offering, each such request shall specify the number of shares
to be included in such registration and the acceptable price range for the
shares to be included in such registration), require the Company to effect
the registration under the Securities Act of any Registrable Securities held
by such Initiating Holders.  Should the Initiating Holders request
registration of the Preferred Stock that constitute Registrable Securities,
any legal expenses arising as a result of conforming the Preferred Stock for
public trading shall be divided equally between and paid by the Company and
the Initiating Holders.  The Company promptly will give written notice of
such requested registration to all other holders of Registrable Securities
who are entitled to join in such registration. After December 12, 2001, the
Company will use its reasonable best efforts to effect, not later than 90
days after the end of the period in which each request for registration is
received (or, if the 90th day is not a business day, the first business day
thereafter), the registration under the Securities Act, including, by means
of a shelf registration on Form S-3 (or any successor form) pursuant to Rule
415 under the Securities Act if so requested in such request (but only if the
Company is then eligible to use such a shelf registration and if Form S-3 (or
such successor form) is then available to the Company), of

                                           (i)     the Registrable Securities
         that the Company has been so requested to register by such Initiating
         Holders, and

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                                           (ii)    all other Registrable
         Securities that the Company has been requested to register by the
         holders thereof (such holders together with the Initiating Holders
         hereinafter are referred to as the "Selling Holders") by written
         request given to the Company within 30 days after the giving of such
         written notice by the Company of such registration, all to the extent
         required to permit the disposition of the Registrable Securities so
         to be registered.

                                  (b)      Registration Statement Form.
Registrations under this Section 2.1 shall be on such appropriate
registration form of the Commission as shall be reasonably selected by the
Company.

                                  (c)      Effective Registration Statement.
A registration requested pursuant to this Section 2.1 shall not be deemed to
have been effected:

                                           (i)     Subject to Section 2.7,
         unless a registration statement with respect thereto has become
         effective and remained effective in compliance with the provisions of
         the Securities Act with respect to the disposition of all Registrable
         Securities covered by such registration statement until the earlier
         of (x) such time as all of such Registrable Securities have been
         disposed of in accordance with the intended methods of disposition by
         the seller or sellers thereof set forth in such registration
         statement and (y) 180 days after the effective date of such
         registration statement, except with respect to any registration
         statement filed pursuant to Rule 415 under the Securities Act, in
         which case the Company shall use its best efforts to keep such
         registration statement effective until 80% of the Registrable
         Securities included in such registration statement shall cease to be
         Registrable Securities,

                                           (ii)    if after it has become
         effective, such registration is interfered with by any stop order,
         injunction or other order or requirement of the Commission or other
         governmental agency or court for any reason not attributable to the
         Selling Holders and has not thereafter become effective, or

                                           (iii)   if the conditions to
         closing specified in the underwriting agreement, if any, entered into
         in connection with such registration are not satisfied or waived,
         other than by reason of a failure on the part of the Selling Holders




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provided, however, that in each of the foregoing cases, if a registration
statement has not become effective due to the failure of a Selling Holder to
perform its obligations under this agreement or in the event the Selling
Holders withdraw or do not pursue the request for registration, then such
registration shall be deemed to have been effected, except under
circumstances described in Section 2.7.

                                  (d)      Selection of Underwriters.  If a
requested registration pursuant to this Section 2.1 involves an underwritten
offering, the underwriter or underwriters of each underwritten offering of
the Registrable Securities so to be registered shall be selected by the
Selling Holders of more than 50% of each class of Registrable Securities to
be included in such registration and shall be reasonably acceptable to the
Company.

                                  (e)      Priority in Requested Registration.
If the managing underwriter of any underwritten offering shall advise the
Company (and the Company shall so advise each Selling Holder of Registrable
Securities requesting registration in writing of such advice) that, in its
opinion, the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering within a
price range acceptable to the Initiating Holders (as specified in their
request for registration), the Company, except as provided in the following
sentence, will include in such registration, to the extent of the number and
type that the Company is so advised can be sold in such offering, Registrable
Securities requested to be included in such registration and securities held
by Unirail, LLC and entitled to registration rights pursuant to the
Registration Rights Agreement, dated September 30, 1999, between the Company
and Unirail, LLC, pro rata among the Selling Holders requesting such
registration and Unirail, LLC, on the basis of the estimated gross proceeds
from the sale thereof.  If the total number of Registrable Securities
requested to be included in such registration cannot be included as provided
in the preceding sentence, holders of Registrable Securities requesting
registration thereof pursuant to Section 2.1, representing not less than
33-1/3% of the Registrable Securities with respect to which registration has
been requested and constituting not less than 66-2/3% of the Initiating Holders,
shall have the right to withdraw the request for registration by giving
written notice to the Company within 20 days after receipt of such notice by
the Company and, in the event of such withdrawal, such request shall not be
counted for purposes of the requests for registration to which holders of
Registrable Securities are entitled pursuant to Section 2.1 hereof.  In
connection with any such registration to which this Section 2.1(e) is
applicable, no securities other than Registrable Securities or securities
held by Unirail, LLC and entitled to registration rights pursuant to the
Registration Rights Agreement, dated September 30, 1999, between the Company
and Unirail, LLC, shall be covered by such registration.


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                                  (f)      Limitations on Registration on
Request.  Notwithstanding anything in this Section 2.1 or Section 2.3 to the
contrary, in no event will the Company be required to (i) effect, in the
aggregate, more than two registrations, or three registrations if the
Purchaser has purchased Preferred Stock from the Company pursuant to the
Stock Purchase Agreement for an aggregate purchase price of at least
$20,000,000, pursuant to this Section 2.1 or Section 2.3(d) (in respect of an
underwritten "take-down"), or (ii) effect more than one registration pursuant
to this Section 2.1 or Section 2.3(d) (in respect of an underwritten "take-
down") within the twelve-month period occurring immediately subsequent to the
effectiveness (within the meaning of Section 2.1(c)) of a registration
statement filed pursuant to this Section 2.1 or Section 2.3(d) (in respect of
an underwritten "take-down").

                                  (g)      Redesignation.  In the case of
Registrable Securities which are not Class A Common Stock, upon the request
of holders of 51% of all such Registrable Securities to be covered by such
registration or if advised by the managing underwriter of such offering, the
Company shall reissue the Registrable Securities in denominations suitable
for public trading (by depositary share arrangements or otherwise).

                                  (i)      Expenses.  The Company will pay all
Registration Expenses (except for any (x) underwriting commissions or
discounts or (y) legal expenses for conforming Preferred Stock which shall be
paid as set forth in Section 2.1(a)) in connection with any registration
requested pursuant to this Section 2.1.

                          2.2     Piggyback Registration.

                                  (a)      Right to Include Registrable
Securities.  Following December 12, 2001, if the Company at any time proposes
to register any shares of Common Stock or any securities convertible into
Common Stock under the Securities Act by registration on any form other than
Forms S-4 or S-8, whether or not for sale for its own account, it will each
such time give prompt written notice to all holders of Registrable Securities
of its intention to do so and of such holders' rights under this Section 2.2.
Upon the written request of any such holder (a "Requesting Holder") made as
promptly as practicable and in any event within 10 days after the receipt of
any such notice, the Company will use its reasonable best efforts to effect
the registration under the Securities Act of all Registrable Securities that
the Company has been so requested to register by the Requesting Holders
thereof; provided that should a holder fail to provide timely notice to the
Company as to whether it wishes to participate in a registration, such holder
will forfeit any rights to participate in the registration with respect to
such proposed offering; provided, further, that prior to the effective date
of the registration statement filed in connection with such registration,


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immediately upon notification to the Company from the managing underwriter of
the price at which such securities are to be sold, if such price is below the
price that any Requesting Holder shall have indicated to be acceptable to
such Requesting Holder, the Company shall so advise such Requesting Holder of
such price, and such Requesting Holder shall then have the right to withdraw
its request to have its Registrable Securities included in such registration
statement; and, provided, further, that if, at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or
to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each Requesting Holder of
Registrable Securities and (i) in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from any obligation
of the Company to pay the Registration Expenses in connection therewith),
without prejudice, however, (but subject to Section 2.7) to the rights of any
holder or holders of Registrable Securities entitled to do so to cause such
registration to be effected as a registration under Section 2.1, and (ii) in
the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as the delay in
registering such other securities.  No registration effected under this
Section 2.2 shall relieve the Company of its obligation to effect any
registration upon request under Section 2.1.  As between the Company and the
Requesting Holders, the Company shall be entitled to select the underwriters
in connection with any registration pursuant to this Section 2.2.

                                  (b)      Priority in Piggyback Registra-
tions.  If the managing underwriter of any underwritten offering shall inform
the Company of its opinion that the number or type of Registrable Securities
requested to be included in such registration would materially adversely
affect the timing, price or distribution of such offering, and the Company
has so advised the Requesting Holders in writing, then the Company will
include in such registration, to the extent of the number and type that the
Company is so advised can be sold in (or during the time of) such offering,
first, all securities proposed by the Company to be sold for its own account,
second, such securities requested to be included in such registration by such
Persons having exercised "demand" registration rights pursuant to written
agreements with the Company in respect of such registration that require that
their securities be included in such registration, third, such Registrable
Securities requested to be included in such registration and (i) such
securities held by Robert Wheeler and entitled to registration rights
pursuant to the Stock Option Agreement, dated April 15, 1999, between the
Company and Robert Wheeler, (ii) such securities held by Geoffrey Chambers
and entitled to registration rights pursuant to the Stock Option Agreement,
dated April 15, 1999, between the Company and Geoffrey Chambers and (iii)


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such securities held by Unirail, LLC and entitled to registration rights
pursuant to the Registration Rights Agreement, dated September 30, 1999,
between the Company and Unirail, LLC, pro rata among the foregoing on the
basis of the estimated proceeds from the sale thereof, and fourth, all other
securities proposed to be registered.

                                  (c)      Expenses.  The Company will pay all
Registration Expenses in connection with any registration effected pursuant
to this Section 2.2.

                          2.3     Shelf Registration

                                  (a)      Filing and Effectiveness of Shelf
Registration.  Promptly following December 12, 2001, if requested by holders
of at least 25% of the Registrable Securities, if the Company is eligible to
use Form S-3 (or such successor form) the Company shall file an "evergreen"
shelf registration statement pursuant to Rule 415 under the Securities Act
(the "Shelf Registration") on Form S-3 (or any successor form) solely with
respect to (i) the Registrable Securities and (ii) to the extent requested,
securities held by Unirail, LLC and entitled to registration rights pursuant
to the Registration Rights Agreement, dated September 30, 1999, between the
Company and Unirail, LLC.  The Company shall use its reasonable best efforts
to have the Shelf Registration declared effective as soon as reasonably
practicable after such filing, and shall use its reasonable best efforts to
keep the Shelf Registration effective and updated, from the date such Shelf
Registration is declared effective until such time as 80% of the Registrable
Securities included in such registration statement shall cease to be
Registrable Securities.

                                  (b)      Supplements and Amendments;
Expenses.  The Company shall supplement or amend, if necessary, the Shelf
Registration, as required by the instructions applicable to such registration
form or by the Securities Act or as reasonably required by the holders of (or
any underwriter for) more than 50% of the Registrable Securities if such
holders have been advised by counsel that such amendment or supplement is
required to comply with the Securities Act and the Company shall furnish to
the holders of the Registrable Securities to which the Shelf Registration
relates copies of any such supplement or amendment prior to its being used
and/or filed with the Commission.  The Company shall pay all Registration
Expenses in connection with the Shelf Registration, whether or not it becomes
effective, and whether all, none or some of the Registrable Securities are
sold pursuant to the Shelf Registration.  In no event shall the Shelf
Registration include securities other than Registrable Securities and
securities held by Unirail, LLC and entitled to registration rights pursuant
to the Registration Rights Agreement, dated September 30, 1999, between the



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Company and Unirail, LLC, unless holders of more than 66-2/3% of the
Registrable Securities consent to such inclusion.

                                  (c)      Effective Shelf Registration
Statement.  A Shelf Registration pursuant to this Section 2.3 shall not be
deemed to have been effected unless a Shelf Registration has become effective
and remained effective in compliance with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities and until
such time as 80% of the Registrable Securities included in such Shelf
Registration have been disposed of under the Shelf Registration.

                                  (d)      Underwritten Shelf "Take-Down".  It
is expressly agreed and understood that for purposes of this Agreement any
subsequent underwritten "take-down" with respect to the Shelf Registration
shall constitute a registration for purposes of Section 2.1 and shall be
counted toward the number of registrations required to be effected by the
Company under Section 2.1(f); provided, however, that any subsequent "take-
downs" with respect to the Shelf Registration which are not underwritten
shall not constitute a registration for purposes of Section 2.1 and shall not
be counted toward the number of registrations required to be effected by the
Company under Section 2.1(f).  The Company shall not be required to effect a
registration pursuant to Section 2.1 if the Company shall at the time have
effective a Shelf Registration pursuant to which the holders that requested
such registration could effect the disposition of such holders' Registrable
Securities in the manner requested.

                                  (e)      Limitation on Shelf Registrations.
Notwithstanding anything in this Section 2.3 to the contrary, in no event
shall the Company be required to effect more than one Shelf Registration
pursuant to this Section 2.3.

                          2.4     Registration Procedures.  Subject to
Section 2.7, if and whenever the Company is required to effect the
registration of any Registrable Securities under the Securities Act as
provided in Sections 2.1, 2.2, and 2.3, the Company will, as expeditiously as
possible:

                                  (i)      use its reasonable best efforts to
         prepare and (within 90 days after the end of the period within which
         requests for registration may be given to the Company or in any event
         as soon thereafter as is reasonably practicable) file with the
         Commission the requisite registration statement to effect such
         registration on any form for which the Company then qualifies and
         which counsel for the Company shall deem appropriate and available
         for the sale of the Registrable Securities to be registered
         thereunder in accordance with the intended method of distribution


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         thereof, and thereafter use its reasonable best efforts to cause such
         registration statement to become effective; provided, however, the
         Company will effect such registration statement on a Form S-3 and
         pursuant to Rule 415 if the Company is eligible to use Form S-3 and
         if requested by the Initiating Holders; and, provided, further, that
         the Company may discontinue any registration of its securities that
         are not Registrable Securities (and, under the circumstances
         specified in Section 2.2(a), its securities that are Registrable
         Securities) at any time prior to the effective date of the
         registration statement relating thereto;

                                  (ii)     use its reasonable best efforts to
         prepare and file with the Commission such amendments and supplements
         to such registration statement and the prospectus used in connection
         therewith as may be necessary to keep such registration statement
         effective and to comply with the provisions of the Securities Act
         with respect to the disposition of all Registrable Securities covered
         by such registration statement until the earlier of (a) such time as
         all of such Registrable Securities have been disposed of in
         accordance with the intended methods of disposition by the seller or
         sellers thereof set forth in such registration statement and (b) 180
         days after the effective date of such registration statement, except
         with respect to any registration statement filed pursuant to Rule 415
         under the Securities Act if the Company is eligible to file a
         registration statement on Form S-3, in which case the Company shall
         use its best efforts to keep the registration statement effective and
         updated, from the date such registration statement is declared
         effective until such time as 80% of the Registrable Securities
         included in such registration statement cease to be Registrable
         Securities;

                                  (iii)    furnish to each seller of
         Registrable Securities covered by such registration statement, such
         number of conformed copies of such registration statement and of each
         such amendment and supplement thereto (in each case including all
         exhibits), such number of copies of the prospectus contained in such
         registration statement (including each preliminary prospectus and any
         summary prospectus) and any other prospectus filed under Rule 424
         under the Securities Act, in conformity with the requirements of the
         Securities Act, and such other documents, as such seller may
         reasonably request;

                                  (iv)     use its reasonable best efforts (x)
         to register or qualify all Registrable Securities and other
         securities covered by such registration statement under such other
         securities or blue sky laws of such States of the United States of


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         America where an exemption is not available and as the sellers of
         Registrable Securities covered by such registration statement shall
         reasonably request, (y) to keep such registration or qualification in
         effect for so long as such registration statement remains in effect
         and (z) to take any other action that may be reasonably necessary or
         advisable to enable such sellers to consummate the disposition in
         such jurisdictions of the securities to be sold by such sellers,
         except that the Company shall not for any such purpose be required to
         qualify generally to do business as a foreign corporation or keep
         such qualification in effect in any jurisdiction wherein it would not
         but for the requirements of this subdivision (iv) be obligated to be
         so qualified or to consent to general service of process or subject
         itself to taxation in any such jurisdiction;

                                  (v)      use its reasonable best efforts to
         cause all Registrable Securities covered by such registration
         statement to be registered with or approved by such other federal or
         state governmental agencies or authorities as may be necessary in the
         opinion of counsel to the Company and counsel to the seller or
         sellers of Registrable Securities to enable the seller or sellers
         thereof to consummate the disposition of such Registrable Securities;

                                  (vi)     in the case of an underwritten or
         "best efforts" offering, furnish at the effective date of such
         registration statement to each seller of Registrable Securities, and
         each such seller's underwriters, if any, a signed counterpart of:

                                           (x)     an opinion of counsel for
                 the Company, dated the effective date of such registration
                 statement and, if applicable, the date of the closing under
                 the underwriting agreement, and

                                           (y)     a "comfort" letter signed
                 by the independent public accountants who have certified the
                 Company's financial statements included or incorporated by
                 reference in such registration statement,

         covering substantially the same matters with respect to such
         registration statement (and the prospectus included therein) and, in
         the case of the accountants' comfort letter, with respect to events
         subsequent to the date of such financial statements, as are customa-
         rily covered in opinions of issuer's counsel and in accountants'
         comfort letters delivered to the underwriters in underwritten public
         offerings of securities and, in the case of the accountants' comfort
         letter, such other financial matters, and, in the case of the legal



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         opinion, such other legal matters, as the underwriters may reasonably
         request;

                                  (vii)    cause representatives of the
         Company to participate in any "road show" or "road shows" reasonably
         requested by any underwriter of an underwritten or "best efforts"
         offering of any Registrable Securities; provided that such offering
         relates to at least 25% of the Registrable Securities;

                                  (viii)   notify each seller of Registrable
         Securities covered by such registration statement at any time when a
         prospectus relating thereto is required to be delivered under the
         Securities Act, upon discovery that, or upon the happening of any
         event as a result of which, the prospectus included in such registra-
         tion statement, as then in effect, includes an untrue statement of a
         material fact or omits to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, in the light of the circumstances under which they were
         made, and at the request of any such seller promptly prepare and
         furnish to it a reasonable number of copies of a supplement to or an
         amendment of such prospectus as may be necessary so that, as
         thereafter delivered to the purchasers of such securities, such
         prospectus shall not include an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in the light
         of the circumstances under which they were made;

                                  (ix)     otherwise use its reasonable best
         efforts to comply with all applicable rules and regulations of the
         Commission, and, if required, make available to its security holders,
         as soon as reasonably practicable, an earnings statement covering the
         period of at least twelve months, but not more than eighteen months,
         beginning with the first full calendar month after the effective date
         of such registration statement, which earnings statement shall
         satisfy the provisions of Section 11(a) of the Securities Act and
         Rule 158 promulgated thereunder, and promptly furnish to each such
         seller of Registrable Securities a copy of any amendment or
         supplement to such registration statement or prospectus;

                                  (x)      provide and cause to be maintained
         a transfer agent and registrar (which, in each case, may be the
         Company) for all Registrable Securities covered by such registration
         statement from and after a date not later than the effective date of
         such registration; and




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                                  (xi)     use its reasonable best efforts to
         list all Registrable Securities covered by such registration
         statement on the NASDAQ or any national securities exchange on which
         Registrable Securities of the same class covered by such registration
         statement are then listed and, if no such Registrable Securities are
         so listed, on the NASDAQ or any national securities exchange on which
         the Class A Common Stock is then listed.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to promptly furnish in writing to the Company
such information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request in
writing; provided, that any such information or questionnaires shall be given
or made by a seller of Registrable Securities without representation or
warranty of any kind whatsoever except representations with respect to the
identity of such seller, such seller's Registrable Securities and such
seller's intended method of distribution or any other representations
required by applicable law.

                 Each holder of Registrable Securities agrees by acquisition
of such Registrable Securities that, upon receipt of any notice from the
Company of the happening of any event of the kind described in subdivision
(viii) of this Section 2.4, such holder will forthwith discontinue such
holder's disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such holder's receipt
of the copies of the supplemented or amended prospectus contemplated by
subdivision (viii) of this Section 2.4 and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such holder's possession of the prospectus
relating to such Registrable Securities current at the time of receipt of
such notice.

                          2.5     Underwritten Offerings.

                                  (a)      Requested Underwritten Offerings.
If requested by the underwriters for any underwritten offering by holders of
Registrable Securities pursuant to a registration requested under Section
2.1, the Company will use its reasonable best efforts to enter into an
underwriting agreement with such underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to a majority
of such holders and the underwriters and to contain such representations and
warranties by the Company and such other terms as are generally prevailing in
agreements of that type, including, without limitation, indemnities to the
effect and to the extent provided in Section 2.8.  The holders of the
Registrable Securities proposed to be sold by such underwriters will
reasonably cooperate with the Company in the negotiation of the underwriting


                                      11

<PAGE>

agreement.  Such holders of Registrable Securities to be sold by such
underwriters shall be parties to such underwriting agreement and may, at
their option, require that any or all of the representations and warranties
by, and the other agreements on the part of, the Company to and for the
benefit of such underwriters shall also be made to and for the benefit of
such holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such holders of
Registrable Securities.  No holder of Registrable Securities shall be
required to make any representations or warranties to, or agreements with,
the Company other than representations, warranties or agreements regarding
the absence of litigation against the holder in respect of its intended
distribution of Registrable Securities, the identity of such holder, such
holder's due organization and good standing, such holder's authority to
execute and deliver the underwriting agreement, such holder's Registrable
Securities (including title and absence of liens) and such holder's intended
method of distribution or any other representations required by applicable
law.

                                  (b)      Piggyback Underwritten Offerings.
If the Company proposes to register any of its securities under the
Securities Act as contemplated by Section 2.2 and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by any Requesting Holder of Registrable Securities, use its
reasonable best efforts to arrange for such underwriters to include all the
Registrable Securities to be offered and sold by such Requesting Holder among
the securities of the Company to be distributed by such underwriters, subject
to the provisions of Section 2.2(b).  The holders of Registrable Securities
to be distributed by such underwriters shall be parties to the underwriting
agreement between the Company and such underwriters and may, at their option,
require that any or all of the representations and warranties by, and the
other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of such holders of Registrable
Securities.  No holder of Registrable Securities shall be required to make
any representations or warranties to, or agreements with, the Company or the
underwriters other than representations, warranties or agreements regarding
the absence of litigation against the holder in respect of its intended
distribution of Registrable Securities, the identity of such holder, such
holder's due organization and good standing, such holder's authority to
execute and deliver the underwriting agreement, such holder's Registrable
Securities (including title and absence of liens) and such holder's intended
method of distribution or any other representations required by applicable
law.


                                      12

<PAGE>

                                  (c)      Underwriting Discounts and
Commission.  The holders of Registrable Securities sold in any offering
pursuant to Section 2.5(a) or Section 2.5(b) shall pay all underwriting
discounts and commissions of the underwriter or underwriters with respect to
the Registrable Securities sold thereby.

                          2.6     Preparation; Reasonable Investigation. In
connection with the preparation and filing of each registration statement
under the Securities Act pursuant to this Agreement, the Company will give
the holders of Registrable Securities registered under such registration
statement, their underwriters, if any, and their respective counsel the
opportunity to review such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such reasonable access to its
books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
such holders' and such underwriters' respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act; provided,
however that (A) such holders, underwriters and counsel agree in writing to
keep all non-public information confidential and to use such information only
in accordance with applicable law and (B) unless the disclosure of such
information is necessary to avoid or correct a material misstatement or
omission in the registration statement or the release of such information is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, the Company shall not be required to provide any information
pursuant to this Section 2.6 if (i) the Company is advised by counsel for the
Company, that to do so would cause the Company to forfeit an attorney-client
privilege that was applicable to such information or (ii) if either (A) the
Company has requested and been granted from the Commission confidential
treatment of such information contained in any filing with the Commission or
documents provided supplementally or otherwise or (B) the Company reasonably
determines in good faith that such information is confidential and so
notifies the holders in writing unless prior to furnishing any such
information with respect to clause (ii) such holders and their
representatives agree to enter into a confidentiality agreement in customary
form and subject to customary exceptions.

                          2.7     Limitations, Conditions and Qualifications
to Obligations under Registration Covenants.  The Company shall be entitled
to (A) postpone, for a reasonable period of time (but not exceeding an
aggregate of 90 days within any 360 day period), the filing or updating of
any registration statement otherwise required to be prepared and filed by it
pursuant to Section 2.1 or (B) take such actions that would result in holders
of Registrable Securities not being able to offer or sell Registrable
Securities pursuant to registration for a reasonable period of time, if (i)


                                      13

<PAGE>

the Company determines, in its good faith judgment, that such registration or
offering would (x) require the disclosure of material information for which
the Company or any of its subsidiaries has a bona fide business reason for
preserving as confidential (provided that the period for which holders of
Registrable Securities shall not be able to offer or sell Registrable
Securities pursuant to registration in accordance with this Section
2.7(B)(i)(x) shall not exceed 15 days within any 360 day period) or (y)
interfere with any material financing, acquisition, corporate reorganization
or other material transaction involving the Company or any of its affiliates
(provided that the period for which holders of Registrable Securities shall
not be able to offer or sell Registrable Securities pursuant to registration
in accordance with this Section 2.7(B)(i)(y), together with any period under
Section 2.7(B)(i)(x), shall not exceed 90 days in any 360 day period) or (ii)
if (A) the effective date of any registration statement would otherwise be at
least 45 calendar days, but fewer than 90 calendar days, after the end of the
Company's fiscal year and (B) the Securities Act requires the Company to
include audited financials as of the end of such fiscal year, the Company may
delay the effectiveness of such registration statement for such period as is
reasonably necessary to include therein the audited financial statements for
such fiscal year (but in no event shall the Company delay more beyond 90
calendar days after the Company's fiscal year), and, in each case,  promptly
gives the holders of Registrable Securities requesting registration thereof
written notice of such determination, containing a general statement of the
reasons for such postponement or such actions, as the case may be, and an
approximation of the anticipated delay; provided, that the number of days of
any actual Suspension Period (as hereinafter defined) shall be added on to
the end of the periods specified in Section 2.1(c)(i) or 2.4(ii). Any such
period during which the Company is excused from filing, updating or keeping
the registration statement effective and usable for offers and sales of
Registrable Securities is referred to herein as a "Suspension Period".  A
Suspension Period shall commence on and include the date that the Company
gives notice that the registration statement is no longer effective or the
prospectus included therein is no longer usable for offers and sales of
Registrable Securities and shall end on the date on which each seller of
Registrable Securities covered by the registration statement either receives
copies of the supplemented or amended prospectus contemplated by Section
2.4(viii) hereof or is advised in writing by the Company that the use of the
prospectus may be resumed.  Notwithstanding anything to the contrary in this
Section 2.7, in no event shall Suspension Periods be in effect for more than
an aggregate of 90 days in any 360 day period. If the Company shall so
postpone the filing of a registration statement, holders of Registrable
Securities requesting registration thereof pursuant to Section 2.1,
representing not less than 33-1/3% of the Registrable Securities with respect
to which registration has been requested and constituting not less than 66-2/3%
of the Initiating Holders, shall have the right to withdraw the request for
registration by giving written notice to the Company within 30 days after


                                      14

<PAGE>

receipt of the notice of postponement and, in the event of such withdrawal,
such request shall not be counted for purposes of the requests for
registration to which holders of Registrable Securities are entitled pursuant
to Section 2.1 hereof.

                          2.8     Indemnification.

                                  (a)      Indemnification by the Company.
The Company will, and hereby does, indemnify and hold harmless, in the case
of any registration statement filed pursuant to Section 2.1, 2.2 or 2.3, each
seller of any Registrable Securities covered by such registration statement
and each other Person, if any, who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who
controls such seller or any such underwriter within the meaning of the
Securities Act, and their respective directors, officers, partners, members,
agents and affiliates against any losses, claims, damages or liabilities,
joint or several, to which such seller or underwriter or any such director,
officer, partner, member, agent, affiliate or controlling person may become
subject under the Securities Act or otherwise, including, without limitation,
the reasonable fees and expenses of legal counsel (including those incurred
in connection with any claim for indemnity hereunder), insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading, and the Company will reimburse such seller or underwriter and
each such director, officer, partner, member, agent, affiliate and
controlling Person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue state-
ment or omission or alleged omission made in such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such seller or underwriter, as
the case may be, specifically stating that it is for use in the preparation
thereof; and provided further, that the Company shall not be liable to any
Person who participates as an underwriter in the offering or sale of
Registrable Securities or any other Person, if any, who controls such under-


                                      15

<PAGE>

writer within the meaning of the Securities Act, or, to the extent required
by law, Selling Stockholder, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding, in respect thereof)
or expense arises out of such Person's or Selling Stockholder's, as the case
may be, failure to send or give a copy of the final prospectus, as the same
may have been supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to
such Person if such statement or omission was corrected in such final
prospectus and such Person or Selling Stockholder, as the case may be, was
required by law to send or give a copy of a prospectus to the Person making
such assertions.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such seller or any
such director, officer, partner, member, agent or controlling person and
shall survive the transfer of such securities by such seller.

                                  (b)      Indemnification by the Sellers.  As
a condition to including any Registrable Securities in any registration
statement, the Company shall have received an undertaking satisfactory to it
from the prospective seller of such Registrable Securities, to indemnify and
hold harmless (in the same manner and to the same extent as set forth in
Section 2.8(a)) the Company, and each director of the Company, each officer
of the Company and each other Person, if any, who participates as an
underwriter in the offering or sale of such securities and each other Person
who controls the Company or any such underwriter within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such seller
specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement; provided, however, that the liability of
such indemnifying party under this Section 2.8(b) shall be limited to the
amount of the net proceeds received by such indemnifying party in the
offering giving rise to such liability.  Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling person and shall survive
the transfer of such securities by such seller.

                                  (c)      Notices of Claims, etc.  Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding (including any governmental investigation) involving a
claim referred to in Section 2.8(a) or (b), such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, give


                                      16

<PAGE>

written notice to the latter of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 2.8, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice.  In
case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it may wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however, that
any indemnified party may, at its own expense, retain separate counsel to
participate in such defense.  Notwithstanding the foregoing, in any action or
proceeding in which both the Company and an indemnified party is, or is
reasonably likely to become, a party, such indemnified party shall have the
right to employ separate counsel at the Company's expense and to control its
own defense of such action or proceeding if, in the reasonable opinion of
counsel to such indemnified party, (a) there are or may be legal defenses
available to such indemnified party or to other indemnified parties that are
different from or additional to those available to the Company or (b) any
conflict or potential conflict exists between the Company and such
indemnified party that would make such separate representation advisable;
provided, however, that in no event shall the Company be required to pay fees
and expenses under this Section 2.8 for more than one firm of attorneys in
any jurisdiction in any one legal action or group of related legal actions.
No indemnifying party shall be liable for any settlement of any action or
proceeding effected without its written consent, which consent shall not be
unreasonably withheld unless the indemnifying party shall have agreed in
writing in a form satisfactory to the indemnified party to pay any amount
(and not challenge an indemnified party's right to indemnification under this
Section 2.8) required to be paid to settle a claim, in which case the
indemnifying party may grant or withhold its consent in its sole discretion.
No indemnifying party shall, without the prior written consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation or which requires action
other than the payment of money by the indemnifying party.

                                  (d)      Contribution.  If the indemnifica-
tion provided for in this Section 2.8 shall for any reason be held by a court
to be unavailable to an indemnified party under Section 2.8(a) or (b) hereof
in respect of any loss, claim, damage or liability, or any action in respect
thereof, then, in lieu of the amount paid or payable under Section 2.8(a) or
(b), the indemnified party and the indemnifying party under Section 2.8(a) or
(b) shall contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with


                                      17

<PAGE>

investigating the same, including those incurred in connection with any claim
for indemnity hereunder), (i) in such proportion as is appropriate to reflect
the relative fault of the Company and the prospective sellers of Registrable
Securities covered by the registration statement which resulted in such loss,
claim, damage or liability, or action or proceeding in respect thereof, with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action or proceeding in respect thereof, as well as
any other relevant equitable considerations or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as shall be appropriate to reflect the relative benefits received
by the Company and such prospective sellers from the offering of the
securities covered by such registration statement; provided, however, that
for purposes of this clause (ii), the relative benefits received by the
prospective sellers shall be deemed not to exceed the amount of proceeds
received by such prospective sellers.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.  Such prospective sellers' obligations to con-
tribute as provided in this Section 2.8(d) are several in proportion to the
relative value of their respective Registrable Securities covered by such
registration statement and not joint.  In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any settlement
of any action or claim effected without such Person's consent, which consent
shall not be unreasonably withheld.

                                  (e)      Other Indemnification.  Indemnifi-
cation and contribution similar to that specified in the preceding
subdivisions of this Section 2.8 (with appropriate modifications) shall be
given by the Company and each seller of Registrable Securities with respect
to any required registration or other qualification of securities under any
federal or state law or regulation of any governmental authority other than
the Securities Act.

                                  (f)      Indemnification Payments.  The
indemnification and contribution required by this Section 2.8 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

                 3        Definitions.  As used herein, unless the context
otherwise requires, the following terms have the following respective
meanings:

                 "Certificate of Designation" means the Certificate of
Designation of the Series A Preferred Stock.



                                      18

<PAGE>

                 "Class A Common Stock" means the Class A Common Stock of the
Company, par value $.01 per share, and having one vote per share.

                 "Class B Common Stock" means the Class B Common Stock of the
Company, par value $.01 per share, and having ten votes per share.

                 "Commission" means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

                 "Common Stock" shall mean the Class A Common Stock and the
Class B Common Stock, and each other class of capital stock of the Company
into which such stock is reclassified or reconstituted.

                 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any other similar Federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Exchange Act of 1934, as
amended, shall include a reference to the comparable section, if any, of any
such similar Federal statute.

                 "Person" means any individual, firm, corporation,
partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of any such entity.

                 "Registrable Securities" means (i) any shares of Class A
Common Stock issued or issuable upon conversion or exchange of the Preferred
Stock, (ii) if the Purchaser has purchased Preferred Stock from the Company
pursuant to the Stock Purchase Agreement for an aggregate purchase price of
at least $25,000,000, the Preferred Stock and (iii) any Related Registrable
Securities.  As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall
have been sold as permitted by Rule 144 (or any successor provision) under
the Securities Act and the purchaser thereof does not receive "restricted
securities" as defined in Rule 144, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not, in the opinion of counsel for the
holders, require registration of them under the Securities Act or (d) they
shall have ceased to be outstanding.  All references to percentages of
Registrable Securities shall be calculated pursuant to Section 9.



                                      19

<PAGE>

                 "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with Section 2, including, without
limitation, all registration and filing fees, all fees of the New York Stock
Exchange, Inc., NASDAQ, other national securities exchanges or the National
Association of Securities Dealers, Inc., all reasonable fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating
and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of "cold comfort" letters required by or
incident to such performance and compliance, any reasonable fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities (excluding any underwriting fees, discounts or commissions
relating to the sale or disposition of  the Registrable Securities) and the
reasonable fees and expenses of one counsel to the Selling Holders (selected
by Selling Holders representing at least 50% of the Registrable Securities
covered by such registration). Notwithstanding the foregoing, in the event
the Company shall determine, in accordance with Section 2.2(a) or Section
2.7, not to register any securities with respect to which it had given
written notice of its intention to so register to holders of Registrable
Securities, all of the costs of the type (and subject to any limitation to
the extent) set forth in this definition and incurred by Requesting Holders
in connection with such registration on or prior to the date the Company
notifies the Requesting Holders of such determination shall be deemed
Registration Expenses.

                 "Related Registrable Securities" means, with respect to
shares of Preferred Stock or shares of Class A Common Stock issuable upon
conversion or exchange of the Preferred Stock, any securities of the Company
issued or issuable with respect to such shares of Preferred Stock or Class A
Common Stock by way of a dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.

                 "Securities Act" means the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
References to a particular section of the Securities Act of 1933, as amended,
shall include a reference to the comparable section, if any, of any such
similar Federal statute.

                 "Stockholders Agreement" means the Letter Agreement, dated
December __, 2000, by and among the Company, the Purchaser and the other
parties signatory thereto.

                 4        Rule 144 and Rule 144A.  The Company shall take all
actions reasonably necessary to enable holders of Registrable Securities to


                                      20

<PAGE>

sell such securities without registration under the Securities Act within the
limitation of the provisions of (a) Rule 144 under the Securities Act, as
such Rule may be amended from time to time, (b) Rule 144A under the
Securities Act, as such Rule may be amended from time to time, or (c) any
similar rules or regulations hereafter adopted by the Commission.  Upon the
request of any holder of Registrable Securities, the Company will deliver to
such holder a written statement as to whether it has complied with such
requirements.

                 5        Amendments and Waivers.  This Agreement may be
amended with the consent of the Company and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed
by it, only if the Company shall have obtained the written consent to such
amendment, action or omission to act, of the holder or holders of at least
50% of the Registrable Securities affected by such amendment, action or
omission to act.  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any consent authorized by this
Section 5, whether or not such Registrable Securities shall have been marked
to indicate such consent.

                 6        Nominees for Beneficial Owners.  In the event that
any Registrable Securities are held by a nominee for the beneficial owner
thereof, the beneficial owner thereof may, at its election in writing
delivered to the Company, be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or
holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities contemplated by this
Agreement.  If the beneficial owner of any Registrable Securities so elects,
the Company may require assurances reasonably satisfactory to it of such
owner's beneficial ownership of such Registrable Securities.

                 7        Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing
and shall be by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:

                                  (i)      if to the Purchaser, addressed to
it in the manner set forth in the Stock Purchase Agreement, or at such other
address as it shall have furnished to the Company in writing in the manner
set forth herein;

                                  (ii)     if to any other holder of Regis-
trable Securities, at the address that such holder shall have furnished to
the Company in writing in the manner set forth herein, or, until any such
other holder so furnishes to the Company an address, then to and at the


                                      21

<PAGE>

address of the last holder of such Registrable Securities who has furnished
an address to the Company; or

                                  (iii)    if to the Company, addressed to it
in the manner set forth in the Stock Purchase Agreement, or at such other
address as the Company shall have furnished to each holder of Registrable
Securities at the time outstanding in the manner set forth herein.

                 All such notices and communications shall be deemed to have
been duly given:  when delivered by hand, if personally delivered; when
delivered to a courier, if delivered by overnight courier service; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
and when receipt is acknowledged, if telecopied.

                 8        Assignment.  This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and,
with respect to the Company, its respective successors and permitted assigns
and, with respect to the Purchaser, any holder of any Registrable Securities,
subject to the provisions respecting the minimum numbers of percentages of
shares of Registrable Securities required in order to be entitled to certain
rights, or take certain actions, contained herein.  Except by operation of
law, this Agreement may not be assigned by the Company without the prior
written consent of the holders of a majority in interest of the Registrable
Securities outstanding at the time such consent is requested.

                 9        Calculation of Percentage Interests in Registrable
Securities.  For purposes of this Agreement, all references to a percentage
of the Registrable Securities shall be calculated based upon the number of
shares of Registrable Securities constituting Class A Common Stock
outstanding at the time such calculation is made, assuming the conversion of
all Preferred Stock into shares of Class A Common Stock.

                 10       No Inconsistent Agreements.  The Company will not
hereafter enter into any agreement or modify any existing agreement with
respect to its securities that would result in a breach of, or conflict with,
this Agreement or the rights granted to the holders of Registrable Securities
in this Agreement.  Without limiting the generality of the foregoing, the
Company will not hereafter enter into any agreement with respect to its
securities that grants, or modify any existing agreement with respect to its
securities to grant, to the holder of its securities in connection with an
incidental registration of such securities more favorable rights with respect
to priority than to the rights granted to the Purchasers under Section
2.2(b).

                 11       Remedies.  Each holder of Registrable Securities, in
addition to being entitled to exercise all rights granted by law, including


                                      22

<PAGE>

recovery of damages, will be entitled to specific performance of its rights
under this Agreement.  The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

                 12       Certain Distributions.  The Company shall not at any
time make a distribution on or with respect to the Common Stock (including
any such distribution made in connection with a consolidation or merger in
which the Company is the resulting or surviving corporation and such
Registrable Securities are not changed or exchanged) of securities of another
issuer if holders of Registrable Securities are entitled to receive such
securities in such distribution as holders of Registrable Securities and any
of the securities so distributed are registered under the Securities Act,
unless the securities to be distributed to the holders of Registrable
Securities are also registered under the Securities Act.

                 13       Severability.  In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be in any way impaired thereby, it being intended that all of the rights
and privileges of the Purchaser shall be enforceable to the fullest extent
permitted by law.

                 14       Entire Agreement.  This Agreement, together with the
Stock Purchase Agreement (including the exhibits and schedules thereto) and
the Certificate of Designation, is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein and therein.  There are no
restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein.  This Agreement, the Stock Purchase
Agreement (including the exhibits and schedules thereto), the Stockholders
Agreement and the Certificate of Designation supersede all prior agreements
and understandings between the parties with respect to such subject matter.

                 15       Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                 16       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




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<PAGE>

                 17       Counterparts.  This Agreement may be executed in
multiple counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
instrument.












































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<PAGE>

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective representatives
hereunto duly authorized as of the date first above written.



                                  GENESEE & WYOMING INC.


                                  By:  /s/ John C. Hellman
                                       ---------------------------------
                                  Name:   John C. Hellmann
                                  Title:  Chief Financial Officer


                                  THE 1818 FUND III, L.P.

                                  By:   Brown Brothers Harriman & Co.,
                                        Its General Partner

                                        By: /s/ Walter Grist
                                            ---------------------------
                                        Name:  Walter Grist
                                        Title: Senior Manager


























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