ORIGINAL
NAME                       ISSUE DATE                PRIN              DOC #
----------------------------------------------------------------------------
HIRSCH, G                  1/27/99                  $ 5,000            9822
COSGROVE                   1/27/99                  $15,000            9823
CALDERON                   1/27/99                  $50,000            9824
FIELDS                     1/27/99                  $15,000            9825
HECHT, I P                 1/27/99                  $25,000            9826
EVANS                      1/27/99                  $ 5,000            9827
DONER                      1/27/99                  $10,000            9828
MARCUS                     1/27/99                  $25,000            9829
MARSALA                    1/27/99                  $25,000            9830
HITEL                      1/27/99                  $50,000            9831
NAGEL*                     1/27/99                  $ 5,000            9832
GILBERTI                   1/27/99                  $25,000            9833
BALISTRERI                 1/27/99                  $ 5,000            9834
KIRK                       1/27/99                  $25,000            9835
CAPLAN                     2/1/99                   $15,000            9836


* Filed herewith

<PAGE>



                          NY REGIONAL RAIL CORPORATION
                                 4302 FIRST AVE.
                               BROOKLYN, NY 11232
                        (718) 788-3690 FAX (718) 788-4462



                              PROMISSORY NOTE 9832


                                     1/27/99



FOR THE VALUE RECEIVED, the undersigned promises to pay to the order of Paul
Nagel, the sum of five thousand ($5,000.00) United States of America Dollars.

The Note amount shall be paid to Note Holder in a single payment of five
thousand USA Dollars ($5,000.00), plus all accrued interest due, on or before
October 31, 1999. Interest will be Ten percent (10%) per annum.

In addition, the maker provides to the Note holder, listed above, the
IRREVOCABLE right to convert this Note into Common Shares of NEW YORK REGIONAL
RAIL CORPORATION ("NYRR"), as said Common Shares are available under the
provisions of the non-public offering exemption as provided in the U.S.
Securities Act of 1933 (and Regulation D there under) for as long as this Note
remains open. The conversion rights granted will be calculated at the choice of
Note Holder based on:

         (i)      on the value of the Note divided by eight cents ($.08) or
         (ii)     on the value of the Note divided by the ninety percent (90%)
                  of the average closing price of the common shares for the
                  previous ten trading days prior to the date the conversion is
                  exercised by the Note holder.

The conversion rights represented by this Note are exercisable at the option of
the Note Holder in whole at any time within the above specified period.

Upon exercise of the Note conversion into Common shares the maker grants Note
Holder an OPTION to acquire a block of 0.5 shares of non-restricted Common Stock
for twelve cents ($0.12) a share for every share that the shareholder acquires
through converting this NOTE into NYRR common stock. Said OPTION will be
exercisable until December 31, 1999.

Maker warrants that Common shares provided to Note Holder on conversion of Note
or any other Common shares issued to Holder as result of provisions of this Note
will be issued without restrictions. If Common Stock is not available under
Regulation D, Rule 504, the Maker warrants that the Common stock discussed
herein will be registered without restrictions when Maker files any Common Stock
registration with the SEC, or files to become a fully reporting company.


To receive a certificate for the Common shares when the conversion or Option is
exercised, the Note will be presented to the Corporation, with the accompanying
form of subscription duly executed. A subscription form is provided as an
attachment to this Note. Upon receipt of a properly executed subscription form
and within the above mentioned exercise period parameters, the Maker will cause
to have issued the appropriate number of common shares, said shares being sent
from the Transfer Agent no later than ten business days from receipt of the
subscription form. If said shares are not sent by the aforementioned date Maker
agrees to issue additional shares as a penalty. Said penalty shares will be
calculated by multiplying the number of issued converted shares (N) by 0.0125
and then by each additional delay period (P), each delay period being five
business days or part, thereof.


Penalty Shares  =  N  x  0.0125 x  P

Maker agrees that Holder will receive a lower conversion price or strike price
than defined herein if Maker provides a lower price to a third party at any time
in the period from the date of this note to the date Holder converts this Note
or exercises its warrants.

In the event of default, the undersigned agrees to pay all reasonable attorney
fees and costs of collection.



New York Regional Rail Corporation



By:_________________________
     W. Robert Bentley, President