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



                              PROMISSORY NOTE 9810r
                         June 1, 1998, revised 12/18/98

         FOR THE VALUE RECEIVED, the undersigned promises to pay to the order of
Daniel Pipitone the sum of Eleven Thousand Eight Hundred ($11,800.00) United
States of America Dollars.


         The Note amount shall be paid to Note Holder in a single payment plus
all accrued interest due, on or before March 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 thereunder) for as long as this Note
remains open. The conversion rights granted to the Note Holder will be
calculated based on the value of the Note divided by eleven and three tenths
cents ($.113).


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


         Upon exercise of Note 9810 conversion to Common shares the maker grants
Note Holder an OPTION to acquire a block of 0.50 shares of non restricted Common
Stock for eighteen cents a share ($0.18) for every share holder acquires through
converting this NOTE into NYRR common stock. In addition, Holder has rights to
acquire 31,765 shares of non restricted Common Stock for twenty five cents a
share ($0.25), said rights to expire June 30, 1999. Said OPTION will be
exercisable until September 30. 1999.

         To receive a certificate for the Common shares when the 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
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 is 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 0.125x 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:_______________________
  President