EMPLOYMENT AGREEMENT

This Agreement for Employment is made this 5th day of January, 1998, by and
between New York Regional Rail Corporation ("Employer") and W. Robert Bentley
("Employee").

For good and valuable consideration, receipt of which is hereby acknowledged the
Employer shall employ as any Employee subject to the following terms and
conditions.

1.       The Employee shall commence employment on January 5, 1998.

2.       The Employee shall perform the following duties and responsibilities:

         a) The Employee shall perform the duties and responsibilities as
President of the New York Cross Harbor Railroad ("NYCH"). Said duties and
responsibilities shall include those set forth in the Articles of Incorporation
and Corporate By-Laws of the NYCH, which Employee acknowledges receipt of.
Employer agrees to jointly develop a organizational structure with Employee such
that all operational employees of NYCH will report to Employee.

         b) The Employee shall perform such further and other duties as are
required by the Employer.

    The Employee shall work Monday through Friday from 8 A.M. to 5 P.M. and such
additional hours as are required by the Employer for the Employee to competently
perform the duties of his position. The Employer recognizes Employee has
requested flexible work hours and Employer agrees to this request provided the
Employee fulfills the duties and responsibilities as described in 2. above. The
Employee shall use his best efforts on behalf of the Employer.

4.       The Employee shall comply with all stated standards of performance,
policies, rules, regulations and manuals, receipt of which by the Employee is
hereby acknowledged. The Employee shall also comply with such future Employer
policies, rules, regulations, performance standards and manuals as may be
published or amended from time to time.

5.       The Employee's employment under this Agreement shall commence January
5, 1998 and shall terminate on December 31, 2001, unless terminated prior to
such time for cause.

6.       The Employer shall pay to the Employee as compensation for services,
and the Employee agrees to accept the sum of $75,000.00 per year payable weekly
of $1442.31, and be entitled to the following "fringe benefits":

         a) Employer will provide Employee with family health insurance or will
reimburse Employee for Employee's current insurance plan, said plan current
costs is $365.00 per month.
         b) Employer will compensate Employee for local housing costs up to
$700.00 per month for a period of one year.
         c) Employer will provide Employee with Company Vehicle.
         d) Employer will provide Employee with 4 weeks paid vacation per year.
         e) Employer will provide Employee with 1,000,000 shares of Employer
Common Stock. These shares will be held in escrow pursuant to terms to be
jointly agreed to by Employer and Employee. Said terms will include a vesting
schedule and a purchase option for acquiring up to ______ shares of Employer's
common stock.
         f) Employer will reimburse Employee for reasonable Business and Travel
Expenses within the Guidelines provided by the Internal Revenue Service.

7.       This contract of employment may terminate upon the occurrence of any of
the following events:

        (a) the death of the Employee;
        (b) the failure of the Employee to perform his duties satisfactorily
after notice or warning thereof;
        (c) for just cause based upon non-performance of duties by Employee.
        (d) economic reasons of the Employer which may arise during the term of
this Agreement and which may be beyond the control of the Employer.

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8.       The Employee shall not, at any times during the period hereof, and for
5 years from the date of termination of this Agreement, directly or indirectly,
within a Geographic area of 100 miles, engage in, or become involved in, any
competitive or similar business as that of the within Employer.

9.       Any dispute under this contract shall be required to be resolved by
binding arbitration of the parties hereto.  Each party shall select one
arbitrator and both arbitrators shall select a third.  The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
effect.

10.      This Agreement may not be assigned without prior notice by either party
and subject to the mutual consent and approval of any such assignment.

11.      This Agreement constitutes the complete understanding between the
parties, unless amended by a subsequent written instrument signed by the
employer and employee.



    Employee                                                    Employer