NEW YORK REGIONAL RAIL CORP
EMPLOYMENT AGREEMENT WITH DONALD B. HUTTON
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH DONALD B. HUTTON
<TEXT>
                              EMPLOYMENT AGREEMENT

                  AGREEMENT by and between New York Regional Railroad (NYRR or
"Company") and Donald B. Hutton (the "Executive"), dated as of the 3rd day of
February 2004 (this "Agreement").

                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1.       Duties and Positions: During the employment period, the
                  Executive will serve as the "[Executive] Vice President of
                  Business Development of the New York Cross Harbor Railroad,
                  New York Regional Railroad (NYRR)". In addition, the Executive
                  will also be placed on the "Board of Directors of the New York
                  Cross Harbor Railroad, New York Regional Railroad (NYRR)".

         2.       Employment Period: The Company hereby agrees to employ the
                  Executive, for a period commencing on the effective date and
                  ending on the third anniversary thereof. Agreement may be
                  terminated by Company after 6 months by giving employee 30 day
                  written notice.

         3.       Base Salary: at an annual rate of not less than $115,000.00.

         4.       Long term Incentive Compensation: On or as soon as practicable
                  after the date hereof, the Company shall grant TBD Shares of
                  Company stock to the Executive which shall be consistent with
                  any stock bonus plan the Company shall offer to other
                  executives.

         5.       Annual bonus: In addition to the Base Salary, the Executive
                  shall have the opportunity to earn, for fiscal year 2004 and
                  each subsequent fiscal year that begins during the employment
                  period, an annual bonus under the Company's senior executive
                  incentive plan or any successor thereto.

         6.       Quarters: The Executive's primary work assignment(s) will be
                  in the New York City/New Jersey Metro area. Travel expenses,
                  including lodging, air or vehicle travel from employee's home
                  to the work assignment sites, will be provided by the Company.

         7.       Equipment: Cell phone and computer equipment necessary for the
                  Executive to perform his duties will be purchased and
                  maintained by the Company or reimbursed by the Company.

         8.       Business Expense: The Executive shall be entitled to receive
                  prompt reimbursement from the Company for all reasonable
                  expenses that he incurs in the course of carrying out his
                  duties under this Agreement.

<PAGE>

         9.       Vehicle: A vehicle shall be leased by NYRR for use by the
                  Executive or employee shall receive monthly allowance to cover
                  cost of vehicle.

         10.      Vacation: During the Employment, the Executive shall be
                  entitled to not less than 3 weeks of vacation annually.

         11.      Sick: During the Employment, the executive shall be entitled
                  to 1 week of sick pay annually.

         12.      Company shall not be responsible for health insurance for the
                  executive.

                  IN WITNESS WHEREOF, the Executive has hereunto set the
Executive' hand and, pursuant to the authorization from its Board of Directors,
the Company has caused these presents to be executed in its name on its behalf,
all as of the day and year first above written.



                                              /s/ Donald B. Hutton

                                                  Donald B. Hutton



                                                  NYRR


                                             /s/ WA Eastman



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</DOCUMENT>
