New York Regional Rail Corp Watch

from 10KSB/A 1 page Amendment No. 1 to the By-Laws of New York Regional Rail Corporation 1. Article XI Is Deleted in Its Entirety and Replaced With the Following Revised Article XI: Article XI Conflicts of Interest (A) No Contract or Transaction Between the Corporation and One (1) or More of Its Directors or Officers, or Between the Corporation and Any Other Corporation, Partnership, Association, or Other Organization in Which One (1) or More of Its Directors or Officers, Are Directors or Officers, or Have a Financial Interest, Shall Be Void or Voidable Solely for This Reason, or Solely Because the Director or Officer Is Present at or Participates in the Meeting of the Board or Committee Which Authorizes the Contract or Transaction, or Solely Because Any Such Director's or Officer's Votes Are Counted for Such Purpose, If: (1) the Material Facts as to the Director's or Officer's Relationship or Interest and as to the Contract or Transaction Are Disclosed or Are Known to the Board of Directors or the Committee, and the Board or Committee in Good Faith Authorizes the Contract or Transaction by the Affirmative Vote of a Majority of the Disinterested Directors, Even Though the Disinterested Directors May Be Less Than a Quorum; or (2) the Material Facts as to the Director's or Officer's Relationship or Interest and as to the Contract or Transaction Are Disclosed or Are Known to the Shareholders Entitled to Vote Thereon, and the Contract or Transaction Is Specifically Approved in Good Faith by Vote of the Shareholders; or (3) the Contract or Transaction Is Fair as to the Corporation as of the Time It Is Authorized, Approved or Ratified, by the Board of Directors, a Committee or the Shareholders. (B) Common or Interested Directors May Be Counted in Determining the Presence of a Quorum at a Meeting of the Board of Directors or of a Committee Which Authorizes the Contract or Transaction

from 10KSB 1 page Amendment No. 1 to the By-Laws of New York Regional Rail Corporation 1. Article XI Is Deleted in Its Entirety and Replaced With the Following Revised Article XI: Article XI Conflicts of Interest (A) No Contract or Transaction Between the Corporation and One (1) or More of Its Directors or Officers, or Between the Corporation and Any Other Corporation, Partnership, Association, or Other Organization in Which One (1) or More of Its Directors or Officers, Are Directors or Officers, or Have a Financial Interest, Shall Be Void or Voidable Solely for This Reason, or Solely Because the Director or Officer Is Present at or Participates in the Meeting of the Board or Committee Which Authorizes the Contract or Transaction, or Solely Because Any Such Director's or Officer's Votes Are Counted for Such Purpose, If: (1) the Material Facts as to the Director's or Officer's Relationship or Interest and as to the Contract or Transaction Are Disclosed or Are Known to the Board of Directors or the Committee, and the Board or Committee in Good Faith Authorizes the Contract or Transaction by the Affirmative Vote of a Majority of the Disinterested Directors, Even Though the Disinterested Directors May Be Less Than a Quorum; or (2) the Material Facts as to the Director's or Officer's Relationship or Interest and as to the Contract or Transaction Are Disclosed or Are Known to the Shareholders Entitled to Vote Thereon, and the Contract or Transaction Is Specifically Approved in Good Faith by Vote of the Shareholders; or (3) the Contract or Transaction Is Fair as to the Corporation as of the Time It Is Authorized, Approved or Ratified, by the Board of Directors, a Committee or the Shareholders. (B) Common or Interested Directors May Be Counted in Determining the Presence of a Quorum at a Meeting of the Board of Directors or of a Committee Which Authorizes the Contract or Transaction

from 10SB12G ~10 pages Articles of Incorporation or Bylaws