KEYPORT FERRY OPERATION AGREEMENT





     THIS AGREEMENT made this 1st day of October, 2001, by and between

LIGHTHOUSE FAST FERRY, INC., a New Jersey corporation, doing business as New

York Fast Ferry, and having its principal offices at 195 Fairfield Avenue, Suite

3C, West Caldwell, New Jersey 07006 (the "Ferry Operator") and KEYPORT FAST

FERRY, LLC, a New Jersey limited liability company having its principal offices

at 16 Parkway, Monmouth Hills, New Jersey (the "Company");



                                  WITNESSETH:



     WHEREAS, the Borough of Keyport in the County of Monmouth has a one (1)

year Lease with Keyport Fast Ferry, LLC and special events ferry service between

the Borough of Keyport and the Borough of Manhattan, New York City upon premises

leased from the Borough of Keyport ("Keyport Waterfront"); and

     WHEREAS, the Company has secured property suitable for parking of motor

vehicles, consisting of not less than three hundred (300) parking spaces, for

the use of passengers embarking and debarking at the Keyport Waterfront and

utilizing the Fast Ferry Service (the "Parking Premises"); and

     WHEREAS, the Company has the facilities and the expertise necessary to

provide all land-side services needed for successful operation of the Fast Ferry

Service as more fully described below, including, but not limited to, parking,

bus/shuttle service, security and maintenance of the Parking Premises; and

     WHEREAS, the Ferry Operator is engaged in the business of fast ferry

commuter service between, among others, the States of New Jersey and New York;

and

     WHEREAS, the Ferry Operator has the facilities and the expertise necessary

to provide all water-side services in connection with the Fast Ferry Service as

more fully described below, including, but not limited to, high speed ferry

vessels, crew, operation of vessels and maintenance of vessels; and

     WHEREAS, the Company has a Lease with the Borough of Keyport; and

{PAGE}



     WHEREAS, the Company as the successful bidder will execute certain

agreements with the Borough of Keyport ("Ferry Service and Lease Agreement");

     NOW, THEREFORE, in consideration of the premises set forth above and the

promises and covenants contained herein and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged;



IT IS AGREED AS FOLLOWS:



           ARTICLE ONE - MUTUAL AND EXCLUSIVE EFFORTS OF THE PARTIES



     1.01 The Company and the Ferry Operator shall fully cooperate with each

other to provide the Parking Premises, bus/shuttle, ticketing, security and

related services, vessels, crew and such other related operations to the end

that the Fast Ferry Service shall be provided by the Company and the Ferry

Operator in the Borough of Keyport pursuant to the terms of the bid proposal,

Ferry Service and Lease Agreement and other agreements with the Borough of

Keyport and the obligations set forth herein.

     1.02 Neither the Company, its principal owner, Michael J. Cummins, nor the

Ferry Operator shall be involved in a Fast Ferry Service in the Borough of

Keyport, in any capacity, with any other person or entity without the written

consent of the other during the term of the Ferry Service and Lease Agreement

with the Borough of Keyport, and any renewal or extension thereof, and for a

period of three years after the termination of the Ferry Service and Lease

Agreement and any renewal or extension thereof. It is the intention of the

parties to provide the Fast Ferry Service exclusively with each other. The

Company, its principal owner Michael J. Cummins, and the Ferry Operator each

agree, provided that no default has occurred by either party, that it shall not,

independently of the other, engage directly or indirectly, as owner, operator,

consultant, contractor, agent, shareholder, officer, director, partner, member,

lessor, lessee, service provider or in any capacity whatsoever in a Fast Ferry

Service in the Borough of Keyport during the term of the Ferry Service and Lease

Agreement with the Borough of Keyport, and any renewal or extension thereof, and

for a period of three years after the termination of the Ferry Service and Lease

Agreement and any renewal or extension thereof. Nothing contained herein shall

prohibit the Ferry Operator from providing passenger ferry service from Keyport

if the Company is no longer a successful bidder with the Borough of Keyport.

Moreover, nothing contained herein will prevent the Company from entering into

an agreement with another ferry operator in the event that Ferry Operator

provides written notice to the Company that the Ferry Operator no longer desires

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