STIPULATION AND CONSENT ORDER RESOLVING DEBTORS' OBJECTION TO CERTAIN CLAIMS FILED BY THE INTERNAL REVENUE SERVICE (Claim Nos. 1345, 1583, 1587, 1837, 1838, 2794, 2816, 3216 & 3282)

JAMES F. SCHNEIDER, Bankruptcy Judge.

Railworks Corporation, et al., the above-captioned reorganized debtors (collectively, the "Debtors"), and the United States of America on behalf of the Internal Revenue Service (the "IRS") hereby stipulate and agree as follows:

WHEREAS, on September 20, 2001 (the "Petition Date"), RailWorks Corporation ("RailWorks") and 22 of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code.

WHEREAS, the IRS filed a proof of claim in the case of Debtor RailWorks Transit, Inc. ("RW Transit"), proof of claim number 1345 ("Claim No. 1345"), asserting a claim in the amount of $130,255.99 with respect to certain taxes allegedly owed by RW Transit to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor RW Transit, proof of claim number 1583 ("Claim No. 1583"), asserting a claim in the amount of $130,255.99 with respect to certain taxes allegedly owed by RW Transit to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor RW Transit, proof of claim number 1838 ("Claim No. 1838"), asserting a claim in the amount of $130,255.99 with respect to certain taxes allegedly owed by RW Transit to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Neosho Construction Company, Inc. ("Neosho"), proof of claim number 1587 ("Claim No. 1587"), asserting a claim in the amount of $8,259.00 with respect to certain taxes allegedly owed by Neosho to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor RW Transit, proof of claim number 1837 ("Claim No. 1837"), asserting a claim in the amount of $19,908.90 with respect to certain taxes allegedly owed by RW Transit to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor Neosho Central America, Inc. ("Neosho CA"), proof of claim number 2794 ("Claim No. 2794"), asserting a claim in the amount of $18,861.33 with respect to certain taxes allegedly owed by Neosho CA to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor Neosho CA, proof of claim number 3216 ("Claim No. 3216"), asserting a claim in the amount of $18,861.13 with respect to certain taxes allegedly owed by Neosho CA to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor RailWorks Track Systems — Texas LP ("Track Systems TX"), proof of claim number 2816 ("Claim No. 2816"), asserting a claim in the amount of $11,784.08 with respect to certain taxes allegedly owed by Track Systems TX to the IRS.

WHEREAS, the IRS filed a proof of claim in the case of Debtor Track Systems TX, proof of claim number 3282 ("Claim No. 3282"), asserting a claim in the amount of $11,784.08 with respect to certain taxes allegedly owed by Track Systems TX to the IRS.

WHEREAS, on October 30, 2003, the Debtors filed their Amended Fourth Omnibus Objection to Allowance of Certain Claims which included objections to Claim Nos. 1345, 1583, 1587, 1837, 1838, 2794, 2816, 3216 and 3282 (collectively the "Claims") on the grounds that the Claims were either overstated or paid, and should be reduced or disallowed in full.

WHEREAS, the IRS subsequently filed a proof of claim amending Claim No. 1345 and asserting a priority claim in the amount of $9,959.26, and a general unsecured claim in the amount of $36,164.94.

WHEREAS, the Debtors and the IRS have agreed that Claim No. 1345 shall be allowed as a priority claim in the amount of $9,959.26, and a general unsecured claim in the amount of $36,164.94.

WHEREAS, the Debtors and the IRS have agreed that Claim Nos. 1583 and 1838 are duplicative of Claim No. 1345 and should be disallowed in full.

WHEREAS, the IRS has withdrawn Claim Nos. 2816 and 3282.

WHEREAS, the Debtors and the IRS have agreed that Claim Nos. 1587 and 1837 were previously paid by the Debtors and should be disallowed in full.

WHEREAS, the Debtors and the IRS have agreed that Claim No. 2794 was amended and superseded by Claim No. 3216 and should be disallowed in full.

WHEREAS, the Debtors and the IRS have further agreed that Claim No. 3216 was previously paid by the Debtors and should be disallowed in full.

NOW, THEREFORE, it is, by the United States Bankruptcy Court for the District of Maryland

ORDERED, that Claim No. 1345 is allowed as a priority claim in the amount of $9,959.26, and a general unsecured claim in the amount of $36,164.94; and it is further

ORDERED, that Claim Nos. 1583, 1587, 1837, 1838, 2794, 2816, 3216 and 3282 are hereby disallowed in full.

I HEREBY CERTIFY that the terms of the copy of the consent order submitted to the Court are identical to those set forth in the original consent order; and the signatures represented by the /s/ ___________ on this copy reference the signatures of consenting parties on the original consent order.

SO ORDERED.