Florida East Coast Railway, LLC Summary of Employment Terms

May 27, 2011

Employee:

(“Employee”)

Title:

Vice President & General Counsel

Base Salary:

$190,000.00 per annum

Annual Discretionary Bonus

Commencing for the 2011 fiscal year (Paid in the first quarter of 2012), a target bonus of 35% of base salary, subject to the discretion of management of the Company. Any bonus will be paid in cash or partially in cash and partially in restricted stock. Any receipt of restricted stock will be subject to award agreements provided by the Company and signed by the Employee. For 2011, the employee will be eligible for the full 35% target bonus of base salary, without regard to the date the employee begins work with the Company.

Additional Performance-Based Restricted Stock:

Additional restricted stock with a value equivalent to $100,000 (as of the grant date) in each year below to the extent the Company achieves EBITDA (earnings before interest, taxes, depreciation and amortization, and excluding non-recurring items and gains or losses on asset sales) equal to or greater than the levels contained in the table below:

For the fiscal year ended
December 31,

EBITDA greater than
or equal to:

2011

$

92 million

2012

$

106 million

2013

$

129 million

Any receipt of restricted stock will be subject to award agreements provided by the Company and signed by the Employee. For 2011, the employee will be eligible for the full $100,000 value of the restricted stock, without regard to the date the employee begins work with the Company.

Annual Stock Bonus Vesting:

To the extend annual discretionary bonuses are paid partially in stock, shares awarded shall vest over three years (one-third per annum on each successive anniversary of the date on which the stock portion of bonus is awarded).

/s/ Robert B Ledoux

June 1, 2011

Start date June 27, 2011

Employee Signature

Date

/s/ Robert B Ledoux