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This case tells the story of the development of a regional agreement to permit the E-ZPass electronic toll collection system to be used in a series of contiguous states in the Northeast US. The case describes how officials in various states, but particularly New York State, took steps to overcome barriers to co-operation. These included questions about how to establish a common technology platform for the transponder which permits electronic toll collection, and how to ensure that states received revenues to which they were entitled. More broadly, it is meant to explore the reasons which prompted officials to push for regional co-operation, despite the absence of any mandate or legal requirement to do so. The case allows both for discussion of the best framework for the toll collection system and discussion of the pros and cons of inter-jurisdictional co-operation as they might have appeared from the point of view of public officials. The case describes a system considered notable for its success in fostering a cross-boundary co-operation considered to be atypical.