Abstract: A control circuit for a model railroad utilizes a digital counter to control the modes of motor operation. To select a mode of operation a switch is used to repeatedly ground the base of a transistor circuit, causing pulses to be sent to a counter. By using the switch to hold the base of the transistor to ground, the counter sequencing is locked and prevented from further sequencing until the track power is turned off for a defined minimum amount of time. Release of this switched ground places the circuit under track control where short power interrupts cause the counter to sequence to the next count and therefore to sequence the modes of motor operation.