AMENDED AND RESTATED AGREEMENT

 EXHIBIT 10.1

                         AMENDED AND RESTATED AGREEMENT
                             BETWEEN RADER AND FARI

         THIS AMENDED AND RESTATED AGREEMENT is entered into effective
as of the 28th day of June, 1994 between Rader Railcar, Inc.
("Rader") and First American Railways, Inc. ("FARI").

                                    RECITALS:

         A. Rader and FARI entered into that certain agreement dated June 28,
1994 setting forth the terms and conditions under which Rader would construct a
single level domed railcar (the "Car") for FARI and sell such Car after
construction to FARI. The original agreement was supplemented by a letter
agreement dated June 29, 1994, and thereafter the parties entered an amended and
restated agreement effective June 28, 1994 (collectively, the "Composite
Agreement").

         B. The parties now desire to restate their agreement with respect to
the Car in its entirety in order to more accurately reflect their respective
rights, duties and obligations as presently intended:

                                ACKNOWLEDGEMENTS:

         A. Rader acknowledges the receipt from FARI of $350,000 under the
Composite Agreement as partial payment for the Car, and that this amount
represents a non-refundable deposit by FARI toward the purchase of the Car from
Rader.

         B. FARI acknowledges that Rader experienced unforeseeable delays in
construction of the Car, but that the Car has been shipped to Florida and such
Car is currently in the possession of FARI.

         C. The parties acknowledge that the total price of the Car is $830,000,
and that the remaining principal balance due is $480,000 which, along with
mutually-agreed interest of $20,000 (which is for the period commencing on the
date hereof to October 1, 1995), results in a total amount due of $500,000.

         D. The parties acknowledge that title to the Car remains with Rader
until the entire unpaid balance of $500,000 is paid by FARI to Rader.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto intending legally to be bound
hereby agree as follows:

         1. FARI will pay Rader the remaining $500,000 for the purchase of the
Car ($480,000 principal and $20,000 interest) on or before October 1, 1995, at
which time title to the Car will be conveyed to FARI, or redeliver the Car to
Rader (FOB: Denver, Colorado) free and clear of any and all liens.

         2. Rader will not be obligated to repay any balances or deposits to
FARI. All deposits previously paid by FARI to Rader under the Composite
Agreement are the property of Rader.

         3. FARI agrees to pay Rader the final payment of $500,000 on the
earlier of receipt of (i) funding from its proposed public offering, or (ii)
October 1, 1995. In the event FARI does not make this payment, FARI agrees to
redeliver and ship the Car to Rader on or before October 5, 1995.

         4. For the period from delivery of the Car in Florida until (i) FARI
pays the remaining balance due to Rader as set forth in Section 3, above, or
(ii) FARI redelivery of the Car to Rader as described in Section 1, above, FARI
agrees to keep the Car insured against loss or damage due to fire and the risks
normally included in extended coverage, malicious mischief and vandalism, for
not less than $830,000, and FARI shall also carry public liability insurance,
both personal injury and property damage, covering the Car, with a combined
single limit of not less than Five Million dollars ($5,000,000) per occurrence,
naming Rader and Thomas G. Rader as additional insureds on all such insurance
policies.

         5. Until the full payment is made for the Car and title thereto is
conveyed to FARI, Rader shall be responsible for maintaining the Car in good
working order such that it is capable of being used for its intended purpose.

         6. FARI is prohibited from transferring title to the car prior to full
payment transfer to Rader.

         7. This Agreement replaces in its entirety the Composite Agreement.

         EXECUTED this ____ day of May, 1995.

RADER RAILCAR, INC., a                        FIRST AMERICAN RAILWAYS, INC.,
  Colorado Corporation                          a Florida corporation

By: /S/ JOHN L. THOMPSON                      By: /S/ MICHAEL J. ACIERNO
    --------------------                          ----------------------       
    John L. Thompson                              Michael J. Acierno
Its: Vice-President and Chief                 Its: Vice President
           Financial Officer

                                LETTER AGREEMENT
                                     BETWEEN
              RADER RAILCAR, INC. AND FIRST AMERICAN RAILWAYS INC.
                                  JUNE 28, 1994

THIS LETTER AGREEMENT is entered into this 28th day of June, 1994
between Rader Railcar, Inc. ("Rader") and First American Railways,
Inc. ("FARI").

WHEREAS FARI is in the process of raising funding for the Florida
Fun Train project; and

WHEREAS FARI desires a completed low-level domed railcar
("RAILCAR"); and

WHEREAS RADER has a railcar to finish for such purposes.

NOW THEREFORE, the parties agree that;

  1.  FARI will pay to Rader the total amount of $350,000 to
      complete the railcar on the following payment schedule:

               On signing of this Agreement         $100,000
               August 1, 1994                       $100,000
               Delivery of car                      $150,000

  2.  Rader will complete the railcar in a workmanlike manner
      for delivery, FOB, Florida on or about September 1, 1994.
      The railer will be AMTRAK compatible with HEP, MU and 27
      point communication.  In addition, the railcar will have
      a 50 KW prime power Stadco generator, service kitchen and
      bar and seating for approximately 70. Title and risk of
      loss of the railcar, including the above completion,
      remains with Rader.

  3.  When completed, FARI agrees to lease the railcar from
      Rader for $10,000 per month for the six month period
      approximately September 1, 1994 to February 28, 1995.

  4.  Rader and FARI agree to enter into a lease agreement
      prior to the completion of the railcar for the general
      terms in section 3 above and Rader agrees to grant FARI
      an option to extend the lease for six months or to
      purchase the railcar for $420,000. This option shall be
      effective February 1, 1995 to February 28, 1995, and must
      be exercised by February 28, 1995.  Should FARI elect to
      not extend the lease nor purchase the railcar, FARI
      agrees to, at its OWN EXPENSE redeliver the railcar to
      Rader at its plant in Denver, Colorado on or before March
      15, 1995.

LETTER AGREEMENT BETWEEN
RADER RAILCAR, INC. AND FIRST AMERICAN RAILWAYS INC.
JUNE 28, 1994
PAGE 2/2

  5.  For the period from delivery of the car in Florida until
      a) FARI purchases the railcar or b) FARI redelivers the
      railcar to Rader as described above, FARI agrees to keep
      the railcar insured against loss or damage due to fire
      and the risks normally included in extended coverage,
      malicious mischief and vandalism, for not less than
      $830,000, and FARI shall also carry public liability
      insurance, both personal injury and property damage,
      overing the railcar, with a combined single limit of not
      less than Five Million dollars ($5,000,000) per
      occurrence, naming Rader Railcar, Inc. and Thomas G.
      Rader as additional insureds on all insurance policies.
      A certificate of insurance, evidencing that such
      insurance is in place shall be delivered to Rader before
      the initial delivery of the railcar to Florida.

  6.  Any and all sales or use taxes which may be due as a
      result of this Agreement are the Obligation of FARI.

  This Letter Agreement shall be governed by the laws of the
State of Colorado. Notice hereunder shall be in writing and shall
be effective no later than actual receipt by the party to be
notified.

  Dated at Denver, Colorado this 28th day of June, 1994.

RADER RAILCAR, INC.                            FIRST AMERICAN RAILWAYS INC.

By: /s/ JOHN L. THOMPSON                       By: /s/ EUGENE K. GARFIELD
- ------------------------                       --------------------------  

Its:   VP/CFO                                  Its: President

                                LETTER AGREEMENT
                                     BETWEEN
              RADER RAILCAR, INC. AND FIRST AMERICAN RAILWAYS INC.
                                  JUNE 29, 1994

THIS LETTER AGREEMENT is entered into this 29th day of June, 1994
between Rader Railcar, Inc. ("RADER") and First American Railways,
Inc. ("FARI").

WHEREAS FARI is in the process of raising funding for the Florida
Fun Train project; and

WHEREAS FARI desires a completed low-level domed railcar
("RAILCAR"); and

WHEREAS RADER and FARI have signed the Letter Agreement dated June 28, 1994 to
complete and lease a railcar to FARI.

NOW THEREFORE, the parties agree that;

  1.  In the event that FARI redelivers the railcar to Rader at the end of the
lease, Rader will pay to FARI the total amount of $350,000 twelve (12) months
after such redelivery.

  This Letter Agreement shall be governed by the laws of the State of Colorado.
Notice hereunder shall be in writing and shall be effective no later than actual
receipt by the party to be notarized.

  Dated at Denver, Colorado this 29th day of June, 1994.

RADER RAILCAR, INC.                          FIRST AMERICAN RAILWAYS INC.

By: /s/ JOHN L. THOMAS                       By:  /s/  EUGENE K. GARFIELD
- ----------------------                       ----------------------------

Its:  VP/CFO                                 Its:   President 

Basic Info X:

Name: AMENDED AND RESTATED AGREEMENT
Type: Amended and Restated Agreement
Date: Aug. 6, 1996
Company: FIRST AMERICAN RAILWAYS INC
State: Nevada

Other info:

Date:

  • October 1 , 1995
  • October 5 , 1995
  • August 1 , 1994
  • September 1 , 1994
  • February 1 , 1995
  • February 28 , 1995
  • March 15 , 1995
  • 28th day of June , 1994
  • JUNE 29 , 1994
  • June 28 , 1994
  • 29th day of June , 1994

Organization:

  • the Obligation of FARI
  • Rader Railcar , Inc.
  • First American Railways , Inc.
  • INC. FIRST AMERICAN RAILWAYS INC.

Location:

  • Florida
  • Denver
  • Colorado

Money:

  • $ 480,000
  • $ 20,000
  • $ 500,000
  • $ 100,000
  • $ 150,000
  • $ 10,000
  • $ 420,000
  • $ 830,000
  • Five Million dollars $ 5,000,000
  • $ 350,000

Person:

  • A. Rader
  • John L. Thompson Michael J. Acierno
  • WHEREAS RADER
  • Thomas G. Rader
  • JOHN L. THOMAS
  • EUGENE K. GARFIELD