FIRST AMERICAN
RAILWAYS, INC.

                                           June 24, 1997

Mr. C. Dawson Buck
Dunsfold Ryse Estate
Chiddingfold Surrey
United Kingdom GU84YA

Dear Dawson,

This letter serves as First American Railway, Inc.'s (FAR's) understanding as
to our agreement concerning your participation in the growth of our Company.

1. Equity Investment:
     You will invest $200,000 (U.S.) directly into FAR, receiving common stock
     which will be registered within 90 days. This investment will not require
     any acquisition brokerage fees since you are purchasing the stock directly
     from the Company. The price will be the current market price of the stock
     on the date of your execution of this agreement less 15%. It is required
     that you remit your funds to FAR within 7 days of the execution date to
     ensure compliance with these favorable terms (price, etc.).

     In addition, you will be granted, as of the execution date, non-qualified
     five-year stock options to purchase 10,000 shares of common stock (subject
     to the standard anti-dilution protections) at an exercise price which
     is equal to the then current market price. These options will vest over 3
     years in one-third increments (3,333 shares) annually--the first year
     anniversary occurring one year after the execution date of this agreement.

II. Consulting Services:
     A) Sponsorship Program - To solicit, negotiate, and maintain relationships
        with associations or corporate sponsors in Europe. In this capacity, you
        will utilize leads or suggestions from the President and the Vice
        President of Sales and Marketing. You are also expected to generate your
        own candidate sponsor targets.
     B) Scenic Railroad Acquisition Program - To research, negotiate, and
        participate in completion of target acquisition companies in Europe. In
        this capacity you will utilize leads or suggestions from the President.
        You are also expected to identify your own target companies.

- -----------------------------
3700 North 29 Avenue, Suite 202
Hollywood, Florida 33020
954/920-0606 * Fax: 954/920-0602



C. Dawson Buck                       Page 2                        June 24, 1997


     C) Fun-Train Development Program - To research, identify, and participate
        in completion [including negotiation] of new Fun-Train projects in
        Europe. In this capacity you will utilize leads or suggestions from the
        President. You are also expected to identify your own potential
        locations for development.

III. Office, Telephones & Travel/Entertainment Expenses:
     You will be reimbursed for all reasonable expenses of this type on a pre-
     approved basis. Gordon Downing will work out an appropriate methodology
     after execution of this agreement.

IV. Consulting Compensation:
    Your compensation, in addition to the stock options, will be:
         A) A stipend paid quarterly of $7,500.00 (U.S) [$30,000 per year]
            beginning July 1, 1997.
         B) 4% of gross margin on collected sponsorship program income.
         C) A to-be-determined amount, on a case by case basis, for all
            acquisitions or new Fun-Train development activities after FAR
            agrees to pursue a transaction.
         D) The discounted equity investment opportunity described in (I) above.
         E) Stock options described in (I) above will be granted annually.

If this meets with your approval, please execute and date below. We believe you
will rapidly become an important part of our team.

                                           Sincerely,

                                           /s/ Raymond Monteleone
                                           ----------------------
                                           Raymond Monteleone
                                           President

RM/pl

Agreed by:

/s/ C. Dawson Buck
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C. Dawson Buck

Date: 6-26-97