EXHIBIT 10.9
AMENDMENT TO
FINANCIAL ADVISORY AND CONSULTING AGREEMENT
THIS AMENDMENT TO THE FINANCIAL ADVISORY AND CONSULTING AGREEMENT
is made and entered into as of this 5th day of December, 1996 by and between
First American Railways, Inc. (the "Company") and International Capital Growth,
Ltd., formerly known as Capital Growth International, L.L.C., (the
"Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
The parties desire to amend the Financial Advisory and Consulting
Agreement between the parties dated April 26, 1996 (the "Agreement") as follows:
1. Section 2 of the Agreement shall be amended to provide for an
extension of the term of the Agreement for eighteen (18) months beyond its
existing twenty-four (24) month term, such that the Agreement will expire on
October 26, 1999.
2. Notwithstanding the provisions of Section 7 of the Agreement, the
compensation due to Consultant for the period commencing July 31, 1996 through
the extended term as provided above shall be paid in full by the issuance of
52,500 shares of common stock of the Company (the "Shares") in January 1997. The
Company further agrees to use its "best efforts" to register for resale within
six (6) months the Shares in a post-effective amendment to the pending Form SB-2
Registration Statement No. 333-9601 which has been previously declared
effective.
3. The two year periods referenced in Sections 8 and 9 of the Agreement
shall be extended for eighteen (18) months and shall expire upon the expiration
of the term of the Agreement.
4. Except as provided above, the remaining terms of the Agreement are
hereby ratified and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Financial Advisory and Consulting Agreement as of the date hereof.
FIRST AMERICAN RAILWAYS, INC.
By: /S/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Vice President and
Chief Financial Officer
INTERNATIONAL CAPITAL GROWTH, LTD.
By: /S/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Senior Managing Director
