STOCK EXCHANGE AGREEMENT
                            ------------------------

     THIS  STOCK  EXCHANGE  AGREEMENT  (the  "Agreement"), dated as of March 24,
2000,  by  and  among  FIRST CAPITAL INTERNATIONAL, INC., a Delaware corporation
("FCAI"),  and MIHHAIL DIDYK, personal code 35001040297, of Tallinn, Republic of
Estonia  (individually,  a  "STOCKHOLDER"  and collectively the "STOCKHOLDERS"),
such  person  being  registered  holder  of  capital stock of AS Mainor Anet, an
Estonian  corporation  ("ANET"),  and  ANET for the purposes of Articles VII and
VIII.

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  each Stockholder is the record and beneficial owner of the number
of  shares  of common stock, par value 1,000 EEK per share, of ANET indicated in
the table set forth as Exhibit A to this Agreement (which shares are hereinafter
collectively  referred  to  as  the  "ANET  Stock");

     WHEREAS,  FCAI  desires  to  acquire  from  the  Stockholders,  and  the
Stockholders  desire  to  convey to FCAI, all of the issued and outstanding ANET
Stock  owned  by the Stockholders in exchange for shares of voting common stock,
$0,001  par  value  of  FCAI (the "FCAI Stock"), all on the terms and conditions
set  forth  below;

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained in
this Agreement, and on the terms and subject to the conditions set forth in this
Agreement,  the  parties  hereto, intending to be legally bound, hereby agree as
follows:

                                    ARTICLE I
                               EXCHANGE OF SHARES

     Section  1.1  ANET  Stock.  At  the  Closing  (as  defined  below),  each
                   ------------
Stockholder  shall  transfer, convey and deliver to FCAI the number of shares of
ANET  Stock set forth opposite their name on Exhibit A hereto, and shall deliver
to FCAI stock certificates representing the ANET Stock, duly endorsed to FCAI or
accompanied  by duly executed stock powers in form and substance satisfactory to
FCAI.

     Section 1.2  FCAI STOCK. At the Closing, in exchange for each share of ANET
                  ----------
Stock  transferred to FCAI, FCAI shall issue and deliver to each Stockholder the
number  of  shares  of  FCAI  Stock  set  forth opposite their name on Exhibit A
hereto. The transaction by which the transfer shall take place is referred to in
this  Agreement  as  the  "Exchange".


                           Stock Exchange Agreement - 1
<PAGE>
                                   ARTICLE II
                                   THE CLOSING

     The  Closing  of  the  transactions  contemplated  by  this  Agreement (the
"Closing")  shall  take  place  at  10:00  A.M.  on March 24, 2000 (the "Closing
Date"),  at  the offices of FCAI, 5120 Woodway, Suite 9004, Houston, Texas 77056
or  at  such  other  time  and  place  as  agreed upon among the parties hereto.

                                   ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

     Each of the Stockholders hereby severally represents and warrants  to  FCAI
as follows:

     Section  3.1  Ownership  of  the  ANET  Stock.  The  Stockholder  owns,
                   --------------------------------
beneficially  and  of  record,  that  number  of  shares of ANET Stock set forth
opposite  the  Stockholder's  name  on Exhibit A hereto; except for restrictions
imposed  by  national,  federal  and  state securities laws, (i) such shares are
owned  by  such  Stockholder  free  and  clear  of  any liens, claims, equities,
charges, options, rights of first refusal, or encumbrances; (ii) the Stockholder
has  the  unrestricted  right  and  power  to  transfer, convey and deliver full
ownership  of  such  shares without the consent or agreement of any other person
and  without  any  designation,  declaration  or  filing  with  any governmental
authority;  and,  (iii) upon the transfer of such shares to FCAI as contemplated
herein,  FCAI  will  receive good and valid title thereto, free and clear of any
liens, claims, equities, charges, options, rights of first refusal, encumbrances
or  other  restrictions.

     Section  3.2  Organization.  If  the  Stockholder  is either a corporation,
                   -------------
limited  liability company or partnership, it represents and warrants that it is
duly  organized,  validly  existing  and  in good standing under the laws of the
state or nation of its incorporation or formation, with full power and authority
and  all  necessary  governmental  and  regulatory  licenses,  permits  and
authorizations  to  carry  on  the businesses in which it is engaged, to own the
properties  that  it  owns currently and will own at the Closing, and to perform
its  obligations  under  this  Agreement.  If  the Stockholder is a corporation,
limited  liability  company  or  partnership  it  is  qualified  as  a  foreign
corporation,  foreign  limited  liability  company or foreign partnership (which
ever  the case may be) and is in good standing in each jurisdiction in which the
failure  to  qualify  would  have  material  adverse  effect  on  the  business,
properties or condition (financial  or  otherwise)  of  the  corporate,  limited
liability  company  or  partnership  Stockholder.

     Section 3.3   Authorization. If the Stockholder is a person, then he or she
                   --------------
is of the full age of majority, with full power, capacity and authority to enter
into  this  Agreement and perform the obligations contemplated hereby by and for
himself  or  herself  and  his  or  her  spouse, if any. If the Stockholder is a
corporation,  limited  liability  company  or  partnership,  then all corporate,
limited  liability  company  or partnership action on the part of the corporate,
limited  liability  company  or  partnership  Shareholder  necessary  for  the
authorization,  execution,  delivery  and performance  of this Agreement and the


                          Stock Exchange Agreement - 2
<PAGE>
transactions contemplated hereby has been taken or will be  taken  prior  to the
Closing.   All  action  on  the  part  of  the  Stockholder  necessary  for  the
authorization, execution, delivery and performance  of  this  Agreement  by  the
Stockholder has been  taken  or  will  be  taken  prior  to  the  Closing.  This
Agreement constitutes  a  valid  and  binding  obligation  of  the  Stockholder,
enforceable  against the Stockholder in accordance with its  terms,  subject  to
bankruptcy,  insolvency,  reorganization, and other laws of general  application
relating to or affecting creditors' rights and to general equitable principles.

     Section  3.4   Pending  Claims.  There  is  no  claim,  suit,  action  or
                    ----------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of the Stockholder's knowledge, threatened that would preclude or restrict
the  transfer  to  FCAI  of  the  ANET  Stock  owned  by  the Stockholder or the
performance  of  this  Agreement  by  the  Stockholder.

     Section  3.5   No  Default. The execution, delivery and performance of this
                    ------------
Agreement  by  the  Stockholder  does not and will not constitute a violation or
default  under  or  conflict  with  any  contract,  agreement,  understanding or
commitment  to which such Stockholder is a party or by which such Stockholder is
bound.

     Section  3.6   Acquisition  of  Stock  for  Investment.  The  Stockholder
                    ----------------------------------------
understands  that the issuance of FCAI Stock will not have been registered under
the  Securities  Act  of  1933, as amended (the "Act"), or any national or state
securities  acts,  and,  accordingly, are restricted securities, and that he/she
represents and warrants to FCAI that his/her present intention is to receive and
hold  the FCAI Stock for investment only and not with a view to the distribution
or  resale  thereof

     Additionally,  the Stockholder understands that any sale by the Stockholder
of  any of the FCAI Stock received under this Agreement will, under current law,
require  either  (a)  the  registration  of  the  FCAL  Stock  under the Act and
applicable  national  or  state securities acts; (b) compliance with Rule 144 of
the  Act;  or  (c)  the  availability  of  an  exemption  from  the registration
requirements  of  the  Act and applicable national or state securities acts. The
Stockholder  understands  that  FCAI  has  not undertaken and does not presently
intend  to file a Registration Statement to register the FCAI Stock to be issued
to  the  Stockholder. The Stockholder hereby agrees to execute, deliver, furnish
or otherwise provide to FCAI an opinion of counsel reasonably acceptable to FCAI
prior  to any subsequent transfer of the FCAI Stock, that such transfer will not
violate  the  registration  requirements  of  the  federal  or national or state
securities  acts. The Stockholder further agrees to execute, deliver, furnish or
otherwise  provide  to  FCAI  any  documents or instruments as may be reasonably
necessary  or  desirable in order to evidence and record the FCAI Stock acquired
hereby.

     To  assist  in  implementing  the  above provisions, the Stockholder hereby
consents  to the placement of the legend, or a substantially similar legend, set
forth  below,  on  all  certificates  representing  ownership  of the FCAI Stock
acquired  hereby  until  the FCAI Stock has been sold, transferred, or otherwise


                           Stock Exchange Agreement -3
<PAGE>
disposed  of,  pursuant  to  the  requirements  hereof  The  legend  shall  read
substantially  as  follows:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES
     MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICThD AS TO TRANSFERABILITY,  AND
     MAY NOT BE SOLD, HYPOTHECATED,  OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE
     WITH THE REGISTRATION AND  QUALIFICATION  PROVISIONS OF APPLICABLE  FEDERAL
     AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

     Section  3.7   Stockholders  Access  to Information. The Stockholder hereby
                    -------------------------------------
confirms  and  represents  that he/she: (a) has been afforded the opportunity to
ask questions of and receive answers from representatives of FCAI concerning the
business  and  financial condition, properties, operations and prospects of FCAI
and  has  asked  such  questions as he/she desires to ask and all such questions
have  been  answered  to  the full satisfaction of the Stockholder; (b) has such
knowledge  and  experience in financial and business matters so as to be capable
of  evaluating  the  relative  merits and risks of the transactions contemplated
hereby;  (c)  has had an opportunity to engage and is represented by an attorney
of  his/her  choice;  (d)  has  had  an  opportunity  to negotiate the terms and
conditions  of  this Agreement; (e) has been given adequate time to evaluate the
merits  and  risks  of  the  transactions  contemplated hereby; and (t) has been
provided  with  and  given an  opportunity  to  review  all  current information
about  FCAI.

     Section  3.8   Disclosure.  To  the best of the Stockholder's knowledge, no
                    -----------
representation  or  warranty  of  the  Stockholder  contained  in this Agreement
(including the exhibits and schedules hereto) contains any untrue statement of a
material  fact  or omits to state a material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  3.9   Indemnification  by  Stockholder. The Stockholder recognizes
                   ----------------------------------
that  the Exchange  being  conducted  with  FCAI is based, to a material degree,
upon the  representations  and  warranties  of  Stockholder  as  set  forth  and
contained herein and  the  Stockholder  hereby  agrees  to  indemnify  and  hold
harmless FCAI against all  damages,  costs, or  expenses  (including  reasonable
attorney's fees) arising as a result of any breach of representation or warranty
or omission made herein by  the  Stockholder.

     If  any action is brought against FCAI in respect of which indemnity may be
sought  against  the Stockholder pursuant to the foregoing paragraph, FCAI shall
promptly  notify  the  Stockholder  in writing of the institution of such action
(but  the  omission  to  so notify the Stockholder shall not relieve it from any
liability  that  it  may  have  to  FCAI except to the extent the Stockholder is
materially  prejudiced  or  otherwise  forfeit substantive rights or defenses by
reason  of  such  failure), and the Stockholder shall assume the defense of such


                           Stock Exchange Agreement - 4
<PAGE>
action, including the employment of counsel to be chosen by the  Stockholder  to
be reasonably satisfactory to  FCAI,  and  payment  of expenses. FCAI shall have
the right to employ the Stockholder's or their own counsel in any such case, but
the fees and expenses of such counsel shall  be  at  FCAI  expense,  unless  the
employment of such  counsel  shall  have  been  authorized  in  writing  by  the
Stockholder in connection with  the  defense  of such action, or the Stockholder
shall not have employed counsel to take charge of the defense of such action, or
counsel employed by the stockholder  shall  not  be  diligently  defending  such
action, or FCAI shall have reasonably  concluded  that  there  may  be  defenses
available to it which are different  from  or  additional  to those available to
the Stockholder, or that representation  of  FCAI by  the same counsel would  be
inappropriate  under  applicable standards of professional conduct due to actual
or potential differing interests between them (in  which  case  the  Stockholder
shall not have the right to direct the defense  of  such  action  on  behalf  of
FCAI), in any of which event such fees  and  expenses  shall  be  borne  by  the
Stockholder. Anything in this paragraph to  the  contrary  notwithstanding,  the
Stockholder shall not be liable for any settlement of, or any expenses  incurred
with respect to, any such claim or action  effected  without  the  Stockholder's
written  consent,  which  consent  shall  not  be  unreasonably  withheld.   The
Stockholder shall not, without the prior written  consent  of  FCAI  effect  any
settlement of any proceeding in respect of which FCAI is a party  and  indemnity
has  been  sought  hereunder  unless  such  settlement includes an unconditional
release of FCAI from all liability on claims that are the subject matter of such
proceeding.

     Section  3.10   Organization and Capitalization. ANET is a corporation duly
                     --------------------------------
organized,  validly existing and in good standing under the laws of the Republic
of  Estonia,  with  full  power and authority and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which  it  is engaged, to own the properties that it owns currently and will own
at  the  Closing.  ANET  is  qualified  as  a foreign corporation and is in good
standing  in  each  jurisdiction  in  which  the failure to qualify would have a
material  adverse  effect on the business, properties or condition (financial or
otherwise) of ANET. ANET does not have any subsidiaries or any other investments
or  ownership  interest  in any corporation, partnership, joint venture or other
business  enterprise,  except  as  set  forth  in  Schedule 3.10. The authorized
capital  stock  of  ANET consists of 2,400 shares of common stock, 1,000 EEK par
value  per  share,  of which  2,400  shares  are validly issued and outstanding.
All  of  such  issued  and  outstanding  shares  of  ANET  Stock  have been duly
authorized and validly issued and  are  fully  paid and non-assessable.  None of
the shares were issued in violation of any  preemptive  rights.  Except  as  set
forth in Schedule 3.10, there are  no  existing  warrants,  options,  rights  of
first refusal, conversion rights, calls,  commitments or other agreements of any
character pursuant to which ANET is  or may become obligated to issue any of its
stock or securities. ANET has no obligation  to  repurchase, reacquire or redeem
any of its outstanding capital stock.

     Section  3.11   Subsidiaries.  Schedule  3.11  sets  forth  a  complete and
                    --------------
accurate  list of all Subsidiaries of ANET, showing (as to each such Subsidiary)
the  date of its incorporation and the jurisdiction of its incorporation. All of
the  outstanding  capital  stock  of,  or  other  ownership  interests  in, each
Subsidiary  is owned by ANET, directly or indirectly, free and clear of any lien
or any other limitation or  restriction  (including restrictions on the right to


                          Stock Exchange Agreement - 5
<PAGE>
vote).  All outstanding shares of the capital stock of each Subsidiary have been
duly authorized and validly issued and are fully paid and non-assessable and are
free  of  any  preemptive  rights.  There  are  no outstanding securities of any
Subsidiary convertible into or evidencing the right to purchase or subscribe for
any  shares  of  capital  stock  of  any Subsidiary, there are no outstanding or
authorized  options,  warrants, calls, subscriptions, rights, commitments or any
other  agreements of any character obligating any Subsidiary to issue any shares
of  its capital stock or any securities convertible into or evidencing the right
to  purchase  or  subscribe  for  any  shares  of  such  stock, and there are no
agreements  or  understandings  with  respect  to  the voting, sale, transfer or
registration  of  any  shares  of  capital  stock  of  any  Subsidiary.

     Section  3.12   Financial  Information.  ANET  has  delivered  to  FCAI the
                     -----------------------
audited  balance  sheet  of  ANET as of 01.01.1999-31.12.1999, together with the
related  statements of income, changes in shareholder's equity and cash flow for
the  years  then  ended,  including  the  related  notes,  all  certified  by an
independent Estonian certified auditor. Such Financial Statements, including the
related  notes,  are in accordance with the books and records of ANET and fairly
present the financial position of ANET and the results of operations and changes
in  financial position of ANET as of the dates and for the periods indicated, in
each case in conformity with generally accepted accounting principles applied on
a  consistent  basis. Except as, and to the extent reflected or reserved against
in  the  Financial Statements, ANET, as of the date of the Financial Statements,
has  no  material  liability  or  obligation  of  any  nature, whether absolute,
accrued,  continued or otherwise, not fully reflected or reserved against in the
Financial  Statements.  As  of  the  Closing  Date, there will not have been any
adverse  change  in  the  financial  condition  or  other  operations, business,
properties  or  assets  of  ANET other than liabilities incurred in the ordinary
course of business in which, in the aggregate, are not in excess of $50,000 from
that  reflected  in  the  latest  Financial Statements of ANET furnished to FCAI
pursuant  hereto.

     Section  3.13   Litigation. Except as disclosed in Schedule 3.13, there are
                     -----------
no  actions,  suits  or proceedings, formal or informal, pending or, to the best
knowledge  of the Stockholder's, threatened against ANET, nor is ANET subject to
any  order,  judgment  or decree, except in all cases, whether known or unknown,
for  matters  which,  in  the  aggregate,  would not result in a loss to ANET in
excess  of  $50,000.

     Section  3.14   Taxes. Except as disclosed in Schedule 3.14, ANET has filed
                     ------
all tax returns and reports due or required to be filed, and has paid all taxes,
interest  payments  and  penalties,  if  any,  required  to be paid with respect
thereto. ANET has made adequate provision for the payment of all taxes accruable
for all periods ending on or before the Closing Date to any taxing authority and
is  not  delinquent in the payment of any material tax or governmental charge of
any  nature.

     Section 3.15    Compliance with Laws. Except as set forth in Schedule 3.15,
                     ---------------------
ANET  is, and at all times prior to the date hereof has been, to the best of the
Stockholder's  knowledge,  in  compliance  with all statutes, orders, rules, and
regulations  applicable  to  it  or  to  the  ownership  of its  assets  or  the


                           Stock Exchange Agreement - 6
<PAGE>
operation  of  its  business, except for failures to be in compliance that would
not  have  a  material  adverse effect on the  business,  properties,  condition
(financial  or otherwise) or prospects of ANET, and ANET has  no basis to expect
to receive, and has not received, any order or notice of any  such  violation or
claim  of  violation of any such statute, order, rule, ordinance  or regulation.

     Section 3.16   Books and Records. The books of account, minute books, stock
                    ------------------
record books and other records of ANET, all of which have been made available to
FCAI,  are  accurate  and  complete  in  all  material  respects  and  have been
maintained  in  accordance  with  sound  business  practices.

     Section  3.17   Title  to  Properties: Encumbrances. ANET has good title to
                     ------------------------------------
all  of  its  properties and assets, real and personal, tangible and intangible,
that  are  material  to  the  condition  (financial  or  otherwise),  business,
operations or prospects of ANET, free and clear of all mortgages, claims, liens,
security  interests, charges, leases, encumbrances and other restrictions of any
kind  and nature, except (i) as specifically disclosed in Schedule 3.17, (ii) as
disclosed  in  the  financial  statements of ANET, (iii) statutory liens not yet
delinquent,  and  (iv) such liens consisting of zoning or planning restrictions,
imperfections of title, easements, pledges, charges and encumbrances, if any, as
do  not  materially  detract  from  the  value  or materially interfere with the
present  use  of  the  property  or  assets subject thereto or affected thereby.

     Section  3.18   Disclosure.  To the best of the Stockholder's knowledge, no
                     -----------
representation  or  warranty  of  the  Stockholder  contained  in this Agreement
(including  the  exhibits,  addendums  and schedules hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  3.19   Insurance.  ANET  and  its  Subsidiaries  maintain adequate
                     ----------
insurance with respect to their respective businesses and are in compliance with
all  material  requirements  and  provisions  thereof.

     Section 3.20   Material Agreements; Action. Except as set forth in Schedule
                    ----------------------------
3.20,  there  are no material contracts, agreements, commitments, understandings
or  proposed  transactions, whether written or oral, to which ANET or any of its
Subsidiaries  is  a party or by which it is bound that involve or relate to: (i)
any  of  their  respective  officers, directors, stockholders or partners or any
Affiliate  thereof;  (ii)  the  sale  of any of the assets of ANET or any of its
Subsidiaries  other  than in the ordinary course of business; (iii) covenants of
ANET  or  any of its Subsidiaries not to compete in any line of business or with
any  person  in  any  geographical  area or covenants of any other person not to
compete  with  ANET or any of its Subsidiaries in any line of business or in any
geographical  area;  (iv)  the acquisition by ANET or any of its Subsidiaries of
any  operating  business  or  the  capital  stock  of  any other Person; (v) the
borrowing of money or (vi) the expenditure of more than $50,000 in the aggregate
or  the  performance  by ANET or any Subsidiary extending for a period more than


                        Stock Exchange Agreement - 7
<PAGE>
one year from the date hereof, other than  in the ordinary course  of  business.
There have been made available to FCAI and its representatives true and complete
copies of all such agreements. All such agreements are in full force and effect.
Neither the Company nor any of its Subsidiaries  is  in default under  any  such
agreements nor is any other party to any such agreements  in  default thereunder
in  any  respect.

     Section  3.21   Employee Benefit Plans. ANET is not a party to any employee
                     -----------------------
benefit  plan.

     Section  3.22   No  Pending  Transactions.  Except  for  the  transactions
                     --------------------------
contemplated by this Agreement, neither ANET nor any Subsidiary is a party to or
bound by or the subject of any agreement, undertaking, commitment or discussions
or  negotiations  with  any  person  that  could result in (i) the sale, merger,
consolidation  or  recapitalization  of ANET or any Subsidiary, (ii) the sale of
all  or  substantially  all  of the assets of ANET or any Subsidiary, or (iii) a
change  of control of more than five percent of the outstanding capital stock of
ANET  or  any  Subsidiary.

     Section 3.23   No Undisclosed Liabilities. To the best of the Stockholder's
                    ---------------------------
knowledge,  neither  ANET  nor or any Subsidiary has any obligation or liability
(contingent  or  otherwise)  that  would  be  required  to  be  reflected in the
financial  statements  of the Company in accordance with Estonian Accounting Law
except  as  reflected  in  ANET's  Balance  Sheet.

                                   ARTICLE IV
                   LIMITATION OF LIABILITY OF CERTAIN PERSONS

     Section  33N  of  the Texas Securities Act, which applies to this Offering,
limits  the liability of certain persons in connection with actions or series of
actions  under Section 33 of the Texas Securities Act. Specifically, Section 33N
limits the liability of an attorney, an accountant, a consultant, or the firm of
the  attorney,  accountant,  or  consultant  (collectively,  the "Person") to an
amount  equal  to three times the fee paid by the Company or other seller to the
Person for the services related to the offer of securities, unless a court finds
the  Person  engaged  in  intentional  wrong  doing  in  providing the services.

                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF FCAI

     FCAI hereby represents and warrant to the Stockholders as follows:

     Section  5.1   Organization  and Capitalization. FCAI is a corporation duly
                    ---------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware,  with  full  power  and  authority  and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which  it  is engaged, to own the properties that it owns currently and will own
at  the  Closing,  and  to perform its obligations under this Agreement. FCAI is
qualified  as a foreign corporation and is in good standing in each jurisdiction
in  which  the  failure  to  qualify would have a material adverse effect on the


                           Stock Exchange Agreement-8
<PAGE>
business, properties or condition (financial  or otherwise) of FCAI.  FCAI  does
not have any subsidiaries or any other investments or  ownership interest in any
corporation, partnership, joint venture or other business  enterprise, except as
set forth in Schedule 5.1. Immediately prior to the  Closing Date the authorized
capital  stock  of  FCAI  consists  of  (i) 100,000,000  shares of common stock,
$0.001 par value of which 71,131,142 shares are  validly  issued and outstanding
at the date hereon. All of such issued and outstanding shares of FCAI Stock have
been and all of the shares of FCAI Stock to  be issued hereby will  be,  at  the
Closing, duly authorized and validly issued and  are  and will be at the Closing
fully paid and non-assessable. None of the shares  that  were issued and none of
the shares to be issued hereby will be in violation  of  any  preemptive rights.
FCAI  has  no  obligation  to  repurchase,  reacquire  or  redeem  any  of  its
outstanding  capital  stock.  FCAI also has outstanding  options  to purchase up
to 5,710,000 shares of its common stock.

     Section 5.2   Subsidiaries. Schedule 5.2 sets forth a complete and accurate
                   -------------
list  of all Subsidiaries of FCAI, showing (as to each such Subsidiary) the date
of  its  incorporation  and  the  jurisdiction  of its incorporation. All of the
outstanding  capital  stock of, or other ownership interests in, each Subsidiary
is  owned  by  FCAI,  directly  or indirectly, free and clear of any lien or any
other  limitation  or  limitation  or restriction (including restrictions on the
right  to  vote).  All outstanding shares of the capital stock of any Subsidiary
have  been  duly  authorized  and  validly  issued  and  are  fully  paid  and
non-assessable  and  are free of any preemptive rights. There are no outstanding
securities  of  any  Subsidiary  convertible  into  or  evidencing  the right to
purchase  or  subscribe for any shares of capital stock of any Subsidiary, there
are  no  outstanding  or  authorized  options,  warrants,  calls, subscriptions,
rights,  commitments  or  any  other  agreements of any character obligating any
Subsidiary  to  issue  any  shares  of  its  capital  stock  or  any  securities
convertible into or evidencing the right to purchase or subscribe for any shares
of such stock, and there are no agreements or understandings with respect to the
voting,  sale,  transfer  or  registration of any shares of capital stock of any
Subsidiary.

     Section  5.3   Authorization.  All  corporate  action  on  the part of FCAI
                    --------------
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement by FCAI has been taken or will be taken prior to the Closing. FCAI has
the requisite corporate power and authority to execute, deliver and perform this
Agreement.  This  Agreement  has  been  duly executed and delivered by FCAI, and
constitutes  a valid and binding obligation of FCAI, enforceable against FCAI in
accordance  with  its terms;. subject to bankruptcy, insolvency, reorganization,
and other laws of general application relating to or affecting creditors' rights
and  to  general  equitable  principles.

     Section 5.4   Litigation. Except as set forth in Schedule 5.4, there are no
                   -----------
claims,  actions,  suits  or proceedings, formal or informal, pending or, to the
best  knowledge  of  FCAI,  threatened  against FCAI, nor is FCAI subject to any
order,  judgment  or  decree,  except  in  either case for matters which, in the
aggregate,  would  not  result  in  a  loss  to  FCAI  in  excess  of  $100,000.


                           Stock Exchange Agreement - 9
<PAGE>
     Section 5.5   Taxes. FCAI has filed all federal, state or local tax returns
                   ------
and  reports  due  or  required  to  be  filed  and has paid all taxes, interest
payments  and  penalties,  if any, required to be paid with respect thereto, and
has  made  adequate  provision  for  the  payment of all taxes accruable for all
periods  ending on or before the Closing Date to any taxing authority and is not
delinquent  in  the  payment  of  any material tax or governmental charge of any
nature.

     Section 5.6   Financial Information. FCAI has delivered to the Stockholders
                   ----------------------
the  audited  balance  sheet  of FCAI as of December 31, 1998 and 1997, together
with  the related statements of income, changes in shareholder's equity and cash
flow  for  the  years  then ended, including the related notes, all certified by
Ham,  Langston  &  Brezina  L.L.P., certified public accountants (the "Financial
Statements").  Such  Financial  Statements,  including the related notes, are in
accordance  with  the books and records of FCAI and fairly present the financial
position of FCAI and the results of operations and changes in financial position
of  FCAI  as  of  the  dates  and  for  the  periods  indicated, in each case in
conformity with generally accepted accounting principles applied on a consistent
basis.  Except  as,  and  to  the  extent  reflected  or reserved against in the
Financial  Statements,  FCAI  as  of the date of the financial statements has no
material  liability  or  obligation  of  any  nature, whether absolute, accrued,
continued or otherwise, not fully reflected or reserved against in the Financial
Statements.  As of the Closing Date, there will not have been any adverse change
in  the  financial condition or other operations, business, properties or assets
of  FCAI  in  excess  of  $100,000  from  that reflected in the latest financial
statements  of  FCAI  furnished  to  the  Stockholders  pursuant  hereto.

     Section  5.7   Compliance  with  Laws. Except as set forth in Schedule 5.7,
                   ------------------------
FCAI  is, and at all times prior to the date hereof has been, to the best of its
knowledge,  in  compliance  with  all  statutes,  orders,  rules, ordinances and
regulations  applicable to it or to the ownership of its assets or the operation
of its businesses, except for failures to be in compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise)  or  prospects  of  FCAI  and  FCAI  has  no basis to expect, nor has
received, any order or notice of any such violation or claim of violation of any
such  statute,  order,  rule,  ordinance  or  regulation.

     Section  5.8   Title  to  Properties;  Encumbrances.  FCAI  has  good  and
                    -------------------------------------
marketable  title  to  all  of  its  properties  and  assets, real and personal,
tangible  and  intangible,  that  are  material  to  the condition (financial or
otherwise),  business,  operations  or  prospects of FCAI, free and clear of all
mortgages,  claims, liens, security interests, charges, leases, encumbrances and
other  restrictions of any kind and nature, except (i) as specifically disclosed
in  Schedule  5.8,  (ii) as disclosed in the Financial Statements of FCAI, (iii)
statutory  liens not yet delinquent, and (iv) such liens consisting of zoning or
planning  restrictions,  imperfections of title, easements, pledges, charges and
encumbrances,  if any, as do not materially detract from the value or materially
interfere  with  the  present  use  of the property or assets subject thereto or
affected  thereby.

     Section  5.9   Disclosure. To the best of FCAI knowledge, no representation
                    -----------
or  warranty  of  FCAI  contained  in  this  Agreement  (including the exhibits,
addendums  and  schedules  hereto) contains  any  untrue statement of a material


                          Stock Exchange Agreement - 10
<PAGE>
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of  the  circumstances  under  which  they
were  made,  not  misleading.

     Section  5.10   No Default. The execution, delivery and performance of this
                     -----------
Agreement  by FCAI does not and will not constitute a violation or default under
or  conflict  with any contract, agreement, understanding or commitment to which
it  is  a  party  or by which it is bound or the Certificate of Incorporation or
By-Laws  of  FCAI  or any statute, regulation, law, ordinance, judgment, decree,
writ,  injunction,  order  or  ruling  of  any  government  entity.

     Section  5.11   Pending  Claims.  There  is  no  claim,  suit,  action  or
                     ----------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of  FCAI's  knowledge,  threatened  that  would  preclude  or restrict the
transfer  to  the  Stockholders  of  the  FCAI  Stock or the performance of this
Agreement  by  FCAI.

     Section  5.12   Insurance.  FCAI  and  its  Subsidiaries  maintain adequate
                     ----------
insurance with respect to their respective businesses and are in compliance with
all  material  requirements  and  provisions  thereof

     Section  5.13   Employee Benefit Plans. FCAI is not a party to any employee
                     -----------------------
benefit  plan.

     Section  5.14   No  Pending  Transactions.  Except as set forth in Schedule
                    ---------------------------
5.14  and  for the transactions contemplated by this Agreement, neither FCAI nor
any  Subsidiary  is  a  party  to  or  bound by or the subject of any agreement,
undertaking,  commitment  or  discussions  or  negotiations with any person that
could  result in (1) the sale, merger, consolidation or recapitalization of FCAI
or  any  Subsidiary,  (ii) the sale of all or substantially all of the assets of
FCAI  or  any Subsidiary, or (iii) a change of control of more than five percent
of  the  outstanding  capital  stock  of  FCAI  or  any  Subsidiary.

     Section  5.15   No  Undisclosed  Liabilities. To the best of its knowledge,
                     -----------------------------
neither  FCAI  nor or any Subsidiary has any obligation or liability (contingent
or otherwise) that would be required to be reflected in the financial statements
of  the  Company  in  accordance  with  GAAP except as reflected in FCAI Balance
Sheet.

     Section  5.16   Indemnification  by FCAI. FCAI recognizes that the Exchange
                    --------------------------
being  conducted  with the Stockholders is based, to a material degree, upon the
representations  and  warranties  of  FCAI as set forth and contained herein and
FCAI  hereby  agrees to indemnify and hold harmless the Stockholders against all
damages,  costs, or expenses (including reasonable attorney's fees) arising as a
result  of  any  breach of representation or warranty or omission made herein by
FCAI.


                          Stock Exchange Agreement-- 11
<PAGE>
     If  any  action is brought against FCAI, the Stockholders (collectively the
"Indemnified  Parties") in respect of which indemnity may be sought against FCAI
pursuant  to  the  foregoing  paragraph,  the Indemnified Parties shall promptly
notify FCAI in writing of the institution of such action (but the omission to so
notify  FCAI  shall  not  relieve it from any liability that it may have to such
Indemnified  Parties  except  to  the  extent  FCAI  is materially prejudiced or
otherwise  forfeits  substantive  rights or defenses by reason of such failure),
and  FCAI  shall  assume the defense of such action, including the employment of
counsel  to  be  chosen by FCAI to be reasonably satisfactory to the Indemnified
Parties,  and  payment of expenses. The Indemnified Parties shall have the right
to  employ FCAI or their own counsel in any such case, but the fees and expenses
of  such  counsel  shall  be  at  the  Indemnified  Party's  expense, unless the
employment  of  such  counsel  shall  have been authorized in writing by FCAI in
connection  with  the  defense  of  such action, or FCAI shall not have employed
counsel  to  take  charge  of the defense of such action, or counsel employed by
FCAI  shall  not be diligently defending such action, or the Indemnified Parties
shall have reasonably concluded that there may be defenses available to it which
are  different  from  or  additional  to  those  available  to  FCAI,  or  that
representation  of  such Indenmified Party and FCAI by the same counsel would be
inappropriate  under  applicable standards of professional conduct due to actual
or potential differing interests between them (in which case FCAI shall not have
the  right  to  direct  the  defense of such action on behalf of the Indemnified
Parties), in any of which event such fees and expenses shall been borne by FCAI.
Anything  in  this  paragraph to the contrary notwithstanding, FCAI shall not be
liable for any settlement of, or any expenses incurred with respect to, any such
claim  or  action effected without FCAI written consent, which consent shall not
be  unreasonably  withheld. FCAI shall not, without the prior written consent of
the  Indemnified  Parties  effect any settlement of any proceeding in respect of
which any Indemnified Parties is a party and indemnity has been sought hereunder
unless  such  settlement  includes  an unconditional release of such Indemnified
Parties  from  all  liability  on  claims  that  are  the subject matter of such
proceeding.

                                   ARTICLE VI
                                CLOSING; DELIVERY

     Section  6.1(a)   Closing Documents of the Stockholders. The obligations of
                       --------------------------------------
FCAI  to effect the transactions contemplated hereby are subject to the delivery
by  the  Stockholders  at  Closing  of  each  of  the  following  documents:

     (i)     The Stockholders shall have delivered certificates evidencing their
             ANET Common Stock duly endorsed for transfer by the Stockholders to
             FCAI  as  contemplated  by  this  Agreement,  in form and substance
             satisfactory to counsel for  FCAI.

     Section  6.1(b)   Closing  Documents  of  FCAI.  The  obligations  of  the
                      -----------------------------
Stockholders  to effect the transactions contemplated hereby are subject to each
of  the  following  conditions:


                          Stock Exchange Agreement - 12
<PAGE>
     (i)    FCAI  shall  have  delivered either (i) certificates evidencing FCAI
            Common Stock, duly executed for issuance by FCAI to the Stockholders
            as contemplated by  this Agreement or (ii)  letter  of  instructions
            from a duly authorized officer of FCAI  to  OTC Stock Transfer, Inc.
            (FCAI's transfer agent), instructing  the  transfer  agent  to  duly
            issue stock certificates evidencing the shares of  Common  Stock  of
            FCAI  to  the  Stockholders,  all as contemplated by this Agreement,
            in form  and substance satisfactory to counsel for the Stockholders.

     Section  6.1  (c)   Conditions  to  the  Obligations  of  FCAI  and  the
                         ----------------------------------------------------
Stockholders.  The  obligations  of  FCAI  and  the  Stockholders  to effect the
------------
transactions contemplated hereby are further subject to the following condition:

     (i)    The  Board  of  Directors of FCAI shall have approved and authorized
            the transactions  contemplated  herein.

    (ii)    No  action,  suit  or  proceeding  by  or  before  any  court or any
            governmental or regulatory authority  shall  have  been commenced or
            threatened, and no investigation by any  governmental  or regulatory
            authority shall  have  been  commenced  or  threatened,  seeking  to
            restrain,  prevent or challenge the transactions contemplated hereby
            or seeking judgments against FCAI or the Stockholders.

                                   ARTICLE VII
                     COVENANTS OF ANET AND ThE STOCKHOLDERS

     Conduct  of Business. From the date hereof until the earlier of the Closing
     ---------------------
Date or termination of this Agreement pursuant to Article IX, ANET shall conduct
its business only in the ordinary course consistent with past practice and shall
not sell, lease, pledge, dispose of, grant a license in or otherwise transfer or
encumber  any  of  its assets or properties other than in the usual and ordinary
course  of  its  business  or  with  the  prior  written  consent  of  FCAI.

                                  ARTICLE VIII
                              ADDITIONAL AGREEMENTS

     Access  to  Information
     -----------------------

     8.1  ANET  shall,  and  shall  cause its officers, directors, employees and
agents  to,  afford  FCAI  complete access at all reasonable times from the date
hereof  to  the  Closing  Date,  to the officers, employees, agents, properties,
books,  records  and contracts of ANET, and shall furnish to FCAI all financial,
operating  and  other  data  and  information  as  FCAI  may reasonably request.


                          Stock Exchange Agreement - 13
<PAGE>
     8.2  No  investigation  pursuant  to  this  Section  8.1  shall  affect any
representations  or  warranties  of  the  parties  contained  herein.

                                   ARTICLE IX
                                   TERMINATION

     This  Agreement  and the transactions contemplated hereby may be terminated
by  FCAI  at  any  time  prior  to  Closing.

                                   ARTICLE X

                                   [DELETED]

                                   ARTICLE XI
                                  MISCELLANEOUS

     Section  11.1   Notices.  All notices and other communications provided for
                     --------
herein  shall  be  in  writing  and  shall  be deemed to have been duly given if
delivered  personally  or  sent  by registered or certified mail, return receipt
requested,  postage  prepaid,  or  overnight  air  courier guaranteeing next day
delivery:

     (a)            If  to  FCAI:

                    Mr.  Alex  Genin,  President
                    First  Capital  International,  Inc.
                    5120  Woodway,  Suite  9004
                    Houston,  Texas  77056
                    Fax  (713)  629-4913

                    With  a  copy  to:

                    Robert  D.  Axelrod
                    Axelrod,  Smith  &  Kirshbaum
                    5300  Memorial  Drive,  Suite  700
                    Houston,  Texas  77007
                    Fax:    (713)  552-0202

     (b)            If  to  the  Stockholders,  to:

                    The  addresses  listed  on  Exhibit  A,  attached  hereto.


                          Stock Exchange Agreement - 14
<PAGE>
     All  notices and communications shall be deemed to have been duly given: at
the  time  delivered  by  hand,  if personally delivered; three days after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air  courier  guaranteeing  next  day  delivery.

     If  a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     Section  11.2   Assignment.  Neither  this Agreement nor any of the rights,
                     -----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the  prior written consent of the other parties, which consent will not
be  unreasonably  withheld.  This  Agreement  will be binding upon, inure to the
benefit  of  and  be  enforceable  by  the  parties  and their respective heirs,
personal  representatives,  successors  and  assigns.

     Section  11.3   Counterparts.  This Agreement can be executed in any number
                     -------------
of  counterparts,  which  taken  together  shall  constitute  one  and  the same
instrument  and  each of which shall be considered an original for all purposes.

     Section  11.4   Section  Headings.  The  section headings contained in this
                     ------------------
Agreement  are for convenient reference only and shall not in any way affect the
meaning  or  interpretation  of  this  Agreement.

     Section  11.5   Entire  Agreement.  This  Agreement,  the  documents  to be
                    -------------------
executed  hereunder  and  the  exhibits, addendums and schedules attached hereto
constitute  the  entire  agreement  among  the  parties hereto pertaining to the
subject  matter  hereof  and  supersede  all  prior  agreements, understandings,
negotiations and discussions, whether oral or written, of the parties pertaining
to  the  subject  matter hereof, and there are no warranties, representations or
other  agreements among the parties in connection with the subject matter hereof
except  as  specifically  set  forth  herein  or in documents delivered pursuant
hereto.  No  supplement,  amendment,  alteration,  modification,  waiver  or
termination of this Agreement shall be binding unless executed in writing by the
parties hereto. All of the exhibits, addendums and schedules referred to in this
Agreement  are  hereby  incorporated  into  this  Agreement  by  reference  and
constitute  a  part  of  this  Agreement.

     Section  11.6   Validity.  The  invalidity  or  unenforceability  of  any
                     ---------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  11.7   Survival.  The  respective  representations,  warranties,
                     ---------
covenants  and  agreements set forth in this Agreement shall survive the Closing
for  a  period  of  one  year  from  the  execution  hereof


                          Stock Exchange Agreement - 15
<PAGE>
     Section 11.8   Public Announcements. The parties hereto agree that prior to
                    ---------------------
making  any  public  announcement  or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section  11.9   Gender.  All personal pronouns used in this Agreement shall
                     -------
include  the  other  genders,  whether used in the masculine, feminine or neuter
gender,  and  the  singular  shall  include the plural, and vice versa, whenever
appropriate.

     Section  11.10   Choice  of  Law.  This Agreement shall be governed by, and
                      ----------------
construed  in  accordance  with,  the laws of the State of Texas, U.S.A. without
regard  to  principles  of  conflict  of  laws.

     Section  11.11   Costs  and  Expenses. FCAI and the Stockholders shall each
                      ---------------------
pay their own respective fees and disbursements incurred in connection with this
Agreement.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement  to  be executed effective as of the day and year first above written.

                                          FIRST  CAPITAL  INTERNATIONAL,  INC.


                                          By:   /s/  Alex  Genin
                                             ----------------------------------
                                              Alex  Genin,  President

                                          STOCKHOLDERS


                                          /s/  Mihhail  Didyk
                                          -------------------------------------
                                          Mr.  Mihhail  Didyk

FOR  THE  PURPOSE  OF  ARTICLES  VII  AND  VIII:

                                          ANET


                                          By:  /s/  Mr.  Mihhail  Didyk
                                               --------------------------------
                                               Mr.  Mihhail  Didyk


                          Stock Exchange Agreement - 16
<PAGE>
                                    EXHIBIT A
                                    ---------

                              Shares of ANET to be          Shares of FCAI to be
                              Delivered to FCAI             Received from FCAI
Stockholder                      at  Closing                   at  Closing
--------------------------------------------------------------------------------
Mihhail  Didyk                      -2200-                       -229125-
--------------------------------------------------------------------------------
Address  of  the  Stockholder:
Mihhail  Didyk, Paldiski mnt. 227 - 805, 13520 Tallinn, Republic of Estonia.


<PAGE>
                                    ADDENDUM
                                    --------

-  FCAl will cause the following amount of shares to be issued to MIHHAIL DIDYK:

     Two  Hundred  and Twenty Nine Thousand One Hundred and Twenty Five (229125)
     Common Restricted (Rule 144) Shares of stock of FCAI, to be issued upon the
     completion  of  the  formal  acquisition  of  ANET  by  FOAl.

-  Additionally,  FCAI  will  pay  to  MIHHAIL  DIDYK,  in  cash,  as  follows:

     Twenty  Five  Thousand  Dollars  ($25,000.00 USD), within Ten (10) calendar
     days of the formal  acquisition  of  ANET  by  FCAI;

     Twenty  Five Thousand Dollars ($25,000.00 USD), within Ninety (90) calendar
     days of the  formal  acquisition  of  ANET  by  FCAI.

ADDITIONAL  CONDITIONS:
-----------------------

FCAl does hereby agree to invest up to Seventy-Five Thousand dollars into ANET's
current  operations  after the acquisition within 12-month period and subject to
FCAI's  Board  of  Directors  Approval  and  approved  investment  schedule.

Additionally  FCAI  will  agree  to guarantee to the current Management of ANET,
Employment  Contracts  and  further guarantee that ANET's representative will be
involved  in  the  Internet  related  corporate activities in the CIS and Baltic
Regions and that FCAI will agree to recognize all current, key employees of ANET
and  their  respective  contractual  rights  as an integral part of the proposed
Stock  Exchange  Agreement.

PRINCIPAL'S  COMPENSATION:
--------------------------

FCAl  does  hereby  agree  to  pay to the ANET's Company Principle - Mr. Mihhail
Didyk,  a  monthly  compensation of Two Thousand Dollars ($2,000.00 USD), during
the duration of his Management Contract and FCAI will pay this money directly to
Mr. Mihhail Didyk, into his designated account. Further, FCAl does also agree to
provide  to  Mr. Mihhail Didyk, all the Executive benefits as are reasonable and
customary  in  Estonia  for  an  individual  in  this  Executive  position.

Additionally,  Mr.  Mihhail Didyk will be subject to an additional bonus plan in
accordance  with  the  profitabilities  of the FCAI's ISP related activities, as
well  as,  the  FCAI's  overall  performance.


<PAGE>