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

     THIS  STOCK  EXCHANGE  AGREEMENT  (the  "Agreement"),  dated  as  of
April,  26__2000______.  by  and  among  FIRST  CAPITAL  INTERNATIONAL,  INC., a
Delaware  corporation  ("FCAI"), and each of the persons or entities whose names
appear  and  who  are  identified  as  stockholders on the signature page hereof
(individually,  a  "STOCKHOLDER"  and  collectively  the  "STOCKHOLDERS"),  such
persons or entities being registered holders of capital stock of Flamingo Travel
Inc.,  a  Texas  ____________  corporation  ("FTI"), and FTI for the purposes of
Articles  VII  and  VIII.

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

     WHEREAS,  each Stockholder is the record ard beneficial owner of the number
of  shares  of  common  stock,  face  value  $__.01__________per  share,  of FTI
indicated  in  the  table set forth as Exhibit A to this Agreement (which shares
are  hereinafter  collectively  referred  to  as  the  "FTI  Stock");

     WHEREAS,  FCAI  desires  to  acquire  from  the  Stockholders,  and  the
Stockholders  desire  to  convey  to FCAI, all of the issued and outstanding FTI
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 FTI Stock. At the Closing (as defined below), each Stockholder
                  ---------
shall transfer, convey and deliver to FCAI the number of shares of FTI Stock set
forth  opposite  their name on Exhibit A hereto, and shall deliver to FCAI stock
certificates representing the FTI 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 FTI
                   ----------
Stock  transferred to FCAI, FCAI shall issue and deliver to each Stockholder the
number  of  shares  of  FCA1

                           Stock Exchange Agreement-1


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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".


                                   ARTICLE II
                                   THE CLOSING

     The  Closing  of  the  transactions  contemplated  by  this  Agreement (the
"Closing") shall take place at 10:00 A.M. on April 27,2000 (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  FTI  Stock.  The  Stockholder  owns,
                    ------------------------------
beneficially  and  of  record,  that  number  of  shares  of FTI 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

                           Stock Exchange Agreement-2


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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
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  FTI  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  FCAI  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

                           Stock Exchange Agreement-3


<PAGE>
acquired  hereby  until  the FCAI Stock has been sold, transferred, or otherwise
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  RESTRICTED  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."

     In  addition,  each  Stockholder  consents to FCAI placing a "stop transfer
notation"  in  its  corporate records concerning the transfer of the  FCAI Stock
acquired  by  each  Stockholder,

     Section  3.7   Subscription Agreement. The Stockholder hereby acknowledges,
                    ----------------------
as a condition to the consummation of the transactions contemplated hereby, that
he/she  will,  simultaneously  with  the  execution  of this Agreement execute a
Subscription  Agreement  containing  additional  representations  and warranties
relating  to  the  issuance  of  the  FCAI  Stock  to  the  Stockholder.

     Section  3.8   Stockholder  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 (f) has been
provided  with  and given an opportunity to review ALL CURRENT INFORMATION ABOUT
FCAI.

     Section  3.9   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  3.10   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

                           Stock Exchange Agreement-4


<PAGE>
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
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  3.11   Organization  and Capitalization. FTI is a corporation duly
                     --------------------------------
organized,  validly  existing  and  in  good  standing  under  the  laws
of__Texas______,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.  Except  as  set forth in Schedule 3.11, there are no existing
warrants,  options,  rights  of  first  refusal,  conversion  rights,  calls,
commitments or other agreements of any character pursuant to which FTI is or may
become  obligated to issue any of its stock or securities. FTI has no obligation
to  repurchase,  reacquire  or  redeem  any  of  its  outstanding capital stock.

                           Stock Exchangr Agreement-5


<PAGE>
     Section 3.12   Financial Information. FTI has delivered to FCAI the balance
                    ---------------------
sheet  of FTI as of Dec. 31,1999 together with the related statements of income,
changes  in shareholder's equity and cash flow. Such Financial Statements notes,
are  in  accordance  with  the  books  and records of FTI and fairly present the
financial position of FTI and the results of operations and changes in financial
position  of  FTI 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,  FTI,  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  FTI  other  than  liabilities incurred in the ordinary course of business in
which, in the aggregate, are not in excess of $10,000 from that reflected in the
latest  Financial  Statements  of  FTI  furnished  to  FCAI  pursuant  hereto.

     Section  3.13   Litigation. Except as disclosed in Schedule 3.14, there are
                     ----------
no  actions,  suits  or proceedings, formal or informal, pending or, to the best
knowledge  of  the  Stockholder's, threatened against FTI, nor is FTI 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 FTI in excess
of  $10,000.

     Section  3.14   Taxes.  Except as disclosed in Schedule 3.14, FTI 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.  FTI 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,
                     --------------------
FTI  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 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 FTI, and FTI 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 FTI, 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. FTI 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  FTI,  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

                           Stock Exchange Agreement-6


<PAGE>
disclosed  in  the  financial  statements  of FTI, (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 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.  FCI  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 FCI or any of its
Subsidiaries  is  a party or by which it is bound that involve or relate to: (1)
any  of  their  respective  officers, directors, stockholders or partners or any
Affiliate  thereof,  (ii)  the  sale  of  any of the assets of FCI or any of its
Subsidiaries  other  than in the ordinary course of business; (iii) covenants of
FCI  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  FCI  or any of its Subsidiaries in any line of business or in any
geographical area; (iv) the acquisition by FCI 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 $10,000 in the aggregate or the
performance  by  FCI or any Subsidiary extending for a period more than 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  Plan. FTI is not a party to any employee
                     -----------------------
benefit  plan.

     Section  3.22   No  Pending  Transactions.  Except  for  the  transactions
                     -------------------------
contemplated  by this Agreement, neither FTI 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  FTI.


                                   ARTICLE IV
                   LIMITATION OF LIABILITY OF CERTAIN PERSONS

                           Stock Exchange Agreement-7


<PAGE>
     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  tu  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
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 othe: 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, $.001
par value of which__72,600,000______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 obligition to repurchase, reacquire or redeem any of its outstanding
capital  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

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<PAGE>
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.

     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

                           Stock Exchange Agreement-9


<PAGE>
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 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  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 FCAPs 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 (i) the sale, merger, consolidation or recapitalization of FCAI
or  any  Subsidiary,  (ii) the sale of all or substantially all of the assets of

                           Stock Exchange Agreement-10


<PAGE>
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.

     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 Indemnified 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.

                           Stock Exchange Agreement-11


<PAGE>
                                   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
            XYZ  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.

     (ii)   The  Stockholders  shall  have  executed  and  delivered to FCAI the
            Subscription  Agreement  as  contemplated  by  Section  3.7  hereof

     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:

     (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

     (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,

                           Stock Exchange Agreement-12


<PAGE>
                                   ARTICLE VII
                      COVENANTS OF XYZ 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, XYZ 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
     -----------------------

     (a)     XYZ  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 XYZ, and shall furnish to FCAI all financial,
operating  and  other  data  and  information  as  FCAI  may reasonably request.

     (b)     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 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:

                           Stock Exchange Agreement-13


<PAGE>
     (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  &  Kirshbauin
            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.

     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 may 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.

                           Stock Exchange Agreement-14


<PAGE>
     Section  11.5   Entire  Agreement.  This  Agreement,  the  documents  to be
                     -----------------
executed hereunder and the exhibits 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  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   Valid.  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

     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  b  '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.

                           Stock Exchange Agreement-15


<PAGE>
                                        FIRST  CAPITAL  INTERNATIONAL,  INC.


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




FOR  THE  PURPOSE  OF  ARTICLES  VII  AND  VIII:
                                                Flamingo  Travel,  Inc.

                                         By:  /S/  Nellie Stone
                                            ---------------------------

                                         Its:  President
                                             --------------------------



                                    EXHIBIT A
                                    ---------

                               Shares of FTI to be          Shares of FCAI to be
                               Delivered  to  FCM           Received  from  FCAI
 Stockholder                      at  Closing                  at  Closing
--------------------------------------------------------------------------------
                                     1000                          N/A



                           Stock Exchange Agreement-16


<PAGE>
                                  ADDENDUM "A"



Acquisition  Formula:
---------------------


First  Capital International, Inc., hereinafter "FCI" does hereby agree to issue
its  Common,  Restricted  (Rule  144)  Shares  to  Flamingo  Travel,  Inc.'s
Shareholders,  hereinafter  "FTI",  in  accordance  with  the  Shares  Exchange
Agreement,  as  follows:


     I.   For  the  base,  pre-tax  income  for  the  1999  tax  year  for  FTI:


                Pre-tax income x 3 = No.# of shares
                ------------------
                   $0.62 cents


These  shares  to be issued within Thirty (30) days after an Audit is completed.


     II.   For the base, pre-tax income for the 2000 tax year for FTI:


                [Pre-tax income 2000-Pre-tax income 1999*] x 5 = No.# of shares
                -------------------------------------------
                Price per share @ 30% discount, but no more
                Than $1.00 dollar per share.


*But not less than $1.00


<PAGE>