PURCHASE AGREEMENT


                          Dated as of November 10, 1999

                                 by and between


                      RAILTEX INTERNATIONAL HOLDINGS, INC.,


                                       and


                         GEEMF II LATIN AMERICA, L.L.C.
<PAGE>
PURCHASE AGREEMENT...........................................................1


RECITALS.....................................................................1


1.    AGREEMENT TO PURCHASE AND SELL MEMBERSHIP INTEREST.....................1

      1.1   AGREEMENT TO PURCHASE AND SELL...................................1
      1.2   TRANSFER OF BOOKS, RECORDS, ETC..................................2


2.    CLOSING................................................................2

      2.1   THE CLOSING......................................................2


3.    REPRESENTATIONS AND WARRANTIES OF THE SELLER...........................2

      3.1   ORGANIZATION, GOOD STANDING AND QUALIFICATION....................2
      3.2   DUE AUTHORIZATION................................................2
      3.3   TITLE TO AND VALID ISSUANCE OF THE PURCHASED INTERESTS...........3
      3.4   GOVERNMENTAL CONSENTS............................................3
      3.5   LITIGATION.......................................................3
      3.6   COMPLIANCE WITH LAW AND CHARTER DOCUMENTS........................4
      3.7   DISCLOSURE.......................................................4


4.    REPRESENTATIONS AND WARRANTIES OF INVESTOR.............................4

      4.1   ORGANIZATION, GOOD STANDING......................................5
      4.2   AUTHORIZATION....................................................5
      4.3   LEGEND...........................................................5
      4.4   LITIGATION.......................................................5
      4.5   GOVERNMENTAL CONSENTS............................................5
      4.6   COMPLIANCE WITH LAW AND CHARTER DOCUMENTS........................6
      4.7   FUNDS AVAILABLE..................................................6
      4.8   INVESTMENT.......................................................6
      4.9   DISCLOSURE.......................................................6

                                       i
<PAGE>
5.    CONDITIONS TO INVESTOR'S OBLIGATIONS AT CLOSING........................7

      5.1   REPRESENTATIONS AND WARRANTIES TRUE..............................7
      5.2   PERFORMANCE......................................................7
      5.3   COMPLIANCE CERTIFICATE...........................................7
      5.4   PROCEEDINGS AND DOCUMENTS........................................7
            (A)   SECRETARY'S INCUMBENCY CERTIFICATE.........................7
            (B)   CORPORATE ACTIONS..........................................7
            (C)   GOOD STANDING CERTIFICATES.................................7
      5.5   INVESTOR'S INVESTMENT COMMITTEE APPROVAL.........................8
      5.6   GOVERNMENT APPROVAL..............................................8
      5.7   SALE OF FCA......................................................8
      5.8   COMPLIANCE WITH UNDERLYING DOCUMENTS; WAIVER OF RIGHT OF
            FIRST REFUSAL....................................................8
      5.9   BOARD MEMBERSHIP.................................................8


6.    CONDITIONS TO THE SELLER'S OBLIGATIONS AT CLOSING......................8

      6.1   REPRESENTATIONS AND WARRANTIES...................................8
      6.2   PERFORMANCE AND PAYMENT OF PURCHASE PRICE........................8
      6.3   COMPLIANCE CERTIFICATE...........................................9
      6.4   PROCEEDINGS AND DOCUMENTS........................................9
      6.5   GOVERNMENTAL APPROVAL............................................9
      6.6   COMPLIANCE WITH UNDERLYING DOCUMENTS.............................9
      6.7   SALE OF FCA......................................................9
      6.8   PAYMENT OF REDUCTION AMOUNT......................................9
      6.9   INVESTOR'S INVESTMENT COMMITTEE APPROVAL.........................9


7.    AMENDMENTS TO THE OPERATING AGREEMENT..................................9

      7.1   AUTHORITY TO EXECUTE, PERFORM AND CLOSE IN ACCORDANCE WITH
            THE TERMS OF THIS PURCHASE AGREEMENT............................10
      7.2   DISTRIBUTIONS OF FCA PROCEEDS FROM THE LLC .....................10
      7.3   DISTRIBUTION OF REDUCTION AMOUNT FROM LLC.......................10
      7.4   REMOVAL OF THE SELLER AS A PARTY TO THE OPERATING AGREEMENT.....10


8.    MISCELLANEOUS.........................................................11

      8.1   TO THE KNOWLEDGE OF WARRANTOR, ETC. ............................11
      8.2   SURVIVAL OF WARRANTIES..........................................11
      8.3   LIMITATION OF LIABILITIES.......................................12

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<PAGE>
      8.4   LEGAL FEES FOR BRAZILIAN GOVERNMENT APPROVAL....................12
      8.5   DISSOLUTION OF THE LLC..........................................13
      8.6   SUCCESSORS AND ASSIGNS..........................................13
      8.7   GOVERNING LAW...................................................13
      8.8   COUNTERPARTS....................................................13
      8.9   HEADINGS........................................................13
      8.10  NOTICES.........................................................13
      8.11  NO FINDER'S FEES................................................14
      8.12  ATTORNEYS' FEES.................................................14
      8.13  DISPUTE RESOLUTION..............................................14
      8.14  AMENDMENTS AND WAIVERS..........................................15
      8.15  SEVERABILITY....................................................15
      8.16  ENTIRE AGREEMENT................................................15
      8.17  FURTHER ASSURANCES..............................................16

                                      iii
<PAGE>
                               PURCHASE AGREEMENT


      THIS PURCHASE AGREEMENT (this "AGREEMENT" or this "Purchase Agreement") is
made and entered into as of November 10, 1999, by and between RAILTEX
INTERNATIONAL HOLDINGS, INC. a Delaware corporation (the "COMPANY" or the
"SELLER") and GEEMF II LATIN AMERICA, L.L.C, a Delaware limited partnership,
(the "INVESTOR").


                                    RECITALS

      WHEREAS, the Company owns 50.5 percent of RailTex Global Investments
L.L.C. (the "LLC"); and the Investor owns 49.5 percent of the LLC.

      WHEREAS, the LLC is the owner of minority interests in the Brazilian
consortia known as: Ferrovia Centro-Atlantica, S.A. ("FCA"), and is the owner
of minority interests in America Latina Logistica, S.A. ("ALL"), which owns
the interests in the Brazilian consortia known as Ferrovia Sul-Atlantico,
S.A. ("FSA") (FCA and FSA are collectively referred to as the "Brazilian
Investments").

      WHEREAS, the Seller desires to sell to the Investor, and the Investor
desires to purchase from the Seller, the Seller's remaining membership interest
in the LLC on the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as
follows:

1.    AGREEMENT TO PURCHASE AND SELL MEMBERSHIP INTEREST.

            1.1. AGREEMENT TO PURCHASE AND SELL. The Seller agrees to sell to
the Investor at the Closing, and the Investor agrees to purchase from the Seller
at the Closing, the Seller's remaining fifty and one-half percent (50.5%) of the
Membership Interests in the LLC, at a price of Three Million Three Hundred
Seventy-Five Thousand Dollars ($3,375,000.00) (the "Purchase Price"); provided,
however, if the LLC is required to sell any shares (or other interests) in ALL
before the Investor acquires the Seller's interest in the LLC, the Purchase
Price shall be reduced by the Reduction Amount and the Reduction Amount shall be
distributed by the LLC to the Seller. The Reduction Amount shall be an amount
equal to the Purchase Price multiplied by a fraction the numerator of which is
the number of shares (or other interests) of ALL owned directly by the LLC that
are attributable to the Seller's interest in the LLC and that are sold to any
person other than the Investor by the LLC and the denominator of which
410,172,237 (the number of
<PAGE>
ALL shares attributable to the Seller's interest in the LLC). The interests
purchased and sold pursuant to this Agreement (other than the ALL shares
purchased by someone other than the Investor) will be collectively referred to
as the "PURCHASED INTERESTS."


            1.2. TRANSFER OF BOOKS, RECORDS, ETC. Within two weeks of the
Closing, the Seller agrees to transfer to the Investor all of the original books
and records of the LLC, all current through the date of Closing, copies and
certified copies, if any, of all business and tax filings, and financial
statements through the date of Closing.

2.    CLOSING.

            2.1. THE CLOSING. The purchase and sale of the Purchased Interests
will take place at a time and place mutually agreed upon by the parties as soon
as all the conditions to closing have been met, but in no event later than
February 29, 2000 (which time and place are referred to in this Agreement as the
"CLOSING"). At the Closing, the Seller will deliver to the Investor a Bill of
Sale (attached as EXHIBIT A) evidencing transfer of the Purchased Interests
against delivery to the Seller by Investor of the full purchase price of such
Purchased Interests, paid by (i) a check payable to the Seller's order, (ii)
wire transfer of funds to the Seller or (iii) any combination of the foregoing,
as determined by the Seller.

            3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
(referred to as the "Warrantor"), hereby represents and warrants to Investor
that the statements in the following paragraphs of this SECTION 3 are all true
and correct.

            3.1. ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Seller is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware. The Seller has all requisite company and corporate power and
authority to own its properties and assets and to carry on its business as now
conducted and as currently proposed to be conducted. The Seller is duly
qualified and in good standing to do business as a foreign corporation in each
jurisdiction where failure to be so qualified would have a material adverse
effect on its financial condition, business, prospects or operations.

            3.2. DUE AUTHORIZATION. Except as set forth on SCHEDULE 3.2, all
action on the part of the Seller necessary for the authorization, execution,
delivery of, and the performance of all obligations of the Seller under this
Agreement, and for the authorization, issuance, and delivery of all of the
Purchased Interests being sold under this Agreement, has been taken or will be
taken prior to the Closing, and this Agreement constitutes the valid and legally
binding obligations of the Seller, enforceable in accordance with their
respective terms, except as may be limited by (i) applicable bankruptcy,
insolvency, reorganization or others laws of general application relating to or

                                       2
<PAGE>
affecting the enforcement of creditors' rights generally and (ii) the effect of
rules of law governing the availability of equitable remedies.

3.3.  TITLE TO AND VALID ISSUANCE OF THE PURCHASED INTERESTS.

            (a) At Closing, the Seller has and will transfer to the Investor
good, valid and marketable title to all of the Purchased Interests that are sold
hereunder, free and clear of all claims, liens, encumbrances, charges and
options. The Purchased Interests, when issued, sold and delivered in accordance
with the terms of this Agreement for the consideration provided for herein, will
be duly and validly issued, fully paid and nonassessable.

            (b) The Purchased Interests will be issued in full compliance with
applicable exemptions of the U.S. Securities Act of 1933, as amended (the "1933
ACT"), and in compliance with applicable exemptions or the registration and
qualification requirements of all securities laws of those states of the United
States in which are located the addresses shown on EXHIBIT B or in full
compliance with the registration and prospectus delivery requirements of the
1933 ACT.

            3.4 GOVERNMENTAL CONSENTS. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, local or foreign governmental authority on the
part of the Warrantor or the Brazilian Investments is required in connection
with the consummation of the transactions contemplated by this Agreement, EXCEPT
FOR such qualifications or filings, if required, under the 1933 ACT and the
regulations thereunder and all other applicable securities laws of states of the
United States as may be required in connection with the transactions
contemplated by this Agreement and except as set forth on SCHEDULE 3.4. All such
qualifications and filings will, in the case of qualifications, be effective on
the Closing and will, in the case of filings, be made within the time prescribed
by law.

3.5   LITIGATION.

            (a) Except as set forth on SCHEDULE 3.5(B), there is no action,
suit, proceeding, claim, arbitration or investigation ("ACTION") pending (or, to
the Warrantor's knowledge, currently threatened) against the LLC or the Seller,
their activities, properties or assets that would have a materially adverse
effect on the LLC or the Brazilian Investments or against any member, officer,
director or employee of the LLC or the Seller in connection with such officer's,
director's or employee's relationship with, or actions taken on behalf of, the
LLC or the Seller. Except as set forth on SCHEDULE 3.5(B), to the knowledge of
the Warrantor, there is no factual or legal basis for any such Action that might
result, individually or in the aggregate, in any material adverse change in the
business, properties, assets, financial condition, affairs or prospects of the
LLC. Neither the LLC nor the Seller is a party to or subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality and there is no Action by the LLC currently pending or
which the LLC intends to initiate.

                                       3
<PAGE>
            (b) Except as set forth on SCHEDULE 3.5(B), to the knowledge of the
Warrantor, there is no Action pending or currently threatened against the
Brazilian Investments, their activities, properties or assets that would have a
materially adverse effect on the Brazilian Investments or, to the knowledge of
the Warrantor, against any officer, director, or employee of the Brazilian
Investments in connection with such officer's, director's or employee's
relationship with, or actions taken on behalf of the Brazilian Investments.
Except as set forth on SCHEDULE 3.5(B), to the knowledge of the Warrantor, there
is no factual or legal basis for any such Action that might result, individually
or in the aggregate, in any material adverse change in the business, properties,
assets, financial condition, affairs or prospects of the Brazilian Investments.
To the knowledge of the Warrantor, the Brazilian Investments are not a party to
or subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality and there is no Action by
the Brazilian Investments currently pending, or which the Brazilian Investments
intend to initiate.

            3.6 COMPLIANCE WITH LAW AND CHARTER DOCUMENTS. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not result in any violation or default, or
be in conflict with or constitute, with or without the passage of time or the
giving of notice or both, either a default under the Seller's Articles of
Incorporation, bylaws or similar organizational documents or any agreement or
contract of the Seller or, to the knowledge of the Seller, a violation of any
statutes, laws, regulations or orders.

            3.7 DISCLOSURE. This Agreement and the Schedules and Exhibits hereto
(when read together) do NOT contain any untrue statement of a material fact and
do not omit to state a material fact necessary to make the statements therein or
herein not misleading. To the knowledge of the Seller, there has been no
material adverse change in the business, affairs, operations, properties, assets
or condition of the LLC not previously disclosed to the Investor in writing or
set forth on SCHEDULE 4.8 attached hereto, described in the ALL Shareholders
Agreements, described in SCHEDULE 5.7 attached hereto, or set forth in the LLC's
Balance Sheet as of September 30, 1999, or the LLC's 1998 Federal income tax
return previously provided to Investor; however, changes in the currency
exchanges, devaluations or other material changes in the Brazilian currency or
changes in the business, affairs, prospects, operations, properties, assets,
valuation or condition of ALL, FCA, FSA, or the Brazilian Investments shall not
be deemed to constitute a material adverse change. Notwithstanding anything else
in this Agreement to the contrary, the Seller makes no representation or
warranty as to the business, affairs, prospects, operations, properties, assets,
valuation or condition of ALL, FCA, FSA or the Brazilian Investments.



      4.    REPRESENTATIONS AND WARRANTIES OF INVESTOR.  Investor hereby
represents and warrants to the Seller that:

                                       4
<PAGE>
            4.1 ORGANIZATION, GOOD STANDING. The Investor is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware and has all requisite power and authority to own it
properties and assets and to carry on its business as now conducted and as
presently proposed to be conducted. The Investor is duly qualified and in good
standing to do business as a foreign limited liability company in each
jurisdiction where failure to be so qualified would have a material adverse
effect on its financial condition, business, prospects or operations.

            4.2 AUTHORIZATION. This Agreement constitutes the Investor's valid
and legally binding obligation, enforceable in accordance with its terms except
as may be limited by (i) applicable bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting the enforcement of
creditors' rights generally and (ii) the effect of rules of law governing the
availability of equitable remedies. The Investor represents that it has full
power and authority to enter into this Agreement.

            4.3. LEGEND.  It is understood that any evidence of the
Purchased Interests will bear the legend set forth below:


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTOR SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


            4.4.  LITIGATION. There is no Action pending or, to the knowledge of
the Investor, threatened against the Investor, its activities, properties or
assets that would delay, prevent, hinder or materially adversely effect
Investor's consummation of the transactions contemplated in this Agreement.

            4.5.  GOVERNMENTAL CONSENTS. To the knowledge of the Investor, no
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state, local or foreign
governmental authority on the part of the Investor is required in connection
with the consummation of the transactions contemplated by this Agreement, except
for such qualifications or filings, if required, under the 1933 Act and the
regulations thereunder and all other applicable securities laws of the states of
the United States as may be required in connection with the transactions
contemplated by this Agreement, except as set forth on SCHEDULE 3.4. All

                                       5
<PAGE>
such qualifications and filing required of the Investor will, in the case of
qualification, be effective on the Closing and will, in the case of filings, be
made within the time prescribed by law.

            4.6   COMPLIANCE WITH LAW AND CHARTER DOCUMENTS. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not result in any violation or default, or
be in conflict with or constitute, with or without the passage of time or the
giving of notice or both, either a default under the Investor's Articles of
Organization, Operating Agreement or similar organizational documents or any
agreement or contract of the Investor or, to the knowledge of the Investor, a
violation of any statutes, laws, regulations or orders.

            4.7   FUNDS AVAILABLE. The Investor has, or will have prior to the
Closing, sufficient cash, available lines of credit or other sources of
immediately available funds to enable it to make payment of the Purchase Price.


            4.8   INVESTMENT. The Investor (i) understands that the Purchased
Interests have not been, and will not be, registered under the 1933 act and the
regulations thereunder or under any state securities laws, and that the
Purchased Interests are being offered and sold in reliance upon federal and
state exemptions for transactions not involving a public offering; (ii) is
acquiring the Purchased Interests solely for its own account and for investment
purposes, and not with a view to the distribution thereof, (iii) is a
sophisticated investor with knowledge and experience in business and financial
matters, (iv) has had the opportunity to obtain such information concerning the
LLC, the Seller, and the Brazilian Investments from the LLC, the Seller and the
Brazilian Investments as it desired to evaluate the risks of purchasing and
owning the Purchased Interests, including without limitation, any currency
exchange risks, (v) has received and had the opportunity to review the financial
and other information delivered at the October 21, 1999, ALL Board of Directors'
Meeting, a copy of which is attached hereto as SCHEDULE 4.8 (hereinafter
referred to collectively as the "ALL Financial Information"), (vi) has obtained
the advice of its own investment advisers, legal counsel and accountants in
determining whether to enter into this Agreement or to purchase the Purchased
Interests pursuant to this Agreement, (vii) is able to bear the economic risk
and the lack of liquidity inherent in owning and holding the Purchased
Interests, and (viii) has not received or relied upon any information, whether
written or oral, that would guarantee any return on the Investor's investment or
indicate that the Investor's investment does not involve a high degree of risk
or that the Investor may suffer a complete loss of its Investment.


            4.9 DISCLOSURE. To the knowledge of Investor, this Agreement and the
Schedules and Exhibits hereto (when read together) do not contain any untrue
statement of material fact and do not omit to state a material fact necessary to
make the statements therein or herein not misleading.

                                       6
<PAGE>
      5. CONDITIONS TO INVESTOR'S OBLIGATIONS AT CLOSING. The obligations of the
Investor to the Company under SECTION 2 of this Agreement are subject to the
fulfillment or waiver, on or before the Closing, of each of the following
conditions, the waiver of which shall not be effective against the Investor
without Investor's consent to such waiver, which consent may be given by
written, oral or telephone communication to the Company or its counsel:


            5.1   REPRESENTATIONS AND WARRANTIES TRUE. Each of the
representations and warranties of the Seller contained in SECTION 3 shall be
true and correct in all material respect on and as of the Closing with the same
effect as though such representations and warranties had been made on and as of
the date of the Closing.


            5.2   PERFORMANCE. The Seller shall have performed and complied in
all material respects with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or
before the Closing and shall have obtained all approvals, consents and
qualifications necessary to complete the purchase and sale described herein.

            5.3   COMPLIANCE CERTIFICATE. The Seller shall have delivered to the
Investor at the Closing a certificate signed on its behalf by its President,
Chief Executive Officer, or Chief Financial Officer, as the case may be,
certifying that the conditions specified in SECTIONS 5.1 and 5.2 have been
fulfilled.


            5.4   PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings
in connection with the transactions contemplated at the Closing and all
documents incident thereto shall be reasonably satisfactory in form and
substance to the Investor and to the counsel for Investor, and Investor shall
have received all such counterpart originals and certified or other copies of
such documents as may reasonably be requested. Such documents shall include (but
not be limited to) the following:

            (a) SECRETARY'S INCUMBENCY CERTIFICATE. A certificate of the
Secretary or an Assistant Secretary or other officer of the Seller certifying
the names of the officers of the Seller authorized to sign this Agreement, and
the other documents, instruments or certificates to be delivered pursuant to
this Agreement by the Seller or any of its officers, together with the true
signatures of such officers.

            (b) CORPORATE ACTIONS. A copy of the resolutions of the Board of
Directors and the shareholders of the Seller evidencing the approval of this
Agreement, the transfer of the Purchased Interests and the other matters
contemplated hereby, and a copy of the Bylaws of the Seller, certified by the
Secretary of the Seller to be true, complete and correct.

            (c) GOOD STANDING CERTIFICATES. Good standing certificates for the
Seller issued by the appropriate government authority dated within five (5) days
of the Closing.

                                       7
<PAGE>
            5.5 INVESTOR'S INVESTMENT COMMITTEE APPROVAL. The Investor shall
have received from its Investment Committee at its December 15, 1999, meeting
(or at an earlier held meeting of the Investment Committee) approval of the
transactions contemplated by the terms of this Agreement.

            5.6 GOVERNMENT APPROVAL. The Government of Brazil shall have
approved the sale of the Purchased Interests pursuant to this Agreement.

            5.7 SALE OF FCA. The sale and closing of the FCA stock held by the
LLC (more particularly described in SCHEDULE 5.7 hereof) shall have occurred and
the distribution by the LLC of the proceeds of this sale as described in SECTION
7 hereof shall have occurred.

            5.8 COMPLIANCE WITH UNDERLYING DOCUMENTS; WAIVER OF RIGHT OF FIRST
REFUSAL. The Investor is satisfied in its sole discretion that the transaction
contemplated by this Agreement or any action that is required or permitted by
this Agreement: (i) is not prohibited under any agreement or law pursuant to
which the Brazilian Investments were issued or subject, including, without
limitation, the related Shareholders' Agreements for ALL and the Brazilian
Investments Privatization Prospectuses (collectively the "Underlying Documents")
and (ii) that the right of first refusal contained in the ALL Shareholders'
Agreement in favor of the existing shareholders of ALL has been exercised, the
period for exercising such right of first refusal has expired, or such right of
first refusal has been waived or surrendered by the other parties to that
agreement.

            5.9 BOARD MEMBERSHIP. The Investor shall have received assurances
satisfactory to it in its sole discretion that the LLC's right to serve on the
Board of Directors of ALL, as provided in the Underlying Documents, shall be
assigned to it after the Closing.


      6. CONDITIONS TO THE SELLER'S OBLIGATIONS AT CLOSING. The obligations of
the Seller to the Investor under this Agreement are subject to the fulfillment
or waiver on or before the Closing of each of the following conditions by such
Investor:


            6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of such Investor contained in SECTION 4 shall be true and correct on
the date of the Closing with the same effect as though such representations and
warranties had been made on and as of the Closing.


            6.2 PERFORMANCE AND PAYMENT OF PURCHASE PRICE. The Investor shall
have delivered to the Company the purchase price in accordance with the
provisions of SECTION 2, and the Investor shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are
required to be performed

                                       8
<PAGE>
or complied with by it on or before the Closing and shall have obtained all
approvals, consents and qualifications necessary to complete the purchase
described herein.


            6.3 COMPLIANCE CERTIFICATE. The Investor shall have delivered to the
Seller at the Closing a certificate signed on its behalf by its President, Chief
Executive Officer or Chief Financial Officer, as the case may be, certifying
that the conditions specified in SECTIONS 6.1 and 6.2 have been fulfilled.


            6.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings
in connection with the transactions contemplated at the Closing and all
documents incident thereto shall be reasonably satisfactory in form and
substance to the Seller and to their counsel, and the Seller shall have received
all such counterpart originals and certified or other copies of such documents
as may reasonably be requested.


            6.5 GOVERNMENTAL APPROVAL. The Government of Brazil shall have
approved the sale of the Purchased Interests pursuant to this Agreement.

            6.6 COMPLIANCE WITH UNDERLYING DOCUMENTS. The Seller is satisfied in
 its sole discretion that the transaction contemplated by this Agreement or any
 action that is required or permitted by this Agreement: (i) is not prohibited
 under any agreement or law pursuant to which the Brazilian Investments were
 issued or subject, including, without limitation, the Underlying Documents or
 (ii) if such transaction or action triggers a right of first refusal contained
 in the ALL Shareholders' Agreement in favor of the existing shareholders of
 ALL, such right of first refusal has been exercised, the period for exercising
 such right of first refusal has expired, or such right of first refusal has
 been waived or surrendered by the other parties to that agreement.

            6.7 SALE OF FCA. The sale and closing of the FCA stock held by the
 LLC (more particularly described in SCHEDULE 5.7 hereof) shall have occurred
 and the distribution by the LLC of the proceeds of this sale as described in
 SECTION 7 hereof shall have occurred.

            6.8 PAYMENT OF REDUCTION AMOUNT. The Reduction Amount shall have
 been distributed in full in cash to the Seller by the LLC.

            6.9 INVESTOR'S INVESTMENT COMMITTEE APPROVAL. The Investor shall
 have received from its Investment Committee at its December 15, 1999, meeting
 (or at an earlier held meeting of the Investment Committee) approval of the
 transactions contemplated by the terms of this Agreement. In the event such
 approval is not obtained by December 15, 1999, the Seller may terminate this
 Agreement by giving written notice to the Investor of such termination.


      7. AMENDMENTS TO THE OPERATING AGREEMENT. The Seller and the Investor are
the sole members of the LLC and entered into an Operating Agreement dated
December 30, 1998 (the "Operating Agreement") that governs their

                                       9
<PAGE>
relationship as members of the LLC. Notwithstanding any provision of the
Operating Agreement to the contrary the provisions of this Section 7 shall
govern and shall constitute an amendment to the Operating Agreement in
accordance with section 11.7 of the Operating Agreement.

            7.1 AUTHORITY TO EXECUTE, PERFORM AND CLOSE IN ACCORDANCE WITH THE
TERMS OF THIS PURCHASE AGREEMENT. Any provision of the Operating Agreement that
could or might be construed to prevent the Seller and Investor from performing
under this Purchase Agreement is hereby amended to the extent necessary to allow
the Seller and Investor to execute this Purchase Agreement and to fully-perform
hereunder. This covenant shall survive the Closing.

            7.2 DISTRIBUTIONS OF FCA PROCEEDS FROM THE LLC. The Closing of the
sale described in this Purchase Agreement is conditioned on the prior closing by
the LLC of the sale of its ownership interest in FCA. The Seller and Investor,
as the sole members of the LLC, hereby amend the Operating Agreement to provide
that the proceeds of the sale of the FCA stock shall be distributed as soon as
practicable by the LLC as follows: in accordance with its existing membership
interest (which is 50.5 percent), the Seller shall receive a distribution of its
share of the proceeds of the sale of the FCA stock solely in cash to the extent
the LLC receives sufficient cash from the sale of the FCA stock to distribute
solely cash to the Seller and, if not, the Seller shall receive a distribution
of its share of the proceeds from the FCA stock first, to the maximum extent
possible, all in cash and the remainder of its entitlement with the stock
received by the LLC form the FCA stock sale; the Investor shall receive a
distribution of its share (which is 49.5 percent) of the proceeds of the sale of
the FCA stock by having assigned to it all the stock received by the LLC from
the FCA stock sale and the remainder of its entitlement in cash, if any. The
Investor shall be permitted to require the LLC to delay its, but not the
Seller's, distribution of the FCA proceeds from the LLC in its sole discretion.
This Section shall survive the termination of this Purchase Agreement.

            7.3 DISTRIBUTION OF REDUCTION AMOUNT FROM LLC. The Closing of the
sale described in this Purchase Agreement by the Seller is conditioned on the
prior distribution by the LLC of the Reduction Amount, in cash, to the Seller.
The Reduction Amount relates to the sale of ALL shares owned by the LLC that are
attributable to the Seller's interest in the LLC. It assumes that, if the LLC is
required to sell any shares (or other interests) in ALL before the Investor
acquires the Seller's interest in the LLC, the LLC will be required to sell only
those shares attributable to the Seller's interest in the LLC. If the LLC is
required to sell ALL shares attributable to the Investor's interest in the LLC,
such shares shall not be considered in determining the Reduction Amount nor
shall the proceeds from the sale of such shares be distributed by the LLC to the
Investor until and unless the Seller receives all distributions of cash it is
entitled to under this Purchase Agreement.

            7.4 REMOVAL OF THE SELLER AS A PARTY TO THE OPERATING Agreement.
After the Closing of the sale described in this Purchase Agreement, neither
Seller nor

                                       10
<PAGE>
RailTex, Inc. shall be deemed a party to, or have any obligations under, the
Operating Agreement, including, without limitation, any obligations set forth in
Sections 8.6 of the Operating Agreement. Notwithstanding the previous sentence,
(i) nothing in this Purchase Agreement relieves Seller of any liability Seller
has, or may have, as a result of being a member of the LLC, and (ii) nothing in
this Purchase Agreement shall modify or terminate Sections 10.1, 10.2, and 11.9
of the Operating Agreement, which shall continue to apply to Seller and the
Investor as if Seller and the Investor both remained members of the LLC.

      8.    MISCELLANEOUS.

            8.1 TO THE KNOWLEDGE OF WARRANTOR, ETC. For purposes of this
Agreement, the phrase "to the knowledge of the Warrantor", "to the Warrantor's
knowledge", "to the knowledge of the Investor", or "to the Investor's knowledge"
or any similar phrase shall mean only, unless expressly indicated otherwise in
this Agreement, the actual knowledge of a particular fact or matter by an
individual who is serving as an executive officer of the Warrantor or the
Investor, as the case may be, without attribution to such executive officer or
the Warrantor or the Investor, as the case may be, of facts or matters within
the personal knowledge of any other person and without any obligation whatsoever
of inquiry or independent investigation by any of the executive officers or the
Warrantor or the Investor, as the case may be. No executive officer or the
Warrantor or the Investor shall have any liability to any party of this
Agreement as a result of any actual knowledge or the disclosure of such actual
knowledge herein. For purposes of this Agreement, executive officers of the
Warrantor shall mean those persons holding the following offices of RailTex,
Inc., or the Seller: Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, Vice President - Acquisition, Chairman of the Board, or any
other officer or person whose responsibilities include those customarily
associated with the foregoing offices or who would be deemed "officers" under
Section 16(b) of the Securities and Exchange Act of 1933. For purposes of this
Agreement, executive officers of the Investor shall mean those persons holding
the following offices of the Investor or the LLC: Chief Executive Officer, Chief
Financial Officer, Chief Operating Officer, Vice President - Acquisition,
Chairman of the Board, or any other officer or person whose responsibilities
include those customarily associated with the foregoing offices or who would be
deemed "officers" under Section 16(b) of the Securities and Exchange Act of
1933. The names of individuals who have held such offices or positions of the
Warrantors as of November 1, 1999, are set forth on SCHEDULE 8.1.

            8.2 SURVIVAL OF WARRANTIES. The representations, warranties and
covenants of the Warrantor and the Investor contained in or made pursuant to
this Agreement (including, without limitation, any contained in any certificate
or other document delivered at the Closing) shall survive for two (2) years from
the execution and delivery of this Agreement and the Closing, but shall
thereafter terminate and be of no further force or effect except to the extent
they relate to claims made in writing prior to or

                                       11
<PAGE>
on such date. EXCEPT AS SET FORTH IN THIS AGREEMENT, NO REPRESENTATIONS OR
WARRANTIES WHATSOEVER ARE MADE BY ANY PARTY TO THIS AGREEMENT TO ANY OTHER PARTY
TO THIS AGREEMENT, AND ALL PARTIES TO THIS AGREEMENT DISCLAIM ALL LIABILITY AND
RESPONSIBILITY WITH RESPECT TO ANY REPRESENATION, WARRANTY, STATEMENT OR
INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANY OTHER PARTY TO
THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR
ADVICE WHICH MAY HAVE BEEN PROVIDED TO ANY PARTY TO THIS AGREEMENT BY ANY
OFFICER, STOCKHOLDER, PARTNER, DIRECTOR, EMPLOYEE, AGENT, AFFILIATE, CONSULTANT,
TRUSTEE OR REPRESENTATIVE OF ANY OTHER PARTY).


            8.3 LIMITATION OF LIABILITIES. Notwithstanding any other provision
in this Agreement, no party to this Agreement shall have any liability to any
other party to this Agreement for a breach of representation, warranty or
covenant after the Closing unless the party alleging a breach of a
representation, warranty or covenant (the "Injured Party") gives written notice
to the party who allegedly breached a representation, warranty or covenant (the
"Injuring Party") within two (2) years after the Closing; PROVIDED, HOWEVER, no
Injured Party may assert a claim against an Injuring Party unless and until the
Injured Party incurs actual Damages (as defined below), individually or in the
aggregate, in excess of $25,000 and PROVIDED FURTHER, no Injured Party may
assert a claim for Damages in any amount, individually or in the aggregate, in
excess of the Purchase Price. THE REMEDY SET FORTH IN THIS SECTION 8.3 IS THE
SOLE AND EXCLUSIVE REMEDY AVAILABLE TO AN INJURED PARTY FOR ANY CLAIM ARISING
UNDER THIS AGREEMENT AFTER THE CLOSING, including without limitation, any breach
or inaccuracy of any of the representations, warranties, covenants or agreements
set forth in this Agreement or in any exhibit, schedule or other document
delivered pursuant hereto, and ANY OTHER CLAIM OR REMEDY IS HEREBY WAIVED. For
purposes of this Agreement, "Damages" shall include, without limitation, all
losses, costs, liabilities, damages and expenses (including, without limitation,
attorneys' fees) that arise from all actions, suits, proceedings, demands and
judgments.

            8.4 LEGAL FEES FOR BRAZILIAN GOVERNMENT APPROVAL. The ALL
Shareholders' Agreements, the Concession Agreement, the Brazilian Investments
Privatization Prospectus (the "Prospectus") and Brazilian law prohibit (i) any
shareholder from, directly or indirectly, owning more than twenty percent (20%)
of all of the voting capital of ALL and (ii) any shareholder from transferring,
directly or indirectly, the voting capital of ALL, unless authorized by the
Brazilian government. Accordingly, Brazilian governmental approval will be
sought for the sale of the Purchased Interests contemplated in this Agreement.
Investor and Seller will share the legal fees associated with obtaining the
Brazilian government approval, with Investor paying forty-nine and one-half
percent (49.5%) and Seller paying fifty and one-half percent (50.5%) of such
legal fees.

                                       12
<PAGE>
            8.5 DISSOLUTION OF THE LLC. After the Closing of the sale described
in this Purchase Agreement, the Investor contemplates, in conformance with
Delaware law, (i) dissolving, but is not required to dissolve, the LLC, and (ii)
distributing all of the LLC's assets and liabilities to itself. Prior to taking
any such actions, the Investor shall agree to be bound by, and shall become a
party to, the ALL Shareholders' Agreement.

            8.6 SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties.


            8.7 GOVERNING LAW. This Agreement shall be governed by and construed
under the internal laws of the State of Texas, without reference to principles
of conflict of laws or choice of laws.


            8.8 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


            8.9 HEADINGS. The headings and captions used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement. All references in this Agreement to sections,
paragraphs, exhibits and schedules shall, unless otherwise provided, refer to
sections and paragraphs hereof and exhibits and schedules attached hereto, all
of which exhibits and schedules are incorporated herein by this reference.


            8.10 NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if deposited in the U.S. mail by registered or
certified mail, return receipt requested, postage prepaid, as follows:



                        IF TO INVESTOR, at

                        GEEMF II LATIN AMERICA, L.L.C.
                        1225 Eye Street, N.W.
                        Suite 900
                        Washington, D.C.  20005
                        Attention: Wendell W. Robinson

                        with a copy to

                        Jackson & Campbell, P.C.
                        1120-20th Street, N.W.
                        South Tower
                        Washington, D.C.  20036

                                       13
<PAGE>
                        Attention: Robert E. Rider, Esquire

                        IF TO THE SELLER, at

                        RailTex, Inc.
                        4040 Broadway
                        Suite 200
                        San Antonio, TX 78209
                        Attention: General Counsel


Any party hereto (and such party's permitted assigns) may by notice so given
change its address for future notices hereunder. Notice shall conclusively be
deemed to have been given when personally delivered or when deposited in the
mail in the mail in the manner set forth above.

            8.11 NO FINDER'S FEES. Neither the Investor nor any officer,
director, or employee of the Seller (i) employed any broker or finder, or (ii)
incurred any liability whatsoever, for any brokerage fees, commissions, or
finders' fees in connection with the transactions contemplated hereby. The
Investor agrees to indemnify and to hold harmless the Seller from any liability
for any commission or compensation in the nature of a finders' or broker's fee
(and any asserted liability) for which the Investor or any of its officers,
partners, employees, or representatives is responsible. The Seller agree to
indemnify and hold harmless the Investor from any liability for any commission
or compensation in the nature of a finder's or broker's fee (and any asserted
liability) for which the Company or any of their officers, employees or
representatives is responsible.


            8.12 ATTORNEYS' FEES. If any action at law or in equity, or
mediation is necessary to enforce or interpret the terms of this Agreement, the
Operating Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.

            8.13  DISPUTE RESOLUTION.

                  (a) In the event any dispute shall arise under this Agreement,
the party raising the dispute shall notify the other party in writing of the
dispute or disagreement and provide the other party with all pertinent
information and state its position on the matter. The parties shall then meet to
agree upon a mediator. The parties shall submit the dispute to the mediator so
chosen and mediation shall take place within thirty (30) days of the date of the
original notice. Unless the parties agree otherwise, if the dispute is not
resolved for any reason, including but not limited to failure to agree on the
choice of a mediator, within sixty (60) days from the date the original notice
of the dispute was sent, the parties shall submit the dispute to binding
arbitration in accordance with SECTIONS 8.13(B), (C) and (D) hereof.

                                       14
<PAGE>
                  (b) Subject to the prior requirement of mediation pursuant to
SECTION 8.13(A), any claim or controversy arising out of or relating to this
Purchase Agreement or the breach of this Purchase Agreement shall be settled by
final and binding arbitration in New York, NY in accordance with the Commercial
Arbitration Rules of the American Arbitration Association in effect on the date
of the event giving rise to the claim or controversy.

                  (c) All claims or controversies subject to arbitration shall
be submitted to arbitration within six (6) months from the date that a written
notice of a request for arbitration is effective. All claims or controversies
shall be resolved by a panel of three (3) arbitrators who are licensed to
practice law in the State of New York and who are experienced in the arbitration
of commercial matters. These arbitrators shall be selected in accordance with
the Commercial Arbitration rules of the American Arbitration Association in
effect at the time the claim or controversy arises. Either party may request
that the arbitration proceeding be stenographically recorded by a Certified
Shorthand Reporter. The arbitrators shall issue a written decision with respect
to all claims or controversies within thirty (30) days from the date the claims
or controversies are submitted to arbitration. The parties shall be entitled to
be represented by legal counsel at any arbitration proceedings. Each party to
the arbitration shall bear their PRO RATA cost of the arbitration proceeding,
and each party shall be responsible for paying its own attorneys' fees, if any,
unless the arbitrators determine otherwise.

                  (d) The arbitration provisions in this Purchase Agreement may
be specifically enforced by either party, and submission to arbitration
proceedings may be compelled by any court of competent jurisdiction. The
decision of the arbitrators may be specifically enforced by either party in any
court of competent jurisdiction.

            8.14 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Seller and the Investor.


            8.15 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.


            8.16 ENTIRE AGREEMENT. This Agreement, together with all exhibits
and schedules hereto, constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties with respect to the subject matter hereof.

                                       15
<PAGE>
            8.17 FURTHER ASSURANCES. From and after the date of this Agreement,
upon the request of the Investor or the Seller, the Seller and the Investor
shall execute and deliver such instruments, documents or other writings as may
be reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                                  THE COMPANY:


                                   RAILTEX INTERNATIONAL HOLDINGS, INC.,
                                    a Texas corporation


                                   By: /s/ JOSEPH P. JAHNKE
                                   Its:    Vice President
                                   ADDRESS:     4040 Broadway, Suite 200
                                                San Antonio, Texas 78209



                                  THE INVESTOR:

                                   GEEMF II LATIN AMERICA. L.L.C.
                                   a Delaware limited liability company

                                   By:    GEEMF II HOLDING, L.L.C., its
                                   Managing Member

                                   By:    GLOBAL ENVIRONMENT EMERGING MARKETS
                                   FUND, II, L.P., its Managing Member

                                       16
<PAGE>
                                   By:    GLOBAL ENVIRONMENT INVESTMENT
                                   MANAGEMENT COMPANY, L.L.C., its General
                                   Partner


                                   By: /s/ WENDELL W. ROBINSON
                                           Wendell W. Robinson, Vice President
                                   ADDRESS:  Suite 900
                                             1225 Eye Street, N.W.
                                             Washington, DC  20005


For value received, the undersigned (or its successor or assign), who is the
sole shareholder of Seller, guarantees the payment to Investor (or its successor
or assign) of any damages or other amounts due Investor by Seller under this
Agreement (and only under this Agreement) in connection with Seller's breach of
this Agreement, including the breach of any representation or warranty made by
Seller under this Agreement. The undersigned shall not otherwise be deemed a
party to this Agreement. In addition, the undersigned shall have no liability in
excess of Seller's liability under this Agreement, and all such liability shall
be subject to all of the limitations on liability set forth in this Agreement,
including, without limitation, those limitations on liability set forth in
Sections 8.2 and 8.3 of this Agreement.


                                   RAILTEX, INC.,
                                    a Texas corporation


                                   By: /s/ JOSEPH P. JAHNKE
                                   Its:    Vice President
                                   ADDRESS:  4040 Broadway, Suite 200
                                             San Antonio, Texas 78209

                                       17
<PAGE>
                              LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

      Schedule 3.2            Due Authorization
      Schedule 3.4            Governmental Consents
      Schedule 3.5(b)         Pending or Contingent Claims
      Schedule 5.7            Description of the FCA Stock Sale
      Schedule 6.7            Description of the FCA Stock Sale
      Schedule 8.1            Executive Officers of the Warrantor


EXHIBITS

      Exhibit A               Bill of Sale
      Exhibit B               Investor's Ownership Interest in LLC acquired
                              pursuant to this Purchase Agreement
<PAGE>
                                  SCHEDULE 3.2


      The below summary assumes the sale of the LLC's FCA shares have been
concluded, and does not summarize the terms of the FCA Shareholders' Agreements:

      The ALL Shareholders' Agreements, in general, prohibit the Company from,
directly or indirectly, selling, granting, transferring or disposing
(collectively, a "Transfer") of the ALL shares unless the other holders are
given a right of first refusal to purchase the ALL shares indirectly owned by
the Company. Any Transfer in violation of the ALL Shareholders' Agreements is
null and void and may entitle the other parties to specific performance and a
"fine" of five percent (5%) of the net worth of ALL, as damages.

      The ALL Shareholders' Agreements, the Concession Agreement, the Brazilian
Investments Privatization Prospectus (the "Prospectus") and Brazilian law also
prohibit (i) any shareholder from, directly or indirectly, owning more than
twenty percent (20%) of all of the voting capital of ALL and (ii) any
shareholder from transferring, directly or indirectly, the voting capital of
ALL, unless authorized by the Brazilian government. Accordingly, Brazilian
governmental approval will be sought for the sale of the Purchased Interests
contemplated in this Agreement.

      Copies of the ALL Shareholders' Agreements have been provided to the
Investor and English and Portuguese versions are attached as copies hereto. The
above constitutes only a summary of certain provisions of the ALL Shareholders'
Agreements and is based upon the English versions available to us. The entire
ALL Shareholders' Agreements are incorporated by reference. Copies of the
Prospectuses and the Concession Agreement have previously been provided or made
available to the Investor and are incorporated by reference.
<PAGE>
                                  SCHEDULE 3.4

      Schedule 3.2 is incorporated by reference.
<PAGE>
                                 SCHEDULE 3.5(B)

      Two lawsuits have been filed by CVRD and CSN against the other controlling
FCA shareholders (collectively, the "Other FCA Shareholders") as a result of the
FCA Board's approval of FCA entering into an operating agreement with FSA: a
writ of injunction (acao cautelar) and a main action (acao ordinaria). To the
knowledge of the Company, only the Company, not the LLC, has been served with
summons regarding the writ of injunction. (The Company was incorrectly named as
one of the Other FCA Shareholders.) In connection with the writ of injunction,
the lawyers for the Other FCA Shareholders have also filed an interlocutory
appeal (agravo de instrumento) against the preliminary order granted by the
Court, which preliminary order stayed the implementation of the operating
agreement. These lawsuits will be dismissed as part of the proposed purchase of
the Other FCA Shareholders' FCA shares, including the FCA shares owned by the
LLC. This transaction is described in more detail on SCHEDULE5.7.
<PAGE>
                                  SCHEDULE 5.7

            Over the past several months, the Other FCA Shareholders, including
the LLC, have negotiated the sale of all of their shares in FCA. It is
anticipated that a Memorandum of Understanding ("MOU") will be signed sometime
over the next several weeks providing for such sale. As a result of the sale, it
currently is contemplated that the LLC will receive (i) approximately
R$15,435,254.91 in exchange for 9,512,579 FCA shares owned by the LLC and (ii)
11.92% of the shares of SPE II in exchange for 3,675,936 FCA shares owned by the
LLC. The LLC will also pay approximately 15.35% of the R$1.6 million expenses
estimated to be incurred in connection with the transaction, including, without
limitation, expenses incurred to obtain governmental approval of the
transaction. (These amounts exclude the legal fees incurred by the LLC, the
Investor or the Seller to evaluate the draft MOUs or to accomplish the
transactions contemplated to be performed by each of them under the MOU.) The
sale is subject to, among other things, governmental approval, and is expected
to close within one or two months of the execution of the MOU. A copy of the
latest draft of the MOU (in English) is attached hereto and its provisions are
incorporated by reference.

<PAGE>
                                   SHEDULE 6.7

            Schedule 5.7 is incorporated by reference.
<PAGE>
                                  SCHEDULE 8.1

EXECUTIVE OFFICERS OF THE WARRANTOR

                                  RAILTEX, INC.


      Ronald A. Rittenmeyer                     Chairman of the Board, Chief
                                                Executive Officer and
                                                President

      John M. Houis                             Senior Vice President -
                                                Operations

      Thomas W. Arnst                           Senior Vice President,
                                                General Counsel and Secretary

      Joseph P. Jahnke                          Senior Vice President, Chief
                                                Financial Officer

      Mark A. Phariss                           Vice President, Associate
                                                General Counsel

      Julie B. Herbort                          Vice President, Controller

      Bruce M. Flohr                            Founder, Chairman Emeritus


                        RAILTEX INTERNATIONAL HOLDINGS, INC.

      Ronald A. Rittenmeyer                     President

      Joseph P. Jahnke                          Vice President

      Thomas W. Arnst                           Vice President, Secretary

      Mark A. Phariss                           Vice President, Assistant
                                                Secretary

      Clement J. Wydrg                          Treasurer

      Julie B. Herbort                          Vice President, Controller
<PAGE>
                                    EXHIBIT A

                                  BILL OF SALE


            RailTex International Holdings, Inc., the owner of fifty and
one-half percent (50.5%) of the membership interest in RailTex Global
Investments LLC, in consideration of Three Million Three Hundred Seventy-Five
Thousand Dollars ($3,375,000) paid by GEEMF II Latin America, L.L.C., in cash,
the receipt of which is hereby acknowledged, has sold and hereby conveys to
GEEMF II Latin America, L.L.C., its entire membership interest in RailTex Global
Investments LLC, as set forth in EXHIBIT B to the Purchase Agreement between
RailTex International Holdings, Inc., and GEEMF II Latin America, L.L.C., dated
November 10, 1999, to have and to hold the same unto GEEMF II Latin America,
L.L.C., and its assigns forever, free and clear of all liens and encumbrances.

      IN WITNESS WHEREOF, RailTex International Holdings, Inc., has signed and
delivered this bill of sale on ___________________________.

                                   RAILTEX INTERNATIONAL HOLDINGS, INC.,
                                    a Texas corporation


                                   By:   _______________________________

                                   Its:  _______________________________

                                   ADDRESS:     4040 Broadway, Suite 200
                                                San Antonio, Texas 78209
<PAGE>
                                    EXHIBIT B

                              SCHEDULE OF INVESTOR

                                         MEMBERSHIP INTEREST       PURCHASE
INVESTOR                                     PURCHASED              PRICE
--------                                 -------------------      ----------
GEEMF II Latin America, L.L.C.                   50.5%            $3,375,000
1225 Eye Street, N.W.
Suite 900
Washington, D.C. 2005