FIRST CAPITAL INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

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

     THIS STOCK EXCHANGE AGREEMENT (the "Agreement"), dated as of June 15, 2000,
by and among FIRST CAPITAL INTERNATIONAL, INC., a Delaware corporation ("FCAI"),
and VALERI SEREDENKO, personal code 35402050353, of Tallinn, Republic of Estonia
and  TATJANA  TIKERPUU  Personal  code:  45105060334  (collectively  the
"STOCKHOLDERS"),  such  persons  being  registered holder of capital stock of AS
Andevis,  an  Estonian  corporation ("ANDEVIS"), and ANDEVIS for the purposes of
Articles  VII  and  VIII.

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

     WHEREAS,  each Stockholder is the record and beneficial owner of the number
of  shares of common stock, par value 100 EEK per share, of ANDEVIS indicated in
the table set forth as Exhibit A to this Agreement (which shares are hereinafter
collectively  referred  to  as  the  "ANDEVIS  Stock");

     WHEREAS,  FCAI  desires  to  acquire  from  the  Stockholders,  and  the
Stockholders desire to convey to FCAI, all of the issued and outstanding ANDEVIS
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     ANDEVIS  Stock.  At  the  Closing (as defined below), each
                      --------------
Stockholder  shall  transfer, convey and deliver to FCAI the number of shares of
ANDEVIS  Stock  set  forth  opposite  their  name on Exhibit A hereto, and shall
deliver to FCAI stock certificates representing the ANDEVIS 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
                      -----------
ANDEVIS  Stock  transferred  to  FCAI,  FCAI  shall  issue  and  deliver to each
Stockholder  the number of shares of FCAI Stock set forth opposite their name on
Exhibit  A  hereto.  The  transaction  by which the transfer shall take place is
referred  to  in  this  Agreement  as  the  "Exchange".

                                   ARTICLE II
                                   THE CLOSING

     The  Closing  of  the  transactions  contemplated  by  this  Agreement (the
"Closing")  shall take place at 10:00 A.M. on July 5, 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:


                         Stock Exchange Agreement -- 1
<PAGE>
     Section  3.1     Ownership  of  the  ANDEVIS  Stock.  The Stockholder owns,
                      ----------------------------------
beneficially  and  of  record,  that number of shares of ANDEVIS Stock set forth
opposite  the  Stockholder's  name  on Exhibit A hereto; except for restrictions
imposed  by  national,  federal  and  state securities laws, (i) such shares are
owned  by  such  Stockholder  free  and  clear  of  any liens, claims, equities,
charges, options, rights of first refusal, or encumbrances; (ii) the Stockholder
has  the  unrestricted  right  and  power  to  transfer, convey and deliver full
ownership  of  such  shares without the consent or agreement of any other person
and  without  any  designation,  declaration  or  filing  with  any governmental
authority;  and,  (iii) upon the transfer of such shares to FCAI as contemplated
herein,  FCAI  will  receive good and valid title thereto, free and clear of any
liens, claims, equities, charges, options, rights of first refusal, encumbrances
or  other  restrictions.

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

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


                         Stock Exchange Agreement -- 2
<PAGE>
     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 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."

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

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

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

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


                         Stock Exchange Agreement -- 3
<PAGE>
counsel  employed  by  the  Stockholder  shall  not be diligently defending such
action,  or  FCAI  shall  have  reasonably  concluded that there may be defenses
available to it which are different from or additional to those available to the
Stockholder,  or  that  representation  of  FCAI  by  the  same counsel would be
inappropriate  under  applicable standards of professional conduct due to actual
or  potential  differing  interests  between them (in which case the Stockholder
shall  not  have  the  right  to  direct the defense of such action on behalf of
FCAI),  in  any  of  which  event  such  fees and expenses shall be borne by the
Stockholder.  Anything  in  this  paragraph to the contrary notwithstanding, the
Stockholder  shall not be liable for any settlement of, or any expenses incurred
with  respect  to,  any  such claim or action effected without the Stockholder's
written  consent,  which  consent  shall  not  be  unreasonably  withheld.  The
Stockholder  shall  not,  without  the  prior written consent of FCAI effect any
settlement  of  any proceeding in respect of which FCAI is a party and indemnity
has  been  sought  hereunder  unless  such  settlement includes an unconditional
release of FCAI from all liability on claims that are the subject matter of such
proceeding.

     Section  3.10     Organization and Capitalization. ANDEVIS is a corporation
                       -------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
Republic  of  Estonia,  with  full  power  and  authority  and  all  necessary
governmental and regulatory licenses, permits and authorizations to carry on the
businesses  in which it is engaged, to own the properties that it owns currently
and  will  own at the Closing. ANDEVIS 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 ANDEVIS. ANDEVIS does not have any subsidiaries or
any  other  investments  or  ownership interest in any corporation, partnership,
joint  venture  or  other  business  enterprise, except as set forth in Schedule
3.10. The authorized capital stock of ANDEVIS consists of 5,125 shares of common
stock  100 EEK par value per share, of which 5,125 shares are validly issued and
outstanding.  All  of  such  issued and outstanding shares of ANDEVIS Stock have
been  duly  authorized and validly issued and are fully paid and non-assessable.
None  of the shares were issued in violation of any preemptive rights. Except as
set  forth  in Schedule 3.10, there are no existing warrants, options, rights of
first  refusal, conversion rights, calls, commitments or other agreements of any
character  pursuant  to which ANDEVIS is or may become obligated to issue any of
its  stock  or securities. ANDEVIS has no obligation to repurchase, reacquire or
redeem  any  of  its  outstanding  capital  stock.

     Section  3.11     Subsidiaries.  Schedule  3.11  sets  forth a complete and
                       ------------
accurate  list  of  all  Subsidiaries  of  ANDEVIS  ,  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 ANDEVIS directly or indirectly, free
and  clear  of  any  lien  or  any  other  limitation  or restriction (including
restrictions  on the right to vote). All outstanding shares of the capital stock
of  each  Subsidiary  have been duly authorized and validly issued and are fully
paid  and  non-assessable  and  are  free of any preemptive rights. There are no
outstanding  securities  of  any  Subsidiary  convertible into or evidencing the
right  to  purchase  or  subscribe  for  any  shares  of  capital  stock  of any
Subsidiary,  there  are  no  outstanding or authorized options, warrants, calls,
subscriptions,  rights,  commitments  or  any  other agreements of any character
obligating  any  Subsidiary  to  issue  any  shares  of its capital stock or any
securities convertible into or evidencing the right to purchase or subscribe for
any  shares  of  such  stock, and there are no agreements or understandings with
respect  to  the voting, sale, transfer or registration of any shares of capital
stock  of  any  Subsidiary.

     Section  3.12     Financial  Information. ANDEVIS has delivered to FCAI the
                       ----------------------
audited  balance sheet of ANDEVIS as of 01.01.1999-31.12.1999, together with the
related  statements of income, changes in shareholder's equity and cash flow for
the  years  then  ended,  including  the  related  notes,  all  certified  by an
independent Estonian certified auditor. Such Financial Statements, including the
related  notes,  are  in  accordance  with  the books and records of ANDEVIS and
fairly  present  the financial position of ANDEVIS and the results of operations
and changes in financial position of ANDEVIS 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, ANDEVIS , 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 ANDEVIS 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 ANDEVIS
furnished  to  FCAI  pursuant  hereto.


                         Stock Exchange Agreement -- 4
<PAGE>
     Section  3.13     Litigation.  Except  as disclosed in Schedule 3.13, there
                       ----------
are  no  actions,  suits  or proceedings, formal or informal, pending or, to the
best knowledge of the Stockholder's, threatened against ANDEVIS , nor is ANDEVIS
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
ANDEVIS  in  excess  of  $10,000.

     Section  3.14     Taxes.  Except as disclosed in Schedule 3.14, ANDEVIS 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.  ANDEVIS  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,  ANDEVIS  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 ANDEVIS, and ANDEVIS 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 ANDEVIS, 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. ANDEVIS 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  ANDEVIS, free and clear of all mortgages, claims,
liens,  security interests, charges, leases, encumbrances and other restrictions
of  any  kind and nature, except (i) as specifically disclosed in Schedule 3.17,
(ii)  as disclosed in the financial statements of ANDEVIS, (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  Section.  ANDEVIS  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 ANDEVIS or any of
its  Subsidiaries  is a party or by which it is bound that involve or relate to:
(i) any of their respective officers, directors, stockholders or partners or any
Affiliate  thereof;  (ii) the sale of any of the assets of ANDEVIS or any of its


                         Stock Exchange Agreement -- 5
<PAGE>
Subsidiaries  other  than in the ordinary course of business; (iii) covenants of
ANDEVIS  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  ANDEVIS  or any of its Subsidiaries in any line of business or in
any  geographical  area;  (iv)  the  acquisition  by  ANDEVIS  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 ANDEVIS 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  Plans.  ANDEVIS  is not a party to any
                       ------------------------
employee  benefit  plan.

     Section  3.22     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated by this Agreement, neither ANDEVIS 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 re-capitalization of ANDEVIS or any  Subsidiary, (ii)
the sale of all or substantially all of the assets of ANDEVIS or any Subsidiary,
or  (iii)  a  change  of  control  of  more than five percent of the outstanding
capital  stock  of  ANDEVIS  or  any  Subsidiary.

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

                                   ARTICLE IV
                   LIMITATION OF LIABILITY OF CERTAIN PERSONS

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

                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF FCAI

     FCAI  hereby  represents  and  warrant  to  the  Stockholders  as  follows:

     Section  5.1     Organization  and  Capitalization.  FCAI  is a corporation
                      ---------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of Delaware, with full power and authority and all necessary governmental
and  regulatory  licenses, permits and authorizations to carry on the businesses
in  which  it  is engaged, to own the properties that it owns currently and will
own at the Closing, and to perform its obligations under this Agreement. FCAI is
qualified  as a foreign corporation and is in good standing in each jurisdiction
in  which  the  failure  to  qualify would have a material adverse effect on the
business,  properties  or  condition (financial or otherwise) of FCAI. FCAI does
not  have any subsidiaries or any other investments or ownership interest in any
corporation,  partnership, joint venture or other business enterprise, except as
set  forth in Schedule 5.1. Immediately prior to the Closing Date the authorized
capital stock of FCAI consists of (i) 100,000,000 shares of common stock, $0.001
par  value  of which 72,634,000 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
obligation  to  repurchase,  reacquire  or redeem any of its outstanding capital
stock.


                         Stock Exchange Agreement -- 6
<PAGE>
     Section  5.2     Subsidiaries.  Schedule  5.2  sets  forth  a  complete and
                      ------------
accurate  list of all Subsidiaries of FCAI, showing (as to each such Subsidiary)
the  date of its incorporation and the jurisdiction of its incorporation. All of
the  outstanding  capital  stock  of,  or  other  ownership  interests  in, each
Subsidiary  is owned by FCAI, directly or indirectly, free and clear of any lien
or  any other limitation or limitation or restriction (including restrictions on
the  right  to  vote).  All  outstanding  shares  of  the  capital  stock of any
Subsidiary  have  been duly authorized and validly issued and are fully paid and
non-assessable  and  are free of any preemptive rights. There are no outstanding
securities  of  any  Subsidiary  convertible  into  or  evidencing  the right to
purchase  or  subscribe for any shares of capital stock of any Subsidiary, there
are  no  outstanding  or  authorized  options,  warrants,  calls, subscriptions,
rights,  commitments  or  any  other  agreements of any character obligating any
Subsidiary  to  issue  any  shares  of  its  capital  stock  or  any  securities
convertible into or evidencing the right to purchase or subscribe for any shares
of such stock, and there are no agreements or understandings with respect to the
voting,  sale,  transfer  or  registration of any shares of capital stock of any
Subsidiary.

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

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

     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, 1999 and 1998,
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.


                         Stock Exchange Agreement -- 7
<PAGE>
     Section  5.7     Compliance with Laws. Except as set forth in Schedule 5.7,
                      --------------------
FCAI  is, and at all times prior to the date hereof has been, to the best of its
knowledge,  in  compliance  with  all  statutes,  orders,  rules, ordinances and
regulations  applicable to it or to the ownership of its assets or the operation
of its businesses, except for failures to be in compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise)  or  prospects  of  FCAI  and  FCAI  has  no basis to expect, nor has
received, any order or notice of any such violation or claim of violation of any
such  statute,  order,  rule,  ordinance  or  regulation.

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

     Section  5.9     Disclosure.  To  the  best  of  FCAI  knowledge,  no
                      ----------
representation  or  warranty  of FCAI contained in this Agreement (including the
exhibits, 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  FCAI's  knowledge,  threatened  that  would  preclude  or restrict the
transfer  to  the  Stockholders  of  the  FCAI  Stock or the performance of this
Agreement  by  FCAI.

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

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

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

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

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

                         Stock Exchange Agreement -- 8
<PAGE>
     If  any  action is brought against FCAI, the Stockholders (collectively the
"Indemnified  Parties") in respect of which indemnity may be sought against FCAI
pursuant  to  the  foregoing  paragraph,  the Indemnified Parties shall promptly
notify FCAI in writing of the institution of such action (but the omission to so
notify  FCAI  shall  not  relieve it from any liability that it may have to such
Indemnified  Parties  except  to  the  extent  FCAI  is materially prejudiced or
otherwise  forfeits  substantive  rights or defenses by reason of such failure),
and  FCAI  shall  assume the defense of such action, including the employment of
counsel  to  be  chosen by FCAI to be reasonably satisfactory to the Indemnified
Parties,  and  payment of expenses. The Indemnified Parties shall have the right
to  employ FCAI or their own counsel in any such case, but the fees and expenses
of  such  counsel  shall  be  at  the  Indemnified  Party's  expense, unless the
employment  of  such  counsel  shall  have been authorized in writing by FCAI in
connection  with  the  defense  of  such action, or FCAI shall not have employed
counsel  to  take  charge  of the defense of such action, or counsel employed by
FCAI  shall  not be diligently defending such action, or the Indemnified Parties
shall have reasonably concluded that there may be defenses available to it which
are  different  from  or  additional  to  those  available  to  FCAI,  or  that
representation  of  such 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.

                                   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
          ANDEVIS Common Stock duly endorsed for transfer by the Stockholders to
          FCAI  as  contemplated  by  this  Agreement,  in  form  and  substance
          satisfactory to counsel for FCAI.

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

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

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

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


                         Stock Exchange Agreement -- 9
<PAGE>

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

                                   ARTICLE VII
                    COVENANTS OF ANDEVIS 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, ANDEVIS shall
conduct  its  business only in the ordinary course consistent with past practice
and  shall  not sell, lease, pledge, dispose of, grant a license in or otherwise
transfer or encumber any of its assets or properties other than in the usual and
ordinary  course  of  its  business  or  with the prior written consent of FCAI.

                                  ARTICLE VIII
                              ADDITIONAL AGREEMENTS

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

     8.1  ANDEVIS  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  ANDEVIS,  and  shall  furnish  to  FCAI all
financial,  operating  and  other  data  and  information as FCAI may reasonably
request.

     8.2  No  investigation  pursuant  to  this  Section  8.1  shall  affect any
representations  or  warranties  of  the  parties  contained  herein.

                                   ARTICLE IX
                                   TERMINATION

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

                                    ARTICLE X
                                  MISCELLANEOUS

Section  10.1     Notices.  All  notices  and  other communications provided for
                  -------
herein  shall  be  in  writing  and  shall  be deemed to have been duly given if
delivered  personally  or  sent  by registered or certified mail, return receipt
requested,  postage  prepaid,  or  overnight  air  courier guaranteeing next day
delivery:
     (a)             If  to  FCAI:

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

                     With  a  copy  to:


                         Stock Exchange Agreement -- 10
<PAGE>
                     Robert  D.  Axelrod
                     Axelrod,  Smith  &  Kirshbaum
                     5300  Memorial  Drive,  Suite  700
                     Houston,  Texas  77007
                     Fax:  (713)  552-0202

     (b)             If  to  the  Stockholders,  to:

                     The addresses listed on Exhibit A, attached hereto.

     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  10.2     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 10.3     Counterparts. This Agreement can be executed in any number
                      ------------
of  counterparts,  which  taken  together  shall  constitute  one  and  the same
instrument  and  each of which shall be considered an original for all purposes.

     Section  10.4     Section  Headings. The section headings contained in this
                       -----------------
Agreement  are for convenient reference only and shall not in any way affect the
meaning  or  interpretation  of  this  Agreement.

     Section  10.5     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  10.6     Validity.  The  invalidity  or  unenforceability  of  any
                       --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  10.7     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  10.8     Public Announcements. The parties hereto agree that prior
                       --------------------
to  making any public announcement or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.


                         Stock Exchange Agreement -- 11
<PAGE>
     Section 10.9     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  10.10     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  10.11     Costs and Expenses. FCAI and the Stockholders shall each
                        ------------------
pay their own respective fees and disbursements incurred in connection with this
Agreement.

     Section  10.12  Additional condition.  In the event if ANDEVIS will be able
                     --------------------
to  enrease  it's pre-tax income for the year 2000.  , FCAI will cause to issuie
additional  shares  to  ANDEVIS  based  on  the  following  formula:
     [(NOI  -  2)-(NOI-1)  x  12  ]  /  future  price  per  share
     --------------------


NOI  - 1 is the pre-tax operating income as per the presented Audit for the year
1999  Financial  year;
NOI  - 2 is the future pre-tax operating income as per the future GAAP Audit for
the  2000 Financial year;  in USD , based on exchange rate at the  time of audit
(12/31/2000)

*** Future price per share means the average 30 day price per share based on the
closing price between 15 December 2000 and 15 January 2001, less a 20% discount.

FCAI  Shares  means  the  current  amount  of FCAI Shares based upon the current
number  of  outstanding  shares; however, any future splits (reverse or forward)
will  adjust  any  number  of  shares  in  accordance  with  the  split  factor.

Additionally,  FCAI  will  agree  to  guarantee to the current Key Management of
ANDEVIS,  Employment  Contracts, for a minimum of a 48 month period, and further
guarantee  that  the  Seller's  representative  will be involved in the Software
marketing  related  corporate  activities  in  the Baltic Region, Europe and the
United States and that FCAI will agree to recognize all current key employees of
ANDEVIS  and  their  respective  contractual  rights as an integral part of this
Agreement.

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

                              FIRST  CAPITAL  INTERNATIONAL,  INC.

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

                              STOCKHOLDERS:

                              /s/  Valeri  Seredenko
                              ------------------------------------
                              Mr.  Valeri  Seredenko


                              /s/   Tatjana  Tikerpuu
                              ------------------------------------
                              Mrs. Tatjana  Tikerpuu


                         Stock Exchange Agreement -- 12
<PAGE>
FOR  THE  PURPOSE  OF  ARTICLES  VII  AND  VIII:

                                            ANDEVIS
                                     By:  /s/  Valeri  Seredenko
                                     ------------------------------
                                     /  V.Seredenko/



                                     By:  /s/  Tatjana  Tikerpuu
                                        --------------------------------
                                        /  T.  Tikerpuu/




                                    EXHIBIT A
                                    ---------

                         Shares  of  ANDEVIS to be          Shares of FCAI to be
                         Delivered  to  FCAI                Received  from  FCAI
Stockholder              at  Closing                        at  Closing
----------------------------------------------------------------------------
Valeri  Seredenko                    -4100-                          286,280
----------------------------------------------------------------------------
Address  of  the  Stockholder
Valeri Seredenko, Tammsaare tee 103 - 69, 12913 Tallinn, Republic of Estonia
----------------------------------------------------------------------------
Tatjana Tikerpuu,                    -965-                            67,990
----------------------------------------------------------------------------
Tatjana Tikerpuu,  Laanemere tee 35-22, 13914 Tallinn, Estonia
----------------------------------------------------------------------------


<PAGE>
</TEXT>
</DOCUMENT>
