Exhibit 20.3


                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed by the Registrant          [X]
Filed by a Party other than the Registrant   [ ]

Check the appropriate box:
   [X] Preliminary Proxy Statement
   [ ] Definitive Proxy Statement
   [ ] Confidential  for  Use of the  Commission  Only  (as  permitted  by  Rule
       14a-6(e)(2)
   [ ] Definitive Additional Materials
   [ ] Soliciting Material Pursuant to 14a-11(c) or Rule 14a-12

                            WEBCOR ELECTRONICS, INC.
                (Name of Registrant as Specified in its Charter)

                              Capston Network, Co.
                     (Name of Person Filing Proxy Statement)

Paymentof Filing Fee (Check  appropriate  box):
   [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a- 6(i)(1) or 14a-6(i)(2)
   [ ] $500 for each party to the  controversy  pursuant  to  Exchange  Act Rule
       14a-6(i)(3)
   [ ] Fee computed per Exchange Act Rules 14a-6(i)(4) and 0-11.
       (1)    Title of each class of securities to which transaction applies:
       (2)    Aggregate number of securities to which transaction applies:
       (3)    Per unit price or other underlying  value of transaction  computed
              pursuant to Exchange  Act Rule 0-11 (set forth the amount on which
              the filing fee is calculated and state how it was determined:
       (4)    Proposed maximum aggregate value of transaction:
       (5)    Total fee paid:
   [ ]  Fee paid previously with preliminary materials.
   [ ] Check box if any part of the fee is offset as
       provided by Exchange Act Rule  0-11(a)(2) and  identifying the filing for
       which the  offsetting  fee was paid  previously.  Identify  the  previous
       filing by registration  statement number, or the Form or Schedule and the
       date of its filing.
       (1)    Amount previously paid:
       (2)    Form, Schedule or Registration Statement No.:
       (3)    Filing Party:
       (4)    Date Filed:

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Dear Fellow Stockholders;

      You are cordially  invited to attend a Special Meeting of the Stockholders
(the "Meeting") of WEBCOR  ELECTRONICS,  INC., an inactive Delaware  corporation
("Webcor" or the "Company").  The Meeting will be held at 10:00 a.m. on Tuesday,
February  24,  1997,  Gulfview in the Cardita  Room of the  Sheraton at Sand Key
Resort, 1160 Gulf Blvd., Clearwater Beach, Florida.

     Webcor has not engaged in any business  activities since filing a voluntary
bankruptcy  petition in February,  1989. At present,  the Company has no assets,
liabilities,  management or ongoing operations.  As a result, your Webcor shares
have been  worthless  for  several  years.  At the  Meeting you will be asked to
approve a plan (the  "Plan")  proposed  by Capston  Network Co.  ("Capston"),  a
Stockholder of the Company  whereby the Company will be restructured as a "clean
public  shell" for the purpose of effecting a business  combination  transaction
with a  suitable  privately-held  company  that has both  business  history  and
operating assets.

     While the business combination transaction  contemplated by the Plan may be
structured  as a merger or  consolidation,  Capston  believes  that the  reverse
takeover  format  will be most  attractive  to  potential  acquisition  targets.
Accordingly,  Capston is seeking prior  shareholder  authorization for a reverse
takeover  transaction  that will involve up to 4,500,000 shares of Common Stock.
If the  proposed  business  combination  will  involve the issuance of less than
4,500,000  shares to the  owners of the  privately-held  company,  then  Capston
intends to seek shareholder approval of the proposed transaction, without regard
to whether such shareholder approval might be required under Delaware law.

      If this Plan is successfully implemented,  you may be able to salvage some
of the value that your Webcor shares once represented.  However, there can be no
assurance the Plan will be approved by shareholders or successfully implemented.
Moreover, even if the Plan is approved and successfully  implemented,  there can
be no  assurance  that the value of your  Webcor  shares will  increase.  In any
event,  Capston  cannot  go  forward  with  the  Plan  without  first  obtaining
stockholder  approval.  Therefore,  it is critically important that you read the
enclosed Proxy Statement and promptly mark your vote, sign and return your Proxy
Card.

      While  the  elements  of the Plan will be  presented  to  Stockholders  as
separate  proposals,  the Plan is an integrated whole and if all elements of the
Plan are not approved,  Capston intends to abandon the Plan in its entirety. The
specific matters to be considered by the Stockholders are:

1. To ratify the  actions of Capston in (i)  effecting  a renewal,  revival  and
   restoration  of the Company's  Certificate  of  Incorporation;  (ii) adopting
   amended  by-laws to govern the  business  affairs of the  Company,  and (iii)
   filing the reports and other documents necessary to bring the Company current
   with respect to its reporting  obligations under the Securities  Exchange Act
   of 1934;

2. To elect a person  designated  by Capston to serve as the sole  member of the
   Board of Directors  until the 1998 annual Meeting of  stockholders,  or until
   her successor is elected and qualified;


<PAGE>

3. To consider and vote upon proposed an Amendment to the Company's  Certificate
   of  Incorporation  that  will  effect  a  reverse  split  of all  issued  and
   outstanding  shares  of  Common  Stock in the  ratio of one (1)  share of new
   Common  Stock  for  each  11.5879  shares   presently   outstanding  so  that
   immediately thereafter the Company will have a total of 300,000 shares issued
   and outstanding;

4. To consider and vote upon a proposal to issue 200,000  shares of Common Stock
   to persons  designated by Capston as  compensation  for services  rendered in
   connection with the implementation of the Plan;

5.  To consider and vote upon a proposal  which will give the Board of Directors
    authority to pay an in-kind  Finder's Fee to unrelated  third party finders.
    who introduce the Company to a suitable acquisition prospect.

6. Consider  and vote upon a  proposal  that  will  give the Board of  Directors
   discretionary authority to (i) change the Company's name and (ii) issue up to
   4,500,000  shares of Common Stock to  unrelated  third  parties,  all without
   prior  stockholder  approval,  in  connection  with  a  business  combination
   transaction of the type contemplated by the Plan; and

7. To consider and vote upon a proposed  Amendment to the Company's  Certificate
   of  Incorporation  that will  increase the  authorized  capital  stock of the
   Company to  25,000,000  shares of $0.01 par value Common Stock and  5,000,000
   shares of $0.01 par value Preferred Stock.

     YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. HOWEVER,
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,  YOU ARE URGED TO PROMPTLY MARK
YOUR  VOTE,  SIGN,  DATE,  AND  RETURN  THE  ACCOMPANYING  FORM OF  PROXY IN THE
ENCLOSED, SELF-ADDRESSED,  STAMPED ENVELOPE SO THAT THE PRESENCE OF A QUORUM MAY
BE ASSURED AND YOUR SHARES OF STOCK MAY BE  REPRESENTED  AND VOTED IN ACCORDANCE
WITH YOUR DESIRES.  A STOCKHOLDER  MAY REVOKE A PROXY BY DELIVERING TO CAPSTON A
WRITTEN  NOTICE OF  REVOCATION,  DELIVERING TO CAPSTON A SIGNED PROXY OF A LATER
DATE OR APPEARING AT THE SPECIAL MEETING AND VOTING IN PERSON.

                               -------------------------------
                               Capston Network Co.
                                Sally A. Fonner,
                                    President

<PAGE>

                            WEBCOR ELECTRONICS, INC.
                            1612 North Osceola Avenue
                            Clearwater, Florida 34615

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         To Be Held on February 24, 1997

      Pursuant to 312(h) of the General  Corporation Law of Delaware,  notice is
hereby given that a Special Meeting of the  Stockholders of WEBCOR  ELECTRONICS,
INC., an inactive Delaware corporation ("Webcor" or the "Company"), will be held
at 10:00 a.m. on Tuesday, February Gulfview 24, 1997, in the Cardita Room of the
Sheraton at Sand Key Resort, 1160 Gulf Blvd., Clearwater Beach, Florida, for the
following purposes:

1. To ratify the actions of Capston  Network Co.  ("Capston") in (i) effecting a
   renewal,   revival  and   restoration   of  the  Company's   Certificate   of
   Incorporation;  (ii) adopting  amended by-laws to govern the business affairs
   of the Company, and (iii) filing the reports and other documents necessary to
   bring the Company current with respect to its reporting obligations under the
   Securities Exchange Act of 1934;

2. To elect a person  designated  by Capston to serve as the sole  member of the
   Board of Directors  until the 1998 annual Meeting of  stockholders,  or until
   her successor is elected and qualified;

3. To consider and vote upon proposed an Amendment to the Company's  Certificate
   of  Incorporation  that  will  effect  a  reverse  split  of all  issued  and
   outstanding  shares  of  Common  Stock in the  ratio of one (1)  share of new
   Common  Stock  for  each  11.5879  shares   presently   outstanding  so  that
   immediately thereafter the Company will have a total of 300,000 shares issued
   and outstanding;

4. To consider and vote upon a proposal to issue 200,000  shares of Common Stock
   to persons  designated by Capston as  compensation  for services  rendered in
   connection with the implementation of the Plan;

5.  To consider and vote upon a proposal  which will give the Board of Directors
    authority to pay an in-kind  Finder's Fee to unrelated  third party finders.
    who introduce the Company to a suitable acquisition prospect.

6. Consider  and vote upon a  proposal  that  will  give the Board of  Directors
   discretionary authority to (i) change the Company's name and (ii) issue up to
   4,500,000  shares of Common Stock to  unrelated  third  parties,  all without
   prior  stockholder  approval,  in  connection  with  a  business  combination
   transaction of the type contemplated by the Plan; and

7. To consider and vote upon a proposed  Amendment to the Company's  Certificate
   of  Incorporation  that will  increase the  authorized  capital  stock of the
   Company to  25,000,000  shares of $0.01 par value Common Stock and  5,000,000
   shares of $0.01 par value Preferred Stock.

     A record of  stockholders  has been  taken as of the close of  business  on
January 20,  1997,  and only those  stockholders  of record on that date will be
entitled to notice of and to vote at the Meeting.  A stockholders'  list will be
available commencing January 28, 1997, and may be inspected during

<PAGE>

normal  business hours prior to the Meeting at the offices of the Company,  1612
North Osceola Avenue, Clearwater, Florida 34615.

      If you do not expect to be present at the  Meeting,  please ark your vote,
sign and date the enclosed proxy and return it promptly in the enclosed  stamped
envelope  which has been  provided for your  convenience.  The prompt  return of
proxies  will ensure the  presence  of a quorum and save  Capston the expense of
further solicitation.

                                                             By Order of Capston
                                                                     Network Co.
                                                                Sally A. Fonner,
                                                                       President
                                                             Clearwater, Florida
                                                                January 13, 1997

<PAGE>

                                 PROXY STATEMENT

      This proxy  statement is being mailed to all known  Stockholders of WEBCOR
ELECTRONICS, INC. ("Webcor" or the "Company") commencing on or about January 28,
1997, in connection with the solicitation by Capston Network, Co. ("Capston") of
proxies to be voted at a Special  Meeting of  Stockholders(the  "Meeting") to be
held in  Clearwater  Beach,  Florida on Tuesday,  February 24, 1997,  and at any
adjournment  thereof.  The Meeting has been called by Capston pursuant to 312(h)
of the General Corporation Law of Delaware for the purpose of considering a plan
proposed by Capston (the "Plan")  whereby the Company will be  restructured as a
"clean  public  shell" for the  purpose  of  effecting  a  business  combination
transaction with a suitable privately-held company.

     Proxies will be voted in accordance with the directions  specified  thereon
and do not confer  discretionary  authority on any person. Any proxy on which no
direction is specified  will be voted in favor of all  proposals.  A Stockholder
may  revoke a proxy at any time prior to the start of the  meeting  by  ensuring
delivering  to and  receipt  by  Capston  of a  written  notice  of  revocation,
delivering  to  Capston a signed  proxy of a later date or by  appearing  at the
Meeting and voting in person.

     As of December 31, 1996,  there were  issued,  outstanding  and entitled to
vote  3,476,370  shares of common stock of the Company  ("Common  Stock").  Each
share of Common Stock  entitles the holder to one vote on each matter  presented
for consideration by the Stockholders. Under the Company's ByLaws, the presence,
in person or by proxy,  of shares entitled to cast a combined total of 1,157,631
votes will constitute a quorum. According to the Company's annual report on Form
10-K for fiscal year ended March 31, 1988, there are 779  stockholders  entitled
to vote. With the exception of Capston  Network  Company,  no  stockholders  has
indicated a pre-approval of the proposals described in this proxy.

      In connection with the  reinstatement  of the Company's  Charter,  Capston
adopted  amended by-laws for the conduct of the Company's  business,  subject to
the approval and  ratification  of the  Stockholders.  There are three  material
changes in the amended  by-laws.  First,  under the amended  by-laws  adopted by
Capston,  the presence,  in person or by proxy,  of one-third (1/3) of the total
number of shares entitled to vote at the Meeting will constitute a quorum rather
a majority of the total number of shares  entitled to vote at the  meeting.  The
amendment, Article II, Section 5.
Quorum: Adjournment, reads as follows:

     With  respect  to any  matter,  a quorum  shall be  present at a meeting of
     stockholders  if the  holders  of at least  on-third  (1/3)  of the  shares
     entitled to vote on that matter are represented at the meeting in person or
     by proxy. If a quorum shall fail to attend any meeting, the chairman of the
     meeting or the  holders of a majority  of the shares of stock  entitled  to
     vote who are  present,  in person or by proxy,  may  adjourn the meeting to
     another place,  date or time without notice other than  announcement at the
     meeting, until a quorum shall be present or represented.

The second  material  change is the  provision  that  permits  voting by implied
consent under certain circumstances and that amendment,  Article II, Section 11.
Method of Giving

<PAGE>

Consent, Approval, etc., reads as follow:

   Any vote, consent, approval, ratification or disapproval required by these
   by-laws may be given as follows:

      (a) by a written Consent executed by the consenting Stockholder,  provided
          that such  Consent  shall not have been  withdrawn  by the  Consenting
          Stockholder by  Notification to the Company at or prior to the time of
          the doing of such act or thing; or (b)by the  affirmative  vote by the
          Consenting  Stockholder to the doing of the act or thing for which the
          Consent is solicited at any meeting  called and held pursuant to these
          by-laws to consider the doing of such act or thing.  (c)by  failing to
          respond, within the time set forth in a Notice which specifies (i) the
          specific act or proposal for which  Consent is being  requested by the
          Company;  (ii) that the Company  intends to rely on the  provisions of
          this Section 11(c) in determining whether the requisite  percentage in
          interest of the  Stockholders  has  consented  to the  specific act or
          proposal; and (iii) a Record Date not less than 20 days after the date
          of the Notice on which the  specific  act or  proposal  will be deemed
          approved unless at least 10% in Interest of the Stockholders object in
          writing prior to such Record Date.

The third  material  change is the  addition of Article  VIII,  Indemnification,
which reads as follows:

      Section 1.  Mandatory  Indemnification  of Directors  and  Officers.  Each
     person who at any time is or was a director or officer of the  Corporation,
     and who was,  is or is  threatened  to be made a party  to any  threatened,
     pending or completed action, suit or proceeding,  whether civil,  criminal,
     administrative,  arbitrative or investigative (a "Proceeding,"  which shall
     include any appeal in such a Proceeding,  and any inquiry or  investigation
     that  could  lead to such a  Proceeding),  by  reason of the fact that such
     person is or was a director or officer of the  Corporation,  or is or was a
     director  or  officer  of the  Corporation  serving  at the  request of the
     Corporation as a director, officer, partner, venturer, proprietor, trustee,
     employee,  agent or  similar  functionary  of another  foreign or  domestic
     corporation,   partnership,  joint  venture,  sole  proprietorship,  trust,
     employee  benefit  plan or other  enterprise  shall be  indemnified  by the
     Corporation to the fullest extent authorized by the General Corporation Law
     of  Delaware as the same exists or may  hereafter  be amended  from time to
     time (the "GCLD"),  or any other applicable law as may from time to time be
     in effect (but, in the case of any such amendment or enactment, only to the
     extent  that such  amendment  or law  permits  the  Corporation  to provide
     broader  indemnification  rights than such law prior to such  amendment  or
     enactment  permitted  the  Corporation  to  provide),   against  judgments,
     penalties  (including  excise and similar  taxes),  fines,  settlements and
     reasonable  expenses  (including  court costs and attorneys' fees) actually
     incurred  by  such  person  in  connection   with  such   Proceeding.   The
     Corporation's  obligations under this Section include,  but are not limited
     to, the  convening  of any  meeting,  and the  consideration  of any matter
     thereby,  required by statute in order to determine the  eligibility of any
     person for  indemnification.  Expenses  incurred in  defending a Proceeding
     shall be paid by the Corporation

<PAGE>

     in advance  of the final  disposition  of such  Proceeding  to the  fullest
     extent  permitted,  and only in  compliance  with,  the  GCLD or any  other
     applicable  laws as may from time to time be in effect.  The  Corporation's
     obligation  to indemnify  or to prepay  expenses  under this Section  shall
     arise,  and all rights  granted  hereunder  shall vest,  at the time of the
     occurrence of the transaction or event to which such proceeding relates, or
     at the time that the action or conduct to which such proceeding relates was
     first  taken  or  engaged  in (or  omitted  to be  taken  or  engaged  in),
     regardless  of when  such  proceeding  is first  threatened,  commenced  or
     completed.   Notwithstanding   any  other  provision  of  the  Articles  of
     Incorporation or these Bylaws,  no action taken by the Corporation,  either
     by amendment of the Articles of Incorporation or these Bylaws or otherwise,
     shall  diminish  or  adversely  affect  any  rights to  indemnification  or
     prepayment of expenses granted under this Section 1 which shall have become
     vested  as  aforesaid  prior  to the  date  that  such  amendment  or other
     corporate action is taken.

     Section 2. Permissive  Indemnification  of Employees and Agents. The rights
     to  indemnification  and  prepayment of expenses which are conferred to the
     Corporation's  directors and officers by Section 1 of this Article VIII may
     be conferred upon any employee or agent of the  Corporation  if, and to the
     extent, authorized by its Board of Directors.

     Section  3.  Indemnity  Insurance.  The  Corporation  shall  have  power to
     purchase  and  maintain  insurance  on behalf of any person who is or was a
     director,  officer,  employee  or  agent of the  Corporation,  or is or was
     serving at the request of the Corporation as a director,  officer, partner,
     venturer,  proprietor,  trustee,  employee, agent or similar functionary of
     another  corporation,  partnership,  joint  venture,  sole  proprietorship,
     trust,  employee benefit plan, or other  enterprise,  against any liability
     asserted  against him and  incurred by him in any such  capacity or arising
     out of his status as such,  whether or not the  Corporation  would have the
     power to indemnify him against such  liability  under the provisions of the
     GCLD.  Without limiting the power of the Corporation to procure or maintain
     any kind of insurance or other  arrangement,  the Corporation  may, for the
     benefit of persons  indemnified by the Corporation (1) create a trust fund,
     (2)  establish  any  form  of  self-insurance,  (3)  secure  its  indemnity
     obligation  by grant of a security  interest or other lien on the assets of
     the  Corporation,  or (4) establish a letter of credit,  guaranty or surety
     arrangement.

      Capston has engaged the public accounting firm of Want & Ender,  C.P.A. of
New York,  New York to audit the  Company's  financial  statement for the period
ending  November 13, 1996, and the years ending every year from March 31,1989 to
March 31,1996. Capston has also retained the firm of Want & Ender as auditors of
various other companies, but has no other relationship with the firm. Ms. Fonner
has no  relationship  with the firm of Want & Ender. A  representative  from the
firm of Want &  Ender  will  attend  the  meeting  and be  available  to  answer
questions from stockholders.

<PAGE>

Corporate Background Information

       Webcor  conducted an initial public offering of its Common Stock in April
of 1982 pursuant to a Form S-1  Registration  Statement under the Securities Act
of 1933 (the  "Securities  Act")  that was  declared  effective  by order of the
Securities  and Exchange  Commission  (the "SEC") on May 1, 1982.  In connection
with an application to list its Common Stock on the AMS system, the Company also
registered its Common Stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934 (the "Exchange  Act").  The Company remained current with respect to
its  reporting  obligations  under the  Exchange  Act until 1989,  when its last
annual report on Form 10-K was filed with the SEC.

       After pursuing its business for several  years,  Webcor filed a voluntary
petition  under  Chapter 11 of the  Bankruptcy  Act on  February  1, 1989.  This
proceeding was filed in with the U.S.  Bankruptcy Court for the Eastern District
of New York and designated as Case # 89-10328. On October 1, 1990, the Company's
Chapter 11 case was voluntarily  converted to a case in Chapter 7 which resulted
in the orderly  liquidation of all corporate  assets and the use of the proceeds
to repay the Company's creditors.  On November 13, 1996 the Company's case under
Chapter 7 was  closed by an order of the Court.  As a result of the  Bankruptcy,
the Company has no assets, liabilities, management or ongoing operations and has
not engaged in any business activities since February 1989.

      During the pendancy of the Bankruptcy,  the Company did not file franchise
tax returns with and pay the required  franchise taxes to the State of Delaware.
As a  result,  the  Company's  corporate  charter  was  revoked  by order of the
Secretary  of State of the State of  Delaware on March 1, 1991.  Similarly,  the
Company  did not file  with the SEC  either  (a) the  regular  reports  that are
required of all companies  that have  securities  registered  under the Exchange
Act, or (b) a certification  on Form 15 terminating its  registration  under the
Exchange Act. As a result,  the Company remained a Registrant under the Exchange
Act but was seriously delinquent in its SEC reporting obligations.  According to
the National  Quotation Bureau,  the last published  quotation for the Company's
Common Stock was posted by Carr  Securities,  Inc., one of the Company's  market
makers, on October 15, 1996. At that time, the published quote was $0.00 bid and
$0.10 asked.  There have been no published  quotations for the Company's  Common
Stock since October 15, 1996.

     Acting in its capacity as a Stockholder  of the Company,  and without first
receiving any consent,  approval or  authorization  of any officer,  director or
other  Stockholder  of the  Company,  Capston  effected a renewal,  revival  and
restoration of the Company's  certificate of  incorporation  pursuant to Section
312 of the General Corporation Law of the State of Delaware. In general, Section
312  provides  that any  corporation  may  "procure an  extension,  restoration,
renewal or revival of its  certificate of  incorporation,  together with all the
rights, franchises,  privileges and immunities and subject to all of its duties,
debts  and  liabilities  which  had been  secured  or  imposed  by its  original
certificate  of   incorporation"   upon  compliance   with  certain   procedural
requirements.

       After reviewing the applicable  files,  Capston  determined that the only
debt of the Company that was  "secured or imposed by its  original  certificate"
was the

<PAGE>

obligation of Webcor to pay its Delaware taxes. Therefore, Capston paid all past
due  franchise  taxes on behalf of the Company and then filed a  Certificate  of
Renewal,  Revival,  Extension and  Restoration  of the Company's  Certificate of
Incorporation  on behalf of the Company under the  authority  granted by Section
312(h).  The total  out-of-pocket  costs paid by Capston  incurred in connection
with the  restoration of the Company's  charter was $450.  This  Certificate was
filed in the  office  of the  Secretary  of State of the  State of  Delaware  on
December  26,  1996 and at the  date of this  Proxy  Statement  the  Company  is
lawfully  incorporated,  validly existing and in good standing under the laws of
the State of Delaware.

Proposed Operations

       While the  Company  has no  assets,  liabilities,  management  or ongoing
operations and has not engaged in any business  activities  since February 1989,
Capston  believes  that  it may be  possible  to  recover  some  value  for  the
Stockholders  through the  adoption  and  implementation  of a Plan  whereby the
Company  will be  restructured  as a "clean  public  shell"  for the  purpose of
effecting  a business  combination  transaction  with a suitable  privately-held
company that has both business history and operating assets.

      Capston   believes   the   Company   will  offer   owners  of  a  suitable
privately-held  company  the  opportunity  to  acquire a  controlling  ownership
interest in a public company at substantially  less cost than would otherwise be
required to conduct an initial  public  offering.  Nevertheless,  Capston is not
aware of any  empirical  statistical  data that would  independently  confirm or
quantify  Capston's  beliefs  concerning  the  perceived  value of a  merger  or
acquisition transaction for the owners of a suitable privately-held company. The
owners of any existing  business  selected for a business  combination  with the
Company  will  incur  significant  costs and  expenses,  including  the costs of
preparing the required business  combination  agreements and related  documents,
the costs of preparing the a Current  Report on Form 8-K describing the business
combination transaction and the costs of preparing the documentation  associated
with any future  reporting  under the Exchange Act and  registrations  under the
Securities Act.

      If the Plan is approved  by the  Stockholders,  the Company  will be fully
reactivated and then used as a corporate  vehicle to seek,  investigate  and, if
the results of such investigation warrant,  effect a business combination with a
suitable privately-held company or other business opportunity presented to it by
persons  or  firms  that  seek  the  perceived  advantages  of a  publicly  held
corporation. The business operations proposed in the Plan are sometimes referred
to  as  a  "blind  pool"  because  Stockholders  will  not  ordinarily  have  an
opportunity  to analyze  the various  business  opportunities  presented  to the
Company,  or to  approve or  disapprove  the terms of any  business  combination
transaction  that  may be  negotiated  by  Capston  on  behalf  of the  Company.
Consequently,  the Company's  potential success will be heavily dependent on the
efforts and  abilities of Capston and its officers,  directors and  consultants,
who will have virtually unlimited  discretion in searching for,  negotiating and
entering  into a business  combination  transaction.  Capston and its  officers,
directors and consultants have had limited  experience in the proposed  business
of the Company. Although Capston believes that the Company will be able to enter
into a business  combination  transaction within 12 months after the approval of
the Plan

<PAGE>

by the  Stockholders,  there can be no assurance as to how much time will elapse
before a  business  combination  is  effected,  if ever.  The  Company  will not
restrict its search to any specific business, industry or geographical location,
and the Company may  participate in a business  venture of virtually any kind or
nature.

      Capston and its officers,  directors and  consultants  anticipate that the
selection  of a  business  opportunity  for  the  Company  will be  complex  and
extremely risky.  Because of general economic  conditions,  rapid  technological
advances  being made in some  industries,  and  shortages of available  capital,
Capston believes that there are numerous  privately-held  companies  seeking the
perceived benefits of a publicly traded corporation. Such perceived benefits may
include  facilitating  debt financing or improving the terms on which additional
equity or may be sought, providing liquidity for the principals of the business,
creating a means for providing  incentive  stock options or similar  benefits to
key employees, providing liquidity for all stockholders and other factors.

      Potential  business  opportunities may occur in many different  industries
and at  various  stages  of  development,  all of  which  will  make the task of
comparative  investigation and analysis of such business opportunities extremely
difficult  and  complex.  Capston  anticipates  that the Company will be able to
participate in only one business venture. This lack of diversification should be
considered a  substantial  risk  inherent in the Plan because it will not permit
the  Company to offset  potential  losses from one  venture  against  gains from
another.  Moreover,  due to the  Company's  lack  of any  meaningful  financial,
managerial or other  resources,  Capston believes the Company will not be viewed
as a suitable business  combination  partner for either developing  companies or
established business that are in need of substantial additional capital.

Acquisition of Opportunities

      In implementing a particular business combination transaction, the Company
may become a party to a merger,  consolidation,  reorganization,  joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing  business.  After the  consummation of a
business combination transaction,  it is likely that the present Stockholders of
the Company will only own a small minority  interest in the combined  companies.
In addition,  as part of the terms of the  acquisition  transaction,  all of the
Company's  officers and directors will ordinarily  resign and be replaced by new
officers  and  directors  without a vote of the  Stockholders.  Capston does not
intend to obtain the  approval of the  Stockholders  prior to  consummating  any
acquisition  other than a statutory  merger that  requires a  Stockholder  vote.
Capston and its officers,  directors and  consultants  do not intend to sell any
shares held by them in connection with a business acquisition.

      It is  anticipated  that any securities  issued in a business  combination
transaction  will be issued in reliance on exemptions  from  registration  under
applicable Federal and state securities laws. In some circumstances, however, as
a  negotiated  element  of a  business  combination,  the  Company  may agree to
register such securities either at the time the transaction is consummated or at
some  specified  time  thereafter.   The  issuance  of  substantial   additional
securities and their potential sale into any trading market

<PAGE>

that may develop may have a depressive  effect on such market.  While the actual
terms of a transaction  to which the Company may be a party cannot be predicted,
it may be expected  that the parties to the  business  transaction  will find it
desirable to avoid the  creation of a taxable  event and thereby  structure  the
acquisition in a so called "tax free" reorganization under Sections 368(a)(1) or
351 of the Internal  Revenue Code of 1986, as amended (the "Code").  In order to
obtain tax free treatment  under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event,  the  stockholders of the Company would retain less than
20% of the issued and outstanding shares of the combined companies,  which could
result in significant  dilution in the equity of such stockholders.  The Company
intends to  structure  any  business  combination  in such manner as to minimize
Federal and state tax consequences to the Company and any target company.

      As  part   of  the   Company's   investigation   of   potential   business
opportunities,   Capston  and  its  officers,  directors  and  consultants  will
ordinarily  meet  personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited  resources  and  Capston's  limited  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective  needs and desires of the Company and other parties
and the relative negotiating strength of the Company and such other management.

      With  respect  to any  business  combination  negotiations,  Capston  will
ordinarily  focus  on  the  percentage  of  the  Company  which  target  company
stockholders  would  acquire in  exchange  for their  ownership  interest in the
target company.  Depending upon, among other things, the target company's assets
and liabilities,  the Company's  stockholders  will in all likelihood only own a
small  minority  interest  in the  combined  companies  upon  completion  of the
business  combination  transaction.  Any  business  combination  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's current Stockholders.

      Upon  completion of a business  combination  transaction,  there can be no
assurance that the combined  companies will have  sufficient  funds to undertake
any   significant   development,   marketing   and   manufacturing   activities.
Accordingly,  the combined  companies may be required to either seek  additional
debt or equity  financing or obtain funding from third parties,  in exchange for
which the combined  companies  might be required to issue a  substantial  equity
position.  There is no  assurance  that the combined  companies  will be able to
obtain additional financing on terms acceptable to the combined companies.

      It  is   anticipated   that  the   investigation   of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity  the  costs  incurred  in the  related  investigation  would  not be
recoverable. Furthermore, even if an agreement is reached

<PAGE>

for the  participation  in a  specific  business  opportunity,  the  failure  to
consummate that transaction may result in the loss of the Company of the related
costs incurred.

Exemption from Rule 419

      As an existing  Registrant under the Exchange Act, the Company's  proposed
activities  are not subject to SEC Rule 419 which was adopted to strengthen  the
regulation  of "blind  pool"  companies  which  Congress  has found to have been
common  vehicles  for fraud and  manipulation  in the penny  stock  market.  The
Company is not  subject  to Rule 419  because  it is not  offering  stock to the
public  in  an  offering  registered  under  the  Securities  Act.  Accordingly,
Stockholders  are not entitled to the  substantive  protection  provided by Rule
419.

Fees to Capston and Others

      Expense  Reimbursement.  No cash  compensation has been paid or accrued to
Capston or any of its officers, director or consultants to date. Under the Plan,
Capston  and  its  officers,  directors  and  consultants  will be  entitled  to
reimbursement for the actual out-of-pocket  expenses incurred in connection with
the reinstatement of the Company's certificate of incorporation, the preparation
and filing of the Company's  reports under the Exchange Act and the  negotiation
of a business combination transaction, but they will not be entitled to any cash
compensation  in  connection  with services  rendered  prior to the closing of a
business  combination.  Moreover,  any such reimbursement will be subject to the
express  approval  of the owners of the  business  opportunity  acquired  by the
Company.

      Stock Issuance.  Subject to Stockholder approval, the Company intends file
a Form S-8  Registration  Statement under the Securities Act to register 200,000
shares of Common Stock that will be issuable to persons designated by Capston as
compensation for services rendered in connection with the  implementation of the
Plan.  Therefore,  if Capston is successful in arranging a business  combination
for the Company,  approximately  forty percent (40%) of the net value derived by
the Company's Stockholders will vest in Capston and its officers,  directors and
consultants  and the remaining  sixty percent (60%) will inure to the benefit of
the existing Stockholders of the Company.

      Finder's  Fees.  As is  customary in the  industry,  the Company may pay a
finder's fees to unrelated third parties who introduce the Company to a suitable
acquisition  prospect.  If any  such  fee is paid,  it will be  approved  by the
Company's  Board of  Directors  and  will be in  accordance  with the  standards
discussed  below.  Finder's fees are customarily  between 1% and 5% of the total
transaction  value,  based  upon a sliding  scale of the  amount  involved.  The
traditional "Lehman Formula" for calculating finder's fees is 5% of the first $1
million in transaction  value, plus 4% of the second $1 million,  plus 3% of the
third $1 million,  plus 2% of the fourth $1 million  plus 1% of any  transaction
value in excess of $4 million.  In Capston's  opinion,  the  traditional  Lehman
Formula  finder's  fee  minimizes  the  economic  incentive  of finder's who are
involved  in  larger  transactions.  Therefore,  if  the  Plan  is  approved  by
Stockholders,  Capston  intends to offer a  "reversed  stretched  Lehman fee" to
unrelated   third  party  finders  who  introduce  the  Company  to  a  suitable
acquisition  prospect.  Under the reversed  stretched Lehman formula proposed by
Capston,  the finder  will  receive  1% of the first $2  million in  transaction
value, 2% of the second $2 million

<PAGE>

in transaction value, 3% of the third $2 million in transaction value, 4% of the
fourth $2 million in transaction value and 5% of any transaction value in excess
of $8 million. Since the Company does not have sufficient financial resources to
pay such a finder's fee in cash, it is  anticipated  that any finder's fees will
be paid with shares of the Company's  Common Stock which may be registered under
the Securities Act prior to issuance. Notwithstanding the foregoing, no finder's
fees  will be paid to  Capston  or any of its  officers,  directors,  employees,
agents or affiliates without the prior consent of the Stockholders.

RISK FACTORS

      The Plan proposed by Capston involves a high degree of risk.  Stockholders
should carefully consider the following factors,  among others, before executing
the form of Proxy enclosed herewith.

     No Recent  Operating  History.  The  Company  has no  assets,  liabilities,
management or ongoing operations and has not engaged in any business  activities
since February 1989.  Even if the Capston Plan is approved by the  Stockholders,
the Company will be subject to all of the risks inherent in the  commencement of
a new business  enterprise with new  management.  There can be no assurance that
the Company will be able to acquire an operating  business or that such business
if acquired,  will prove to be  profitable.  Although  Capston and its officers,
directors  and  consultants   have  had  experience  with  respect  to  business
acquisitions, the Company has no recent operating history to aid stockholders in
making an informed judgment  regarding the merits of the Plan. As of the date of
this Proxy  Statement,  Capston has not entered into any arrangement for, nor is
it  presently  negotiating  with  respect to, an  acquisition  of any  operating
business.

      No Specific Acquisition Plans. The Company intends to engage as soon as is
reasonably possible,  in the search for and evaluation of potential  acquisition
opportunities, but it will not engage in the business of investing, reinvesting,
owning, holding, or trading securities. Capston has made no specific acquisition
plans  and no  specific  industry  or area of  business  has been  selected  for
investment.  There is no  assurance  Capston  and its  officers,  directors  and
consultants will possess the experience and skills necessary to make an informed
judgment  about any business or industry  that may be chosen.  Accordingly,  the
nature of the Plan  involves  an  extremely  high  degree of risk and the Common
Stock is not a suitable  investment for anyone who cannot afford the loss of his
entire investment.

      Blind Pool.  Inasmuch as Capston has not  contemplated  the acquisition of
any specific operating business,  the Company's proposed business will, in fact,
be a Blind Pool over which Stockholders will have no control.  It is anticipated
that under most circumstances  stockholders will not be afforded the opportunity
to pass  upon the  merits  of any  business  opportunity  that the  Company  may
ultimately acquire and, therefore,  Stockholders must rely upon the abilities of
Capston and its officers, directors and consultants.

      Limited Assets of the Company. As of the date of this Proxy Statement, the
Company has no  substantial  assets and it is not  anticipated  that the Company
will  acquire  any  substantial  assets  other than the  assets of any  business
opportunity it may acquire. Any business activity the

<PAGE>

Company may eventually  undertake will require  substantial  capital.  Since the
Company  does not know which type of  business  it will  acquire or the  capital
requirements for such business,  there can be no representations  respecting the
future capital needs of the Company.

       Potential Need for Additional Financing. Capston intends to advance funds
from time to time to help defray the Company's  operating  costs,  including the
cost of professionals  retained by the Company,  costs associated with complying
with filing  requirements of the SEC and costs associated with investigating and
evaluating proposed acquisitions. These advances will be recorded as liabilities
on the books of the Company and will be  reimbursed  to Capston upon  successful
completion of a business  combination  transaction.  There is no assurance  that
Capston will have sufficient  resources to advance all required  expenses and if
Capston's  resources  are  insufficient,  the  Company  may be  required to seek
capital.  No  assurance  can be given  that the  Company  will be able to obtain
additional  capital or, that any funds will be available on terms  acceptable to
the Company.

      Intense   Competition.   The  Company  is  and  will  continue  to  be  an
insignificant  participant in the business of seeking business opportunities.  A
large  number of  established  and  well-financed  entities,  including  venture
capital firms, have recently increased their merger and acquisition  activities,
especially  among companies  active in high technology  fields.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently,  the Company will be
at a competitive disadvantage in identifying suitable acquisition candidates and
concluding a business combination transaction.

      Dependence on Part-Time Management. The Company has no employees as of the
date hereof. Accordingly, the Company's success will be largely dependent on the
decisions made by Capston and its officers,  directors and consultants,  none of
whom will devote their full time to the affairs of the Company.

       Experience of Capston.  Although Capston and its officers,  directors and
consultants  have  general   business,   finance  and  acquisition   experience,
Stockholders  should be aware  that  Capston  and its  officers,  directors  and
consultants  are not expected to have any  significant  experience  in operating
such business as the Company might choose to acquire.  Accordingly,  the Company
will be required to obtain  outside  professionals  to assist them  initially in
assessing  the merits and risks of any proposed  acquisition  and  thereafter in
operating any acquired business.  No assurance can be made that the Company will
be able to obtain such assistance on terms acceptable to the Company.

      No Assurance of  Acquisition  of  Operating  Entity.  Although the Company
proposes to combine with an existing,  privately  held business which may or may
not be  profitable  but which is believed to have  profitable  growth  potential
(irrespective  of the  industry  in which such  company  engages)  and  although
Capston has received  inquires  from several  companies  seeking to combine with
publicly held "shells"  and/or blind pools,  neither the Company nor Capston has
solicited  any  proposals  regarding  the  Company's  combination  with  another
business.  There are no assurances that Capston and its officers,  directors and
consultants  will be able to locate a  suitable  combination  partner  or that a
combination

<PAGE>

can be structured on terms acceptable to the Company.

       Control of Combination Procedure by Capston. A combination of the Company
with another  entity may be structured as a merger or  consolidation  or involve
the direct  issuance of the  Company's  Common  Stock in exchange  for the other
company's stock or assets. The General  Corporation Law of Delaware requires the
affirmative vote of the holders of at least a majority of the outstanding shares
of a Delaware  corporation's capital stock to approve a merger or consolidation,
except in certain  situations in which no vote of the stockholders is necessary.
Since  stockholder  approval is not required in connection  with the issuance of
stock in  exchange  for  stock or assets  and  since the Plan will  specifically
authorize the issuance of up to 4,500,000 shares of Common Stock,  without prior
Stockholder approval, in connection with a business combination transaction,  it
is  anticipated  that Capston  will have  complete  control  over the  Company's
combination policies and procedures.

      Dilution  Resulting from  Combination.  It is anticipated  that any entity
which  satisfies the Company's  combination  suitability  standards will possess
assets  and other  indicia  of value  substantially  greater  than  those of the
Company.  Consequently,  any  combination  will  almost  certainly  result  in a
substantial  dilution in the percentage of equity  ownership and voting power of
holders  of  the  Company's   Common  Stock  as  stockholders  of  the  combined
enterprise.  In the  aggregate,  holders  of the  Company's  Common  Stock  will
probably own a small  minority  percentage of the combined  enterprise's  voting
securities,  with a concomitant  reduction in their power to elect directors and
otherwise to influence management policy.

      Likely  Change  in  Control.  The  successful  completion  of a merger  or
acquisition  will  likely  result  in a change  of  control  resulting  from the
issuance of a large number of shares of the  Company's  authorized  and unissued
Common  Stock.  Any such  change  in  control  is also  likely  to result in the
resignation or removal of the Company's present Officers and Directors.  In such
an event,  no assurance can be given as to the  experience or  qualification  of
such persons  either in the  operation  of the  Company's  activities  or in the
operation of the business,  assets or property  being  acquired,  although it is
likely that successor management will have greater experience in the business of
the combined companies than Capston and its advisors.

      No Market Research. The Company has neither conducted nor have others made
available  to it results  of market  research  concerning  the  availability  of
potential business opportunities.  Therefore, Capston and its advisors can offer
no  assurances  that  market  demand  exists  for an  acquisition  or  merger as
contemplated  by the Company.  Capston and its advisors have not  identified any
particular  industry or specific  business  within an industry for evaluation by
the  Company.  There is no  assurance  the  Company  will be able to  acquire  a
business opportunity on favorable terms

      Lack of  Diversification.  In the event the Capston and its  advisors  are
successful in identifying and evaluating a suitable  business  opportunity,  the
Company  will in all  likelihood  be  required  to issue its Common  Stock in an
acquisition or merger transaction. Inasmuch as the Company's cash is limited and
the  issuance of  additional  Common Stock will result in a dilution of interest
for present stockholders, it is unlikely the Company will be capable of

<PAGE>

negotiating  more than one  acquisition or merger.  Consequently,  the Company's
lack  of  diversification  may  subject  it to  economic  fluctuation  within  a
particular industry in which an acquired enterprise conducts business.

      Potential Conflicts of Interest.  Capston and its advisors are all engaged
full-time in other business  activities,  some of which may be competitive  with
the proposed  business  activities  of the  Company.  In  particular,  Capston's
principal  business  involves the  restructuring  of defunct public companies as
clean public  shells for the purpose of effecting  business  combination  with a
suitable operating  companies.  To the extent that Capston and its advisors have
fiduciary  duties to such  other  business  activities,  possible  conflicts  of
interest may arise or may appear to exist in respect to the  possible  diversion
of corporate  opportunities  to other entities with which they are or may become
associated.  No  assurance  can be given that any such  potential  conflicts  of
interest will not cause the Company to lose potential opportunities.

     No  Market  Maker.  The  Company's  securities  may  be  quoted  on  NASD's
Electronic  Bulletin Board which reports quotations by brokers or dealers making
a market in particular securities.  The Company has no agreement with any broker
or dealer to act as a market maker for the Company's  securities and there is no
assurance  Capston and its  advisors  will be  successful  in obtaining a market
maker.

      No Assurance of Public Market.  Prior to this Proxy  Statement,  there has
been no public  market for the  Common  Stock and there is no  assurance  that a
public  market will ever develop.  If a trading  market does in fact develop for
the Common  Stock,  there is a  possibility  that it will not be  sustained  and
Stockholders  may have difficulty in selling their Common Stock in the future at
any price.

      Possible  Issuance of  Additional  Shares.  If the Plan is approved by the
Stockholders,  the Company's  Certificate  of  Incorporation  will authorize the
issuance of 25,000,000  shares of Common Stock and 5,000,000 shares of Preferred
Stock.  Any Preferred  Stock that is  subsequently  issued by the Company may be
subject  to  conversion  into  Common  Stock on terms  approved  by the Board of
Directors. If the Plan is approved by the Stockholders, approximately 98% of the
Company's  authorized  shares of Common  Stock will  remain  unissued.  The Plan
specifically contemplates the issuance of up to 4,500,000 shares of Common Stock
to  unrelated   third  parties  in  connection   with  a  business   combination
transaction.  Moreover, after completion of a business combination, the Board of
Directors  of the  combined  companies  will have the power to issue  additional
shares of Common  Stock  without  stockholder  approval.  Although  the  Company
currently has no  commitments,  contracts or intentions to issue any  additional
shares,  Stockholders  should be aware  that any such  issuance  may result in a
reduction of the book value or market price, if any, of the  outstanding  shares
of Common Stock. If the Company issues  additional  shares,  such issuances will
also cause a reduction in the  proportionate  ownership  and voting power of all
other  Stockholders.  Further,  any new  issuance of shares of Common  Stock may
result in a change of control of the Company.  If any acquisition  resulted in a
change  of  control,  there  can  be  no  assurance  as  to  the  experience  or
qualifications  of those new persons  involved in either the  management  of the
Company or of the business being acquired.  In that event,  future operations of
the Company and the payment of dividends, if any, would be wholly dependent upon

<PAGE>

such persons.

     No Assurance of Dividends.  The Company has not paid any dividends upon its
Common Stock, and by reason of its present financial status and its contemplated
financial  requirements,  does  not  contemplate  paying  any  dividends  in the
foreseeable future.

RATIFICATION OF REINSTATEMENT, BY-LAWS AND SEC FILINGS

     Acting in its capacity as a Stockholder  of the Company,  and without first
receiving any consent,  approval or  authorization  of any officer,  director or
other  Stockholder  of the  Company,  Capston  effected a renewal,  revival  and
restoration of the Company's  certificate of  incorporation  pursuant to Section
312 of the General Corporation Law of the State of Delaware. In general, Section
312  provides  that any  corporation  may  "procure an  extension,  restoration,
renewal or revival of its  certificate of  incorporation,  together with all the
rights, franchises,  privileges and immunities and subject to all of its duties,
debts  and  liabilities  which  had been  secured  or  imposed  by its  original
certificate  of   incorporation"   upon  compliance   with  certain   procedural
requirements.

       After reviewing the applicable  files,  Capston  determined that the only
debt of the Company that was  "secured or imposed by its  original  certificate"
was the obligation of Webcor to pay its Delaware taxes. Therefore,  Capston paid
all  past due  franchise  taxes  on  behalf  of the  Company  and  then  filed a
Certificate  of Renewal,  Revival,  Extension and  Restoration  of the Company's
Certificate of  Incorporation  on behalf of the Company.  This  Certificate  was
filed in the  office  of the  Secretary  of State of the  State of  Delaware  on
December  26,  1996 and at the  date of this  Proxy  Statement  the  Company  is
lawfully  incorporated,  validly existing and in good standing under the laws of
the State of Delaware.

      In connection with the  reinstatement  of the Company's  Charter,  Capston
adopted  amended by-laws for the conduct of the Company's  business,  subject to
the approval and  ratification  of the  Stockholders.  Under the amended by-laws
adopted by Capston,  the presence,  in person or by proxy, of one-third (1/3) of
the total  number of shares  entitled to vote at the Meeting  will  constitute a
quorum.

     Acting in its capacity as a Stockholder  of the Company,  and without first
receiving any consent,  approval or  authorization  of any officer,  director or
other  Stockholder of the Company,  Capston filed with the SEC an omnibus Annual
Report on Form 10-K for the fiscal  years ended March 31,  1988.  In  connection
therewith,  Capston  advanced all of the costs and expenses  associated with the
preparation of audited financial  statements for the Company,  together with all
of the filing fees due to the SEC. As a result of these actions, the Company has
been  brought  current  with  respect  to its  reporting  obligations  under the
Exchange Act and is once again in compliance  with  applicable  SEC  regulations
respecting reporting.

Stockholders Entitled to Vote and Vote Required.

      Reinstatement  of  Charter.  Since the  actions of Capston in  effecting a
renewal,  revival and restoration of the Company's  certificate of incorporation
were  not  previously  authorized  by  the  Company's  Officers,   Directors  or
Stockholders, it is necessary for the Stockholders to ratify

<PAGE>

and adopt such actions by a majority vote The affirmative vote of the holders of
a majority of all shares of Common  Stock  entitled to vote and  represented  in
person or by proxy at the Meeting is required to ratify Capston's  Reinstatement
of the  Company's  Charter.  In  conformity  with Article II,  Section 11 of the
Company's amended by-laws,  the failure to appear in person or by proxy and vote
on matters  presented to the Meeting will be treated as a vote FOR all proposals
unless the holders of least 10% of the Company's outstanding Common Stock appear
in person or by proxy and vote AGAINST the proposal.  Executed  proxies that are
marked  "Abstain"  and broker  non-votes  will be counted as votes  against  the
proposal.

      Adoption of By-Laws.  Since the actions of Capston in adopting new by-laws
for the  Company  were not  previously  authorized  by the  Company's  Officers,
Directors or  Stockholders,  it is necessary for the  Stockholders to ratify and
adopt such actions by a majority vote The  affirmative  vote of the holders of a
majority  of all shares of Common  Stock  entitled  to vote and  represented  in
person or by proxy at the Meeting is required  to ratify  Capston's  adoption of
new by-laws for the Company In  conformity  with  Article II,  Section 11 of the
Company's amended by-laws,  the failure to appear in person or by proxy and vote
on matters  presented to the Meeting will be treated as a vote FOR all proposals
unless the holders of least 10% of the Company's outstanding Common Stock appear
in person or by proxy and vote AGAINST the proposal.  Executed  proxies that are
marked  "Abstain"  and broker  non-votes  will be counted as votes  against  the
proposal.

      Filing of SEC  Reports.  Since the  actions of Capston  in  preparing  and
filing an omnibus  Annual  Report on From 10-K for the fiscal  years ended March
31, 1988 were not previously  authorized by the Company's  Board of Directors or
Stockholders,  it is  necessary  for the  Stockholders  to ratify and adopt such
actions by a majority vote. The affirmative vote of the holders of a majority of
all shares of Common  Stock  entitled  to vote and  represented  in person or by
proxy at the Meeting is required to ratify Capston's filing of an omnibus Annual
Report on From 10-K for the fiscal  years ended March 31,  1988.  In  conformity
with Article II,  Section 11 of the Company's  amended  by-laws,  the failure to
appear in person or by proxy and vote on matters  presented  to the Meeting will
be treated as a vote FOR all  proposals  unless the  holders of least 10% of the
Company's outstanding Common Stock appear in person or by proxy and vote AGAINST
the proposal.  Executed  proxies that are marked  "Abstain" and broker non-votes
will be counted as votes against the proposal.

CAPSTON ASKS ALL  STOCKHOLDERS TO APPROVE EACH OF THE FOREGOING  PROPOSALS.  THE
PROXY ENCLOSED  HEREWITH WILL BE VOTED FOR EACH PROPOSAL  UNLESS THE STOCKHOLDER
SPECIFICALLY  VOTES  AGAINST ONE OR MORE  PROPOSAL OR  EXPRESSLY  ABSTAINS  FROM
VOTING.  SINCE  CAPSTON HAS PROPOSED THE PLAN AS AN  INTEGRATED  WHOLE,  CAPSTON
INTENDS TO ABANDON THE PLAN IN ITS  ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT
APPROVED BY THE STOCKHOLDERS.

ELECTION OF DIRECTORS

      The by-laws of the Company  provide  that the Company  shall have not less
than one (1) nor more than nine (9)  Directors,  the exact number to be fixed by
the Board of Directors from time to time. Since Capston only effected a renewal,
revival and restoration of the Company's

<PAGE>

certificate of incorporation in December of 1996, there are presently no members
of the Board of  Directors  and it will be  necessary  to  appoint  at least one
person to serve as a director of the Company to serve, subject to the provisions
of  the  by-laws  of  the  Company,   until  the  1998  annual  Meeting  of  the
Stockholders,  and until the election and  qualification of a successor board of
directors.  Capston's  sole nominee for  membership on the Board of Directors is
Ms. Sally A. Fonner, the principal stockholder and president of Capston. A brief
account of Ms. Fonner's business experience and education follows:

      Ms. Sally A. Fonner,  age 48, has been an independently  employed business
consultant  for most of the past fifteen  years.  She  graduated  from  Stephens
University  in 1969 with a Bachelor  of Arts Degree in Social  Systems.  After a
stint in the private  sector,  Ms. Fonner  returned to further her education and
obtained her MBA Degree from the Executive Program of the University of Illinois
in 1979. In many of her assignments as a business consultant,  she is frequently
engaged in dealings which involve  financiers  and large monetary  transactions.
Currently,  Ms.  Fonner has been  engaged  for the last two years in the complex
area of financing rehabilitation providers.

       Board and Committee  Activity,  Structure and Compensation.  As Capston's
representative, Ms. Fonner will receive no compensation for serving on the Board
of Directors, although she will likely be allocated a substantial portion of the
200,000  compensation shares provided for in the Plan. After the completion of a
business combination transaction,  directors who are not a salaried employees of
the Company  will likely  receive a cash stipend for  attending  Meetings of the
Board,  together with  reimbursement  for expenses  incurred in connection  with
attending  each such Meeting.  The Company does not currently  have any standing
committees;  however,  it is expected  that the Board will likely  designate  an
Executive Committee,  a Compensation  Committee and an Audit Committee after the
completion of a business combination transaction.

Stockholders Entitled to Vote and Vote Required.

      Directors  will be elected by a plurality of the votes cast by the holders
of all shares of Common Stock entitled to vote at the Meeting.  Abstentions  and
broker non-votes will be disregarded in the tabulation of votes for the election
of Directors.

CAPSTON ASKS ALL STOCKHOLDERS TO VOTE FOR THE ELECTION OF MS. FONNER TO SERVE AS
THE SOLE DIRECTOR OF THE COMPANY UNTIL THE 1998 ANNUAL MEETING OF  STOCKHOLDERS.
THE  PROXY  ENCLOSED  HEREWITH  WILL BE  VOTED  FOR  EACH  PROPOSAL  UNLESS  THE
STOCKHOLDER  SPECIFICALLY  VOTES  AGAINST  ONE OR MORE  PROPOSALS  OR  EXPRESSLY
ABSTAINS  FROM VOTING.  SINCE  CAPSTON HAS  PROPOSED  THE PLAN AS AN  INTEGRATED
WHOLE,  CAPSTON  INTENDS TO ABANDON THE PLAN IN ITS  ENTIRETY IF ALL ELEMENTS OF
THE PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

PROPOSED REVERSE SPLIT

     At the date of this  Proxy  Statement,  the  Company  has an  aggregate  of
3,476,370  shares of Common  Stock  issued and  outstanding.  Since (i)  Capston
believes that the owners of a suitable  target company will  ordinarily  want to
control between 80% and 90% of the Company's Common Stock upon the completion of
a business  combination  transaction,  and (ii)  Capston  believes  an  ultimate
capitalization in the 2,500,000

<PAGE>

to 5,000,000 share range is ideal for a small public Company,  Capston  believes
that it will be in the best  interest  of the Company  and its  Stockholders  to
reduce the number of outstanding shares to approximately 300,000 shares by means
of a reverse  split.  Capston  believes  such action will optimize the number of
shares issued and outstanding after a business combination  transaction,  result
in a  higher  reported  market  price  for  the  Common  Stock  of the  combined
companies,  and reduce the market volatility of the Common Stock of the combined
companies.  These  changes,  in  turn,  are  expected  to  enhance  the  overall
perception  of  the  Common  Stock  among  institutional  investors  and  larger
brokerage firms. These goals, if achieved, are expected to enhance the Company's
ability to raise  additional  equity capital,  and attract new market makers and
institutional stockholders.

      Capston believes that the proposed reverse split will be beneficial to the
Company by significantly reducing the number of issued and outstanding shares of
Common Stock,  reducing the expected  level of price  volatility,  and otherwise
stabilizing  the  anticipated  market  price of the Common  Stock.  Capston also
believes the proposed  reverse split would  increase the  Company's  posture and
relative worth of its shares in the eyes of the investment  community,  although
there is a risk that the market may not adjust the price of the Company's Common
Stock by the ratio of a reverse split.  Capston is aware of instances where only
modest price  appreciation  per share has resulted  from a reverse  stock split.
Trading in the Common Stock  thereafter  will be at prices  determined by supply
and demand and prevailing market  conditions,  which will not necessarily result
in the Common Stock of the Company  maintaining  a market price in proportion to
the reverse split effected.

      The  Common  Stock is  currently  registered  under  Section  12(g) of the
Exchange Act, and as a result,  the Company is subject to the periodic reporting
and other  requirements  of the Act. The proposed  reverse split will not effect
the  registration  of the Common  Stock  under the Act,  and the  Company has no
present  intention of  terminating  its  registration  under the Act in order to
become a "private" company.

      Other  than  the  decrease  in the  total  shares  to be  outstanding,  no
substantive  changes are being made in the rights of Common Stock.  Accordingly,
upon the Effective Date of a reverse split,  each holder of record of new shares
would be  entitled  to one vote for each new share  held at each  Meeting of the
Stockholders  in respect to any matter on which  Stockholders  have the right to
vote.  Stockholders  have no cumulative  voting  rights,  nor will they have the
preemptive  right to purchase any  additional  shares of Common  Stock.  Holders
would be  entitled to receive,  when and as declared by the  Company's  Board of
Directors, out of earnings and surplus legally available therefor, any dividends
payable  either in cash,  in property  or in shares of the capital  stock of the
Company.

     No fractional  new shares will be issued.  Each holder of less than 11.5879
shares,  after  exchange  of all other old shares  held by the  holder,  will be
issued one (1) new share in exchange for such remaining old shares.

      As soon as practical  after the  Effective  Date of a reverse  split,  the
Company  will mail  letters of  transmittal  to each holder of record of a stock
certificate  or  certificates  which  represents  issued  shares of Common Stock
outstanding  on the  Effective  Date.  The letter of  transmittal  will  contain
instructions for the surrender of such

<PAGE>

certificate or certificates to the Company's  transfer agent in exchange for the
certificates  representing  the number of whole  shares of new Common Stock into
which the shares of Common  Stock have been  converted  as a result of a reverse
split. No payment will be made or new certificate  issued to a stockholder until
he has  surrendered  his  outstanding  certificates  together with the letter of
transmittal to the Company's transfer agent.

Stockholders Entitled to Vote and Vote Required.

      The affirmative  vote of the holders of a majority of all shares of Common
Stock entitled to vote and represented in person or by proxy at the Meeting will
be required to approve the proposed  reverse split.  Stockholders  have no right
under Delaware law or the Certificate of Incorporation to dissent from a reverse
split In  conformity  with  Article  II,  Section  11 of the  Company's  amended
by-laws,  the  failure  to appear  in  person  or by proxy  and vote on  matters
presented to the Meeting will be treated as a vote FOR all proposals  unless the
holders of least 10% of the Company's  outstanding Common Stock appear in person
or by proxy and vote  AGAINST the  proposal.  Executed  proxies  that are marked
"Abstain" and broker non-votes will be counted as votes against the proposal.

CAPSTON ASKS ALL  STOCKHOLDERS TO APPROVE THE PROPOSED  REVERSE SPLIT. THE PROXY
ENCLOSED  HEREWITH  WILL BE VOTED IN FAVOR OF THE PROPOSED  REVERSE SPLIT UNLESS
THE STOCKHOLDER  SPECIFICALLY  VOTES AGAINST THE PROPOSAL OR EXPRESSLY  ABSTAINS
FROM VOTING. SINCE CAPSTON HAS PROPOSED THE PLAN AS AN INTEGRATED WHOLE, CAPSTON
INTENDS TO ABANDON THE PLAN IN ITS  ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT
APPROVED BY THE STOCKHOLDERS.

ISSUANCE OF COMPENSATION SHARES

      As part of the Plan,  Capston  proposes to issue a total of 200,000 shares
of Common Stock ("Compensation  Shares") to individuals designated by Capston as
compensation for services rendered in connection with the  implementation of the
Plan. The purpose of this proposed grant of  Compensation  Shares is to increase
the personal stake of the Grantees in the Company since the Company's  long-term
business  objectives  will be  dependent  in  large  part  upon  their  efforts,
expertise and abilities.

      Subject to  Stockholder  approval,  the  Company  intends  file a Form S-8
Registration  Statement  to register the 200,000  Compensation  Shares under the
Securities Act. Thereafter,  the Compensation Shares will be issued from time to
time to individuals  designated by Capston who have  materially  participated in
the  implementation  of the Plan.  Such shares will not,  however,  be issued to
finders or for services rendered in a capital raising transaction. If Capston is
successful in arranging a business  combination  for the Company,  approximately
forty percent (40%) of the net value derived by the Company's  Stockholders will
vest in Capston and its officers,  directors and  consultants  and the remaining
sixty  percent (60%) will inure to the benefit of the existing  Stockholders  of
the Company.

      A Grantee will  recognize  income for federal tax purposes at the time the
Compensation  Shares are  issued.  In  general,  the amount of  ordinary  income
recognized  by a Grantee  will equal the fair market  value of the  Compensation
Shares  on the  date of  grant.  Gain or loss  (if any)  from a  disposition  of
Compensation Shares after the Grantee

<PAGE>

recognizes ordinary income will generally  constitute short or long-term capital
gain or loss.  The Company  will be entitled to a tax  deduction at the time the
Grantee recognizes ordinary income on the Compensation Shares.

Stockholders Entitled to Vote and Vote Required.

      The affirmative  vote of the holders of a majority of all shares of Common
Stock entitled to vote and represented in person or by proxy at the Meeting will
be required to approve the proposed issuance of 200,000  Compensation  Shares to
persons designated by Capston.  In conformity with Article II, Section 11 of the
Company's amended by-laws,  the failure to appear in person or by proxy and vote
on matters  presented to the Meeting will be treated as a vote FOR all proposals
unless the holders of least 10% of the Company's outstanding Common Stock appear
in person or by proxy and vote AGAINST the proposal.  Executed  proxies that are
marked  "Abstain"  and broker  non-votes  will be counted as votes  against  the
proposal.

CAPSTON  ASKS ALL  STOCKHOLDERS  TO APPROVE  THE  PROPOSED  ISSUANCE  OF 200,000
COMPENSATION  SHARES.  THE PROXY ENCLOSED HEREWITH WILL BE VOTED IN FAVOR OF THE
PROPOSED  ISSUANCE OF COMPENSATION  SHARES UNLESS THE  STOCKHOLDER  SPECIFICALLY
VOTES AGAINST THE PROPOSAL OR EXPRESSLY ABSTAINS FROM VOTING.  SINCE CAPSTON HAS
PROPOSED THE PLAN AS AN INTEGRATED WHOLE, CAPSTON INTENDS TO ABANDON THE PLAN IN
ITS ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

APPROVAL OF FINDER'S FEE FORMULA

      As is  customary in the  industry,  the Plan  contemplates  the payment of
finder's fees to unrelated third parties who introduce the Company to a suitable
acquisition  prospect.  If any  such  fee is paid,  it will be  approved  by the
Company's  Board of  Directors  and  will be in  accordance  with the  standards
discussed below.

      Finder's fees are customarily  between 1% and 5% of the total  transaction
value,  based  upon a sliding  scale of the  amount  involved.  The  traditional
"Lehman Formula" for calculating  finder's fees is 5% of the first $1 million in
transaction  value,  plus 4% of the second $1  million,  plus 3% of the third $1
million,  plus 2% of the fourth $1 million plus 1% of any  transaction  value in
excess of $4 million.  In Capston's  opinion,  however,  the traditional  Lehman
Formula  finder's  fee  minimizes  the  economic  incentive  of finder's who are
involved in larger transactions.

      In  Capston's  opinion,  the Company and its  Stockholders  will be better
served by accepting a relatively small percentage interest in a relatively large
transaction, as opposed to requiring a relatively large percentage interest in a
relatively small transaction.  The reasons for this belief are numerous.  First,
Capston  believes that the ongoing costs and expenses  associated with reporting
under the Exchange Act can be a significant burden for a small company.  Second,
Capston  believes that relatively  large companies are more likely to thrive and
prosper than smaller  companies.  Third,  Capston believes that relatively large
companies are better suited to shell transactions than small companies. Finally,
Capston believes that a relatively large company will be required to satisfy the
minimum  entry  standards  for the  NASDAQ  Stock  Market and the  Regional  and
National  Stock  Exchanges.  For  example,  the  following  table  outlines  the
newly-adopted  Entry Standards for companies that wish to have their  securities
listed in the NASDAQ Small Cap Market:

<PAGE>

                             NASDAQ Small Cap Market

Net Tangible Assets (Total Asset less Total
  Liabilities and Goodwill)                                    $4,000,000, or
Market Capitalization                                         $50,000,000, or
Net Income (2 of last 3 years)                                       $750,000

Total Assets                                                              N/A
Total Equity                                                              N/A
Public Float (Shares)                                               1,000,000
Market Value of Float                                              $5,000,000
Bid Price                                                               $4.00
Market Makers                                                               3
Stockholders                                                              300
Operating History (years)                                                1 or
Market Capitalization                                             $50,000,000

Similarly,  the following table outlines the  newly-adopted  Entry Standards for
companies  that wish to have  their  securities  listed in the  NASDAQ  National
Market System:

                          NASDAQ National Market System

Net Tangible Assets                   $6,000,000     $18,000,000    N/A
Market Capitalization                 N/A            N/A            $75,000,000
Total Assets                          N/A            N/A            $75,000,000
Total Revenue                         N/A            N/A            $75,000,000
Pre-tax Earnings (2 of last 3 years)  $1,000,000     N/A            N/A
Public Float (shares)                 1,100,000      1,100,000      1,100,000
Market Value of Float                 $8,000,000     $18,000,000    $20,000,000
Bid Price                             $5.00          $5.00          $5.00
Market Makers                         3              3              4
Stockholders                          400            400            400
Operating History (years)             N/A            2              N/A

      Since the size of the business  operation acquired by the Company will, in
large part,  determine the market where the securities of the combined companies
will  qualify for  listing,  Capston  intends to use all  reasonable  efforts to
identify and negotiate with the largest possible business combination  partners.
In furtherance  thereof,  Capston intends to offer a "reversed  stretched Lehman
fee" to unrelated  third party  finders who  introduce the Company to a suitable
acquisition  prospect.  Under the reversed  stretched Lehman formula proposed by
Capston, the finder may receive 1% of the first $2 million in transaction value,
2% of the second $2 million in transaction  value, 3% of the third $2 million in
transaction  value,  4% of the fourth $2 million in transaction  value and 5% of
any transaction  value in excess of $8 million.  Since the Company does not have
sufficient  financial  resources  to pay  such a  finder's  fee in  cash,  it is
anticipated  that any  finder's  fees will be paid with shares of the  Company's
Common Stock which may be registered under the Securities Act prior to issuance.
Notwithstanding  the foregoing,  no finder's fees will be paid to Capston or any
of its officers,  directors,  employees,  agents or affiliates without the prior
consent of the Stockholders.

Stockholders Entitled to Vote and Vote Required.

      The affirmative  vote of the holders of a majority of all shares of Common
Stock entitled to vote and represented in person or by proxy at the Meeting will
be required to approve the proposed  finder's fee formula.  In  conformity  with
Article II, Section 11 of the Company's  amended by-laws,  the failure to appear
in person or by proxy  and vote on  matters  presented  to the  Meeting  will be
treated  as a vote FOR all  proposals  unless  the  holders  of least 10% of the
Company's outstanding Common Stock appear in person or by proxy and vote AGAINST
the proposal. Executed proxies

<PAGE>

that are marked  "Abstain" and broker non-votes will be counted as votes against
the proposal.

CAPSTON ASKS ALL STOCKHOLDERS TO APPROVE THE PROPOSED FINDER'S FEE FORMULA.  THE
PROXY  ENCLOSED  HEREWITH  WILL BE VOTED IN FAVOR OF THE  PROPOSED  FINDER'S FEE
FORMULA  UNLESS THE  STOCKHOLDER  SPECIFICALLY  VOTES  AGAINST  THE  PROPOSAL OR
EXPRESSLY  ABSTAINS  FROM  VOTING.  SINCE  CAPSTON HAS  PROPOSED  THE PLAN AS AN
INTEGRATED  WHOLE,  CAPSTON  INTENDS TO ABANDON THE PLAN IN ITS  ENTIRETY IF ALL
ELEMENTS OF THE PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

APPROVAL OF NAME CHANGE AND BUSINESS COMBINATION FORMAT

     In  general,  a business  combination  may be  structured  in the form of a
merger,  consolidation,  reorganization,  joint  venture,  franchise,  licensing
agreement  or purchase of the stock or assets of an existing  business.  Certain
business  combination  transactions,  such a  statutory  merger,  are complex to
negotiate and implement  and require  stockholder  approval from both parties to
the merger.  On the other hand,  the simplest  form of business  combination  is
commonly known as a reverse  takeover.  In a reverse takeover  transaction,  the
stockholders of the privately-held company exchange their private company shares
for newly issued stock of the public  company.  As a result of the  transaction,
the  privately-held  company  becomes a  wholly-owned  subsidiary  of the Public
Company  and  due  to the  large  number  of  public  company  shares  that  are
customarily  issued  to  stockholders  of  the  privately-held   company,  those
stockholders  end up with a controlling  interest in the public  company and are
then free to appoint their own slate of officers and directors.

      By using an existing public company,  a privately-held  concern that wants
to  establish  a  public  market  for its  stock  can  start  with  an  existing
stockholder  base. In addition,  there are usually several brokers who will have
an interest in the newly  reorganized  company  because they have stock on their
books.

      There are  several  potential  problems  that arise in  connection  with a
reverse  takeover.  First,  there  may be large  blocks of stock in the hands of
individuals  who are eager to sell at any price,  thereby making it difficult to
support  the  market  during the period  immediately  after the  reorganization.
Second,  in addition to inheriting the stockholders and brokers  associated with
the public  company,  the  stockholders of the private company will also inherit
the  business  history  of the  public  company.  Accordingly,  a  thorough  due
diligence  investigation of the public company and its principal stockholders is
essential  to ensure  that there are no  unreported  liabilities  or other legal
problems.

      In general,  reverse takeovers are viewed with some skepticism by both the
financial community and the regulatory authorities until the reorganized company
has  been  active  for a  sufficient  period  of  time to  demonstrate  credible
operating  performance.  Until  this  performance  is  demonstrated,  it  can be
difficult to raise  additional  money for a company  that went public  through a
reverse takeover transaction.  Therefore,  the reverse takeover strategy is most
appropriate in cases where the purpose for  establishing a public trading market
is not related to a  perceived  short-term  need for  additional  capital.  If a
privately-held  company  believes that  substantial  additional  capital will be
required within the next 6 to 12 months, a reverse takeover  transaction may not
be the best alternative.

<PAGE>

     While the business combination transaction  contemplated by the Plan may be
structured  as a merger or  consolidation,  Capston  believes  that the  reverse
takeover  format  will be most  attractive  to  potential  acquisition  targets.
Accordingly,  Capston is seeking prior  stockholder  authorization for a reverse
takeover  transaction  that will involve up to 4,500,000 shares of Common Stock.
In the event that a proposed  business  combination will involve the issuance of
less than 4,500,000  shares to the owners of the  privately-held  company,  then
Capston will be  authorized to conclude the business  combination  without first
seeking the approval of the  Stockholders.  If, on the other hand,  the proposed
business  combination  transaction  will  involve  the  issuance  of  more  than
4,500,000 shares to the owners of the privately-held  company, then Capston will
seek prior stockholder approval of the proposed  transaction,  without regard to
whether such stockholder approval might be required under Delaware law.

      In  connection  with a  business  combination  transaction,  it is  almost
certain that  management of the  acquisition  target will require the Company to
change its name to one selected by the Board of Directors or stockholders of the
acquisition target. Since it is also almost certain that the stockholders of the
acquisition  target will possess sufficient voting power to cause the Company to
change its name after the  acquisition,  Capston  is seeking  prior  stockholder
authorization  for a  change  in the  Company's  name  that is (i) a  negotiated
element of a business  combination  transaction of the type  contemplated by the
Plan,  and (ii)  communicated  to all  Stockholders  of the  Company  as soon as
possible following the consummation of the Plan.

Stockholders Entitled to Vote and Vote Required.

      Authorization of Stock Issuance.  The affirmative vote of the holders of a
majority  of all shares of Common  Stock  entitled  to vote and  represented  in
person or by proxy at the Meeting is required to authorize the issuance of up to
4,500,000  shares  of  Common  Stock to  unrelated  third in  connection  with a
business  combination  transaction  of the type  contemplated  by the  Plan.  In
conformity  with Article II, Section 11 of the Company's  amended  by-laws,  the
failure  to appear in person or by proxy and vote on  matters  presented  to the
Meeting will be treated as a vote FOR all proposals  unless the holders of least
10% of the Company's  outstanding  Common Stock appear in person or by proxy and
vote AGAINST the proposal. Executed proxies that are marked "Abstain" and broker
non-votes will be counted as votes against the proposal.

      Authorization  of Name Change.  The  affirmative  vote of the holders of a
majority  of all shares of Common  Stock  entitled  to vote and  represented  in
person or by proxy at the  Meeting is required  authorize  an  amendment  to the
Company's  Certificate of Incorporation to effect a Change in the Company's name
that is (i) a negotiated  element of a business  combination  transaction of the
type  contemplated by the Plan, and (ii) communicated to all Stockholders of the
Company  as  soon  as  possible  following  the  consummation  of the  Plan.  In
conformity  with Article II, Section 11 of the Company's  amended  by-laws,  the
failure  to appear in person or by proxy and vote on  matters  presented  to the
Meeting will be treated as a vote FOR all proposals  unless the holders of least
10% of the Company's  outstanding  Common Stock appear in person or by proxy and
vote AGAINST the proposal. Executed proxies that are marked "Abstain" and broker
non-votes will be counted as votes against the

<PAGE>

proposal.

CAPSTON ASKS ALL  STOCKHOLDERS TO APPROVE EACH OF THE FOREGOING  PROPOSALS.  THE
PROXY ENCLOSED  HEREWITH WILL BE VOTED FOR EACH PROPOSAL  UNLESS THE STOCKHOLDER
SPECIFICALLY  VOTES  AGAINST ONE OR MORE  PROPOSAL OR  EXPRESSLY  ABSTAINS  FROM
VOTING.  SINCE  CAPSTON HAS PROPOSED THE PLAN AS AN  INTEGRATED  WHOLE,  CAPSTON
INTENDS TO ABANDON THE PLAN IN ITS  ENTIRETY IF ALL ELEMENTS OF THE PLAN ARE NOT
APPROVED BY THE STOCKHOLDERS.

Increase in Authorized Capitalization.

       The  authorized  capitalization  of the  Company  is  presently  fixed at
20,000,000  shares of Common Stock and 1,000,000  shares of Preferred  Stock. At
March 31,  1988,  the Company had  3,476,370  shares of Common  Stock issued and
outstanding.  Thus,  at March 31,  1988,  there  were  approximately  16,523,630
authorized  shares of Common Stock and 1,000,000  authorized shares of Preferred
Stock that were both unissued and not reserved for future issuance.

      Since the  Company's  business  plan  contemplates  the  issuance of up to
4,500,000  shares  of Common  Stock to the  current  owners  of an  unidentified
business or businesses,  and Capston believes that the Company is likely to need
substantial  additional financing in the future,  although the amount and timing
of the Company's future financing  requirements is not presently  ascertainable,
Capston  believes  that an  increase  in the  authorized  capitalization  of the
Company is desirable to facilitate the Company's  future  financing  activities.
Accordingly,  Capston proposes to increase the authorized Preferred Stock of the
Company from 1,000,000 shares to 5,000,000  shares,  and increase the authorized
Common Stock of the Company from 20,000,000 shares to 25,000,000  shares.  Under
this proposal,  the relative  rights and limitations of the holders of Preferred
and Common Stock would remain unchanged.

      The proposed increase in the authorized  capitalization of the Company has
been  recommended by Capston to assure that an adequate supply of authorized and
unissued  shares is available to finance the  acquisition  of suitable  business
opportunities  and the future growth of the Company.  In addition,  the proposed
new shares  could also be used for general  corporate  purposes,  such as future
stock dividends or stock splits.

      The issuance of additional shares of Common Stock may, among other things,
have a dilutive  effect on earnings per share and on the equity and voting power
of existing  holders of Common Stock.  Until the Board  determines  the specific
rights, preferences and limitations of any future series of Preferred Stock, the
actual  effect on the  holders of Common  Stock of the  issuance  of such shares
cannot be  ascertained.  However,  such effects  might include  restrictions  on
dividends  on the  Common  Stock if  dividends  on the  Preferred  Stock  are in
arrears,  dilution  of the voting  power of the  holders of Common  Stock to the
extent that any series of Preferred  Stock has voting  rights,  and reduction of
amounts  available on liquidation of the Company as a result of any  liquidation
preference granted to the holders of any series of Preferred Stock.

      There are no current plans or arrangements relating to the issuance of any
additional  shares of Common or Preferred  Stock proposed to be  authorized.  In
addition, the Company has no present intention to issue shares of Common or

<PAGE>

Preferred  Stock to any person in  connection  with any  acquisition  of assets,
merger,   business   combination,   exchange  of  securities  or  other  similar
transaction.  The terms of any future offering of Common or Preferred Stock will
be largely dependent on market conditions and other factors existing at the time
of issuance and sale.

      If this  proposal  is  approved  by the  stockholders,  the Board  will be
authorized to issue additional Common and/or Preferred Stock, from time to time,
within the limits authorized by the proposal without further stockholder action,
except as may otherwise be provided by law or the Articles of  Incorporation  as
to holders of Preferred  Stock.  Such additional  shares may be issued for cash,
property or services, or any combination thereof, and at such price as the Board
deems reasonable under the  circumstances.  The increase in authorized shares of
Common   Stock   and   Preferred   Stock   has   not   been   proposed   for  an
anti-takeover-related  purpose and the Board and management have no knowledge of
any  current  efforts  to obtain  control  of the  Company  or to  effect  large
accumulations of the Company's stock.  Nevertheless,  the issuance of additional
shares by the Company may potentially have an anti-takeover  effect by making it
more  difficult to obtain  stockholder  approval of various  actions,  such as a
merger or removal of management.

Stockholders Entitled to Vote and Vote Required.

      Increase  in  Common  Stock.  The  affirmative  vote of the  holders  of a
majority  of all shares of Common  Stock  entitled  to vote and  represented  in
person or by proxy at the  Meeting  will be  required  to approve  the  proposed
increase in the Company's  authorized  Common Stock.  In conformity with Article
II, Section 11 of the Company's amended by-laws, the failure to appear in person
or by proxy and vote on matters  presented  to the Meeting  will be treated as a
vote  FOR all  proposals  unless  the  holders  of  least  10% of the  Company's
outstanding  Common  Stock  appear in person  or by proxy and vote  AGAINST  the
proposal.  Executed  proxies that are marked "Abstain" and broker non-votes will
be counted as votes against the proposal.

      Increase in  Preferred  Stock.  The  affirmative  vote of the holders of a
majority  of all shares of Common  Stock  entitled  to vote and  represented  in
person or by proxy at the  Meeting  will be  required  to approve  the  proposed
increase in the Company's authorized Preferred Stock. In conformity with Article
II, Section 11 of the Company's amended by-laws, the failure to appear in person
or by proxy and vote on matters  presented  to the Meeting  will be treated as a
vote  FOR all  proposals  unless  the  holders  of  least  10% of the  Company's
outstanding  Common  Stock  appear in person  or by proxy and vote  AGAINST  the
proposal.  Executed  proxies that are marked "Abstain" and broker non-votes will
be counted as votes against the proposal.

CAPSTON ASKS ALL STOCKHOLDERS TO APPROVE THE PROPOSED INCREASES IN THE COMPANY'S
AUTHORIZED COMMON AND PREFERRED STOCK. THE PROXY ENCLOSED HEREWITH WILL BE VOTED
IN FAVOR OF BOTH PROPOSALS UNLESS THE STOCKHOLDER SPECIFICALLY VOTES AGAINST THE
PROPOSALS OR EXPRESSLY ABSTAINS FROM VOTING. SINCE CAPSTON HAS PROPOSED THE PLAN
AS AN INTEGRATED  WHOLE,  CAPSTON INTENDS TO ABANDON THE PLAN IN ITS ENTIRETY IF
ALL ELEMENTS OF THE PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

<PAGE>

                             ADDITIONAL INFORMATION

      Additional  materials  enclosed  herewith  include copies of the Company's
Annual  Report on Form 10-K for the year ended March 31, 1996, as filed with the
Securities  and Exchange  Commission  on December  31, 1996  "Exhibit A" and the
Company's  Amended By-Laws  "Exhibit B." The Form 10-K and By-Laws  incorporated
herein by this reference and all disclosures  herein relating to the Company and
its management, business and financial condition are qualified in their entirety
by reference to the Form 10-k.

     This  solicitation  is being conducted by Capston Network Company on behalf
of Webcor  Electronics,  Inc. The cost of soliciting proxies in the accompanying
form will be advanced by Capston and reimbursed by the Company if, as and when a
suitable business combination  transaction is effected. The cost of solicitation
including legal, accounting,  printing, mailing and other miscellaneous expenses
are estimated at $12,000. To date,  Capston's  out-of-pocket  expenses have been
approximately  $5,000.  There is no known  opposition  to the  solicitation.  In
addition to solicitations by mail, Directors,  officers and regular employees of
Capston  may  solicit   proxies  by  telephone,   telegram,   fax  or  personnel
solicitation.  Brokers,  nominees,  fiduciaries  and  other  custodians  will be
instructed to forward  soliciting  material to the  beneficial  owners of shares
held of  record  by them,  and such  custodians  will be  reimbursed  for  their
expenses.

     The persons  designated as proxies to vote shares at the Meeting  intend to
exercise their judgment in voting such shares on other matters that may properly
come before the  Meeting.  Capston  does not expect that any matters  other than
those  referred to in this proxy  statement  will be presented for action at the
Meeting.

<PAGE>

                      PROXY WEBCOR ELECTRONICS, INC. PROXY

             This Proxy is Solicited by Capston Network Co. for the
         Special Meeting of Stockholders to be Held on February 24, 1997

     The undersigned  hereby appoints John L. Petersen and Lisa Duncan, and each
of them, either one of whom may act without joinder of the other, each with full
power of substitution and ratification, attorneys and proxies of the undersigned
to vote all  shares  of  common  stock of  WEBCOR  ELECTRONICS,  INC.  which the
undersigned is entitled to vote at a special  meeting of Stockholders to be held
at 10:00 a.m. on Tuesday, February 24, 1997, in the Cardita Room of the Sheraton
at Sand Key 430 S. Gulfview Resort, 1160 Gulf Blvd.,  Clearwater Beach, Florida,
and at any and all adjournments thereof:

      1. FOR the ratification of all actions of Capston Network Co.  ("Capston")
         in (i) effecting a renewal,  revival and  restoration  of the Company's
         Certificate of  Incorporation;  (ii) adopting amended by-laws to govern
         the business  affairs of the Company,  and (iii) filing the reports and
         other documents  necessary to bring the Company current with respect to
         its reporting obligations under the Securities Exchange Act of 1934

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

      2. FOR the  election of Sally A. Fonner to serve as the sole member of the
         Board of Directors  until the 1998 annual Meeting of  stockholders,  or
         until her successor is elected and qualified

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

      3. PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION.

         (a) To effect a reverse split of all issued and  outstanding  shares of
             Common  Stock in the ratio of one (1) share of new Common Stock for
             each  11.5879  shares  presently  outstanding  so that  immediately
             thereafter  the Company will have a total of 300,000  shares issued
             and outstanding

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

         (b) To  increase  the  authorized   Common  Stock  of  the  Company  to
             25,000,000 shares.

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

         (c) To  increase  the  authorized  Preferred  Stock of the  Company  to
             5,000,000 shares.

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

      4. PROPOSED  COMPENSATION  SHARE  ISSUANCE.  To approve  the  issuance  of
         200,000  shares of Common  Stock to  persons  designated  by Capston as
         compensation   for   services   rendered   in   connection   with   the
         implementation of the Plan.

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

      5. TO  consider  and vote  upon a  proposal  which  will give the Board of
         Directors  authority to pay an in-kind  Finder's Fee to unrelated third
         party  finders.  who  introduce  the Company to a suitable  acquisition
         prospect.

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

      6. PROPOSED  AUTHORIZATION  OF STOCK  ISSUANCE.  To authorize the Board of
         Directors  to (i)  change  the  Company's  name  and  (ii)  issue up to
         4,500,000  shares of  Common  Stock to  unrelated  third  parties,  all
         without  prior  stockholder  approval,  in  connection  with a business
         combination transaction of the type contemplated by the Plan.

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

      7. IN their discretion Upon such other matters

<PAGE>

         which may  properly  come  before the  meeting  and any  adjournment
         thereof.

                      [ ] FOR          [ ] AGAINST       [ ] ABSTAIN

             THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
             MANNER DIRECTED HEREIN. UNLESS OTHERWISE SPECIFIED, THE
      SHARES WILL BE VOTED FOR THE DIRECTOR NOMINEE AND FOR ALL PROPOSALS.

      The undersigned hereby revokes any Proxy previously given in respect
of the Annual Meeting.


Dated: _____________________, 1997

---------------------------------------
               Signature of

Stockholder(s)Note: Signature should agree with the
                    name on stock certificate as
                    printed thereon.
                    Executors, administrators
and
                    other fiduciaries should so indicate when signing.

   [ ] I Plan to personally attend the Special Meeting of the Stockholders

               PLEASE DATE, SIGN AND RETURN THIS PROXY TO CAPSTON
                      IN THE ENCLOSED ENVELOPE. THANK YOU.