Exhibit 20.4


                              Proxy Statement -Page

                            SCHEDULE 14A INFORMATION

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

Filed by the Company          X
Filed by a Party other than the Company  _

Check the appropriate box:
|_|  Preliminary Proxy Statement
|X|  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 Company
                     (Name of Person Filing Proxy Statement)

Payment of 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:

<PAGE>

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
(the  "Company).  The Meeting  will be held on June 19, 1998 at 1:00 p.m.,  in a
posted room at the Tampa Airport Marriott of Tampa, Florida.

    As you may recall,  in a Proxy  Statement  dated  January 29, 1997,  Capston
Network  Company,  a  Delaware  corporation  sought  Stockholder  approval  of a
financial  restructuring  plan for  Webcor  that  contemplated  a 1 for  11.5879
reverse  split and the  issuance of a 90% equity  interest in the Company to the
stockholders of an  unidentified  privately-held  company.  The Plan proposed by
Capston was ultimately approved by over 96% of the Stockholders who voted on the
proposal  and  Capston  has  been  actively   seeking  a  business   combination
opportunity for the Company since March 11, 1997.

    As a  result  of  discussions  with  the  management  of  several  potential
acquisition  candidates,  Capston and its president,  Ms. Sally A. Fonner,  have
determined  that a number  of  issues  exist  that  will  make it  difficult  to
negotiate an  acceptable  business  combination  transaction.  First,  while the
meeting was held in full  compliance  with the amended by-laws that were adopted
by Capston for  purposes of the meeting,  a full 50% quorum of the  Stockholders
was not  present at the  meeting in person or by proxy and  questions  have been
raised as to whether the one-third quorum requirement of the amended by-laws was
sufficient to confirm the Plan.  Second, the Plan established an arbitrary upper
limit on the number of shares that could be issued in connection with a business
combination transaction and Capston has discovered that this "one size fits all"
approach  results in unreasonable  expectations  when  negotiating  with smaller
companies and does not provide  sufficient  flexibility  when  negotiating  with
larger companies.  Third, the reverse-split  contemplated by the Plan would have
resulted in a large number of "odd lot" Stockholders (Stockholders who own fewer
than 100 shares) who would not be counted as Stockholders of record for purposes
of determining  listing eligibility under new Nasdaq standards that were adopted
after the date of the  original  meeting.  Finally,  the Plan did not  provide a
mechanism  for the issuance of  equity-based  incentives  to the employees of an
acquisition   candidate  in  connection   with  the  completion  of  a  business
combination transaction.

    As a result of these  discussions,  Capston and Ms. Fonner have  developed a
revised plan (the "Revised  Plan") whereby the Company will be restructured as a
"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.  If this  Revised  Plan is approved by the  Stockholders  and
successfully implemented, you may be able to salvage some of the value that your
Webcor  shares once  represented,  although  there can be no assurance  that the
value of your Webcor shares will ever  increase.  In any event,  Capston and Ms.
Fonner  cannot  go  forward  with  the  Revised  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 Revised Plan will be presented to  Stockholders as
separate proposals,  the Revised Plan is an integrated whole and if all elements
of the Revised Plan are not  approved,  Capston and Ms. Fonner intend to abandon
the Revised Plan in its entirety.  The specific  matters to be considered by the
Stockholders are:

1. To ratify the actions of Capston and Ms.  Fonner in (i)  effecting a renewal,
   revival and  restoration of the Company's  Certificate of  Incorporation  and
   (ii) 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 amend the Company's  by-laws to authorize the election of a  single-member
   Board of  Directors  to serve  until  the total  stockholders'  equity of the
   Company exceeds the sum of $100,000;

<PAGE>

3. To elect Sally A.  Fonner,  the  president  of Capston,  to serve as the sole
   member  of  the  Board  of  Directors  until  the  completion  of a  business
   combination transaction of the type contemplated by the Revised Plan;

4. To consider and vote upon proposed Amendments to the Company's Certificate of
   Incorporation that will:

     (a)  Effect a reverse split of all issued and outstanding  shares of Common
          Stock in the ratio of 1 share of new  Common  Stock for each 12 shares
          presently outstanding so that immediately  thereafter the Company will
          have   approximately   300,000  shares  of  Common  Stock  issued  and
          outstanding;

     (b)  Increase  the  authorized  Common  Stock of the Company to  25,000,000
          shares;

     (c)  Increase the  authorized  Preferred  Stock of the Company to 5,000,000
          shares; and

     (d)  Authorize the Board of Directors to change the Company's  name without
          additional   Stockholder   approval  in  connection  with  a  business
          combination of the type contemplated by the Revised Plan;

5. To consider and vote upon a proposal to issue approximately 300,000 shares of
   Common  Stock to Ms.  Fonner  and other  persons  designated  by  Capston  as
   compensation for services  rendered and to be rendered in connection with the
   development  of the Plan,  the Revised Plan and the management of the Company
   pending completion of the business combination;

6. To consider  and vote upon a proposal  that 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;

7. To consider  and vote upon a proposal  that will give the Board of  Directors
   discretionary  authority to issue an indeterminate number of shares of Common
   Stock  to  unrelated  third  parties,  all  without  additional   Stockholder
   approval, in connection with a business combination transaction;

8. To consider and vote upon a proposal to adopt an Incentive Stock Plan for the
   Company; and

9. To consider and vote upon any other matters that may properly come before the
   meeting.

    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  PROXY CARD IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED
AND YOUR SHARES 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 Company
Sally A. Fonner, President

<PAGE>

                            WEBCOR ELECTRONICS, INC.
                            1612 North Osceola Avenue
                            Clearwater, Florida 33755

      NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on June 19, 1998
                                  At 1:00 P.M.

   Notice is hereby given that a Special Meeting of the Stockholders of Webcor
Electronics,  Inc., an inactive  Delaware  corporation (the "Company"),  will be
held on June 19,  1998 at 1:00  p.m.,  in a  posted  room at the  Tampa  Airport
Mariott of
Tampa, Florida, for the following purposes:

1. To ratify the actions of Capston and Ms.  Fonner in (i)  effecting a renewal,
   revival and  restoration of the Company's  Certificate of  Incorporation  and
   (ii) 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 amend the Company's  by-laws to authorize the election of a  single-member
   Board of  Directors  to serve  until  the total  stockholders'  equity of the
   Company exceeds the sum of $100,000;

3. To elect Sally A.  Fonner,  the  president  of Capston,  to serve as the sole
   member  of  the  Board  of  Directors  until  the  completion  of a  business
   combination transaction of the type contemplated by the Revised Plan;

4. To consider and vote upon proposed Amendments to the Company's Certificate of
   Incorporation that will:

     (a)  Effect a reverse split of all issued and outstanding  shares of Common
          Stock in the ratio of 1 share of new  Common  Stock for each 12 shares
          presently outstanding so that immediately  thereafter the Company will
          have   approximately   300,000  shares  of  Common  Stock  issued  and
          outstanding;

     (b)  Increase  the  authorized  Common  Stock of the Company to  25,000,000
          shares;

     (c)  Increase the  authorized  Preferred  Stock of the Company to 5,000,000
          shares; and

     (d)  Authorize the Board of Directors to change the Company's  name without
          additional   Stockholder   approval  in  connection  with  a  business
          combination of the type contemplated by the Revised Plan;

5. To consider and vote upon a proposal to issue approximately 300,000 shares of
   Common  Stock to Ms.  Fonner  and other  persons  designated  by  Capston  as
   compensation for services  rendered and to be rendered in connection with the
   development  of the  Plan and the  Revised  Plan  and the  management  of the
   Company pending completion of the business combination;

6. To consider  and vote upon a proposal  that 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;

7. To consider  and vote upon a proposal  that will give the Board of  Directors
   discretionary  authority to issue an indeterminate number of shares of Common
   Stock  to  unrelated  third  parties,  all  without  additional   Stockholder
   approval, in connection with a business combination transaction;

8. To consider and vote upon a proposal to adopt an Incentive Stock Plan for the
   Company; and

9. To consider and vote upon any other matters that may properly come before the
   meeting.

<PAGE>

    A record of Stockholders has been taken as of the close of business on March
30, 1998, and only persons who were  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 April 6, 1998, and may be inspected during normal business
hours  prior to the Meeting at the offices of the  Company,  1612 North  Osceola
Avenue, Clearwater, Florida 33755.

    If you do not expect to attend the Meeting,  please mark your vote, sign and
date the enclosed Proxy Card and return it promptly in the stamped envelope that
has been  enclosed for your  convenience.  The prompt return of Proxy Cards will
ensure  the  presence  of a quorum  and save  Capston  the  expense  of  further
solicitation.

Clearwater, Florida                     By Order of Capston
Network Company
________, 1998                          Sally A. Fonner,
President

<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 April 3,
1998, in connection with the solicitation by Capston Network Company, a Delaware
corporation  ("Capston"),  of  proxies  to be  voted  at a  Special  Meeting  of
Stockholders  (the  "Meeting")  to be held on June 19,  1998 at 1:00 p.m.,  in a
posted  room at the  Tampa  Airport  Marriott  of  Tampa,  Florida,,  and at any
adjournment  thereof.  The Meeting has been called by Capston and its  president
Ms. Sally A. Fonner for the purpose of  considering  a plan  proposed by Capston
and Ms. Fonner (the "Revised  Plan") whereby the Company will be restructured as
a "public shell" for the purpose of effecting a business combination transaction
with a suitable privately-held company.

Introductory Note

    In a Proxy  Statement  dated January 29, 1997,  Capston  sought  Stockholder
approval of a financial  restructuring plan for Webcor that contemplated a 1 for
11.57879  reverse split and the issuance of a 90% equity interest in the Company
to the stockholders of an unidentified privately-held company. The Plan proposed
by  Capston  was  considered  at a meeting  of the  stockholders  held in Tampa,
Florida on March 10, 1997 and ultimately  approved by  approximately  96% of the
Stockholders  who voted on the  plan.  As a result,  Capston  has been  actively
seeking a business combination opportunity for the Company since March 11, 1997.

    As a  result  of  discussions  with  the  management  of  several  potential
acquisition candidates,  Capston and Ms. Fonner have determined that a number of
issues exist that will make it difficult  to  negotiate an  acceptable  business
combination  transaction.  First,  while the meeting was held in full compliance
with the  amended  by-laws  that were  adopted by Capston  for  purposes  of the
meeting, a full 50% quorum of the Stockholders was not present at the meeting in
person or by proxy and  questions  have been raised as to whether the  one-third
quorum  requirement  of the amended  by-laws was sufficient to confirm the Plan.
Second,  the Plan  established an arbitrary  upper limit on the number of shares
that could be issued in connection with a business  combination  transaction and
Capston  has  discovered  that this "one size  fits  all"  approach  results  in
unreasonable  expectations  when negotiating with smaller companies and does not
provide  sufficient  flexibility when negotiating with larger companies.  Third,
the reverse-split contemplated by the Plan would have resulted in a large number
of "odd lot" Stockholders (Stockholders who own fewer than 100 shares) who would
not be counted as  Stockholders  of record for purposes of  determining  listing
eligibility  under new Nasdaq  standards that were adopted after the date of the
original meeting. Finally, the Plan did not provide a mechanism for the issuance
of  equity-based  incentives  to the  employees of an  acquisition  candidate in
connection with the completion of a business combination transaction.

    As a result of these  discussions,  Capston and Ms. Fonner have  developed a
revised plan (the "Revised  Plan") whereby the Company will be restructured as a
"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.  If this  Revised  Plan is approved by the  Stockholders  and
successfully implemented, you may be able to salvage some of the value that your
Webcor  shares once  represented,  although  there can be no assurance  that the
value of your Webcor shares will ever  increase.  In any event,  Capston and Ms.
Fonner  cannot  go  forward  with  the  Revised  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.

Voting and Procedural Matters

    Michael  Weber  and Yanie  Dubouchage  have  been  selected  to serve as the
designated  proxies for the  meeting.  Mr. Weber is a Tampa Bay attorney who has
worked with Capston and Ms. Fonner in connection with certain  business  matters
and Ms. Dubouchage is

<PAGE>

Ms. Fonner's personal assistant.

    With  respect  to  proposals  1 through  7,  Proxies  will be voted  only in
accordance with the directions  specified thereon. If any additional matters are
properly  brought before the meeting,  Proxies will be voted in accordance  with
the judgment of the Mr. Weber and Ms. Dubouchage.  To avoid potential  conflicts
of  interest,  Capston  and Ms.  Fonner do not  intend  to bring any  additional
matters before the meeting.

    Any Proxy on which no  direction  is  specified  will be voted:  (i) for the
ratification  of Capston's  actions in restoring  the Company's  Certificate  of
Incorporation and filing the Company's  required reports with the Securities and
Exchange  Commission  (the  "SEC"),  (ii)  for  the  proposed  amendment  to the
Company's  by-laws to permit the election of a single-member  Board of Directors
(iii) for the  election of Sally A. Fonner to serve as sole  director  until the
completion of a business combination transaction of the type contemplated by the
Revised Plan; (iv) for the proposed  Amendments to the Company's  Certificate of
Incorporation; (v) for ratification of a proposal to issue approximately 300,000
shares of Common Stock to Ms. Fonner and other persons  designated by Capston as
compensation  for  services  rendered  and  to be  rendered  in  connection  the
development  of the Plan,  the Revised  Plan and the  management  of the Company
pending completion of the business  combination;  (vi) for the ratification of 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,  (vii) for the  ratification of a proposal that
will  give  the  Board  of  Directors   discretionary   authority  to  issue  an
indeterminate  number of shares of Common  Stock to unrelated  third  parties in
connection with a business  combination  transaction of the type contemplated by
the Revised Plan;  (viii) for the proposal to adopt an Incentive  Stock Plan for
the Company;  and (ix) in the  discretion of such  Proxies,  for or against such
other matters as may properly come before the meeting.  A Stockholder may revoke
a proxy by delivering to Capston  written  notice of  revocation,  delivering to
Capston a signed proxy of a later date or appearing at the Meeting and voting in
person.

    As of January 30, 1998, after adjusting for 481,014 shares of treasury stock
held by the  Company,  there  were  issued,  outstanding  and  entitled  to vote
3,476,370  shares of the Company's  common stock,  par value $.01 per share (the
"Common  Stock").  According to American  Stock  Transfer & Trust  Company,  the
transfer  agent for the  Company's  Common Stock,  there are 831 record  holders
entitled to vote at the meeting.  Each share of Common Stock entitles the holder
to one vote on each matter presented for consideration by the Stockholders. With
the exception of Capston,  no Stockholder  has indicated a  pre-approval  of the
proposals described in this Proxy Statement.

    The proxy card provides space for a shareholder  to withhold  voting for the
nominee for the Board of Directors or to abstain from voting for any proposal if
the shareholder  chooses to do so. The proposed amendments to the Certificate of
Incorporation  will  require  the  affirmative  vote of a majority of the shares
represented  at the meeting in person or by proxy.  For purposes of  determining
the  number  of votes  cast  with  respect  to the  proposed  amendments  to the
Certificate of Incorporation,  abstentions will be counted as votes cast against
the proposals and broker  non-votes will be excluded from the  tabulation.  Each
other matter to be submitted to the  shareholders  requires the affirmative vote
of a majority of the votes cast at the meeting.  For purposes of determining the
number of votes cast with  respect to any other voting  matter,  only those cast
"for" or "against" a proposal will be included in the tabulation.

                             CONDUCT OF THE MEETING

    The  required  quorum for the  transaction  of  business at the meeting is a
majority of the issued and outstanding stock of the Company, or 1,738,186 shares
(the  "Quorum").  Since Delaware law requires that amendments to a corporation's
articles of incorporation be proposed by the board of directors and then

<PAGE>

submitted to the  Stockholders  for  approval,  Ms.  Fonner  intends to call the
Meeting to order,  determine  whether a Quorum is present,  and then  request an
immediate  vote on (i) the  ratification  of Capston's  actions in restoring the
Company's Certificate of Incorporation and filing the Company's required reports
with the SEC,  (ii) the proposed  amendment to the  Company's  by-laws that will
authorize  the election of a  single-member  Board of  Directors,  and (iii) the
election  of Ms.  Fonner to serve as the sole member of the  Company's  Board of
Directors  until the  completion  of a business  combination  transaction.  If a
Quorum is present at the Meeting and if Ms.  Fonner is elected by the  requisite
Stockholder  vote, the Meeting will be adjourned for a brief period,  Ms. Fonner
will assume her  position  as the sole  director  of the  Company,  the Board of
Directors  will  then  consider  the  Revised  Plan,  recommend  the  amendments
described  herein to the Stockholders and the Meeting will be reconvened for the
purpose of considering and voting on the other proposals set forth herein.  If a
Quorum is not present,  the Meeting may be adjourned  for one or more periods of
up to 30 days to permit the solicitation of additional  proxies.  If Capston and
Ms. Fonner are unable to obtain sufficient proxies to constitute a Quorum, or if
a Quorum is present and Ms. Fonner is not elected by the  requisite  Stockholder
vote,  then Capston and Ms. Fonner will report the results of the Meeting to the
SEC and abandon all further efforts on behalf of the Company.

                            SPECIAL INSTRUCTIONS FOR
                 BROKERAGE FIRMS, CUSTODIANS AND OTHER NOMINEES.

    In  connection  with  this  Proxy  Solicitation,   Capston  has  made  every
reasonable  effort to  ascertain  the  identities  and mailing  addresses of the
beneficial  owners of  shares of the  Company's  Common  Stock  that are held of
record in "street  name" or other  custodial  accounts.  With the  assistance of
American  Stock Transfer and Trust Co.,  Depository  Trust Company and ADP Proxy
Services, all worthless securities positions have been restored to the brokerage
firms and other  custodians who originally  held shares of the Company's  Common
Stock on behalf of clients. Nevertheless,  past experience has demonstrated that
brokerage  firms and  custodians  are not always  able to readily  identify  and
communicate with beneficial  owners of securities that were written off in prior
years.

Based on a review of the SEC's Proxy  Regulations,  and  discussions  with legal
counsel,  DTC, ADP and the Proxy  Departments of several large brokerage  firms,
Ms. Fonner has concluded that the most appropriate response from brokerage firms
and other  custodians  who hold  shares of the  Company's  Common  Stock for the
accounts of  unidentified  or  non-locatable  clients will be to appear by Proxy
with  respect  to all  shares  held of  record,  and to  submit a formal  broker
non-vote  for any  shares  of Common  Stock  that are held for the  accounts  of
unidentified or non-locatable clients. By following this procedure,  Capston and
Ms. Fonner believe that (i) the meeting will be less likely to fail because of a
lack of a Quorum, (ii) brokerage firms and other custodians will not be required
to exercise any authority on behalf of  unidentified or  non-locatable  clients,
and (iii) the ultimate  decision making  authority with respect to the proposals
set forth herein will be vested in a majority of the  identifiable and locatable
owners of the  Company's  Common Stock who receive  actual notice of the Meeting
and vote on the proposals set forth herein.

BROKERAGE  FIRMS AND OTHER  CUSTODIANS ARE URGED TO APPEAR BY PROXY WITH RESPECT
TO ALL SHARES OF THE COMPANY'S COMMON STOCK THAT ARE HELD OF RECORD BY THEM, BUT
TO SUBMIT A FORMAL BROKER NON-VOTE FOR ANY SHARES OF THE COMPANY'S  COMMON STOCK
THAT ARE HELD FOR THE  ACCOUNT OF  UNIDENTIFIED  OR  UNLOCATABLE  CLIENTS.  THIS
ACTION WILL HELP ASSURE THE PRESENCE OF A QUORUM AND VEST THE ULTIMATE  DECISION
MAKING  AUTHORITY IN THOSE HOLDERS OF COMMON STOCK WHO RECEIVE  ACTUAL NOTICE OF
THE MEETING AND VOTE WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN.

                        BACKGROUND INFORMATION ON WEBCOR

    The Company was incorporated on December 3, 1971 under the

<PAGE>

laws of the State of Delaware. The Company's business consisted of manufacturing
and selling cordless telephones,  telephone  accessories,  electronic scales and
calculators.  The Company  conducted  an initial  public  offering of its Common
Stock in May,  1982  pursuant  to a Form S-1  registration  Statement  under the
Securities Act of 1933 (the "Securities  Act") and  concurrently  registered its
Common Stock under  Section  12(g) of the  Securities  Exchange Act of 1934 (the
"Exchange Act").

    After pursuing its business for several years, the Company 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 (Brooklyn) and designated as Case No. 89-10328. On October 16, 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 and the
trustee  was  discharged.  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 October,  1990. The Company has been totally inactive
since November 13, 1996.

    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 reporting  company under the
Exchange Act but was seriously delinquent in its SEC reporting obligations.

    Acting in its capacity as a  Stockholder  of the Company,  and without first
receiving any consent,  approval or authorization of any other  stockholder,  or
any former  officer or  director  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  (the
"GCLD").  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 and Ms. Fonner determined that
the only debt of the  Company  that was  "secured  or  imposed  by its  original
certificate"  was the  obligation  of the  Company  to pay its  Delaware  taxes.
Therefore,  Capston  paid past due  franchise  taxes of $450.00 on behalf of the
Company and Ms. Fonner then filed a Certificate of Renewal,  Revival,  Extension
and  Restoration  of  the  Company's  Certificate  of  Incorporation  under  the
authority granted by Section 312(h). 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.

    After restoring the Company's Certificate of Incorporation, Capston retained
the  accounting  firm  of Want &  Ender,  CPAs,  to  prepare  audited  financial
statements  for the Company and then filed with the SEC an omnibus Annual Report
on Form 10-K in order to bring the Company current with respect to its reporting
obligations  under the Exchange  Act.  Since then,  Capston and Ms.  Fonner have
filed with the SEC all quarterly and other reports  required by SEC  regulations
and as a result,  the  Company is now  current  with  respect  to its  reporting
obligations. under the Exchange Act.

    The foregoing actions have been taken by Capston,  acting in its capacity as
a stockholder, and by Ms. Fonner, acting in her

<PAGE>

capacity  as the sole  stockholder,  officer and  director  of Capston,  for the
express  purpose of calling and holding a meeting of the Company's  stockholders
in conformity with the  requirements of Section 312(h) of the GCLD.  Capston and
Ms.  Fonner have not assumed  general  authority to act on behalf of the Company
and have taken no actions that are not required by statute,  rule or  regulatory
authority to be taken prior to the Meeting. As a result,  Capston and Ms. Fonner
have voluntarily assumed statutory liability under the GCLD and the Exchange Act
and, accordingly, must at all times comply with the obligations imposed thereby.
These obligations include,  among others, the duty to act in a manner that is in
or not opposed to the best  interest of the  Stockholders,  to file with the SEC
the periodic and other reports required under Section 12 of the Exchange Act and
to make timely,  full and fair  disclosure of all material facts. In the event a
Quorum is not present at the  meeting,  or the  stockholders  reject the Revised
Plan, then Capston and Ms. Fonner intend to withdraw the Certificate of Renewal,
Revival,   Extension   and   Restoration   of  the  Company's   Certificate   of
Incorporation,  file with the SEC a Current  Report on Form 8-K  describing  the
results  of the  Meeting  and take no further  action on behalf of the  Company,
thereby  restoring  the  status quo as it existed  prior to  restoration  of the
Company's Certificate of Incorporation.

     The National Quotation Bureau reported that on October 15, 1996 there was a
closing ask of .10,  with no closing bid.  Even though the  Company's  stock has
been continuously listed on the over NASD's Electronic Bulletin Board, there was
no  significant  market  activity.  Although since the updating of the Company's
records and last proxy, trading activity has been light, sporadic and irregular.
On February 9, 1998,  according to Bloomberg  there were four market makers with
the highest closing $.06 bid and highest asking bid of $.42 asked.

                        BACKGROUND INFORMATION ON CAPSTON

    Capston was incorporated in the State of Delaware on May 6, 1996 to serve as
a corporate vehicle for the proposed business  activities of Ms. Sally A. Fonner
in the restoration and marketing defunct  publicly-held  corporations,  commonly
known as shells.  Before proceeding with the organization of Capston, Ms. Fonner
and her  professional  advisors spent several months  researching the subject of
public shells in general and the numerous  problematic  business  practices that
ordinarily  make  public  shells an  unattractive  alternative  for  established
companies  that  want to create a public  market  for  their  securities.  After
completing  this  research and  thoroughly  evaluating  her options,  Ms. Fonner
concluded that it would be possible to develop a business structure and strategy
for  defunct  public  companies  that  would  provide  suitable   privately-held
companies with a reasonable  alternative to the more traditional  initial public
offering,  or "IPO,"  provide the  shareholders  of a public  shell a reasonable
opportunity  to  realize  some  value  from  their  investment,  and  provide  a
reasonable  profit to Capston in light of the  liabilities and risks assumed and
the effort and costs to be expended.  Capston was then organized for the purpose
of effecting Ms. Fonner's  business plan and this Proxy  Statement  embodies the
business structure and strategy developed by Capston and Ms. Fonner.

    Ms. Fonner  presently  serves as the sole director of Arnox  Corporation and
Bio-Response,  Inc. Each of these  companies is a  publicly-held  shell that has
been  re-activated  by Capston and Ms.  Fonner  within the  preceding  18 months
pursuant  to a plan  of  reorganization  that is  similar  to the  Revised  Plan
described  in this Proxy  Statement.  In addition,  Capston and Ms.  Fonner have
filed a substantially identical proxy statement for Marci International Imports,
Inc. and anticipate that the meeting of Marci's  stockholders  will be conducted
on the same date and at the same  place the  meeting of  Webcor's  stockholders,
although such meetings will be held at different  times.  Moreover,  Capston and
Ms. Fonner intend to file substantially  identical proxy statements for up to 12
additional  companies  within the next 12  months.  While  Capston  is  actively
negotiating proposed business combination agreements for Arnox and Bio-Response,
and evaluating several potential acquisitions for Marci and Webcor, none of the

<PAGE>

pending transactions has closed at the date of this Proxy Statement, none of the
potential transactions is probable at the date of this proxy statement and there
can be no  assurance  that one or more of these  companies  will not  ultimately
compete with the Company for a business opportunity.

    To avoid the  conflicts of interest  inherent in the  management of multiple
shell companies,  Capston and Ms. Fonner intend to take an "inventory  approach"
to  marketing.  In general,  Capston and Ms.  Fonner will not actively  seek out
potential business  combination  candidates for a particular shell.  Instead, it
will represent  within its financial  industry  subgroup that it has a number of
shells  available  for suitable  companies  and then wait for a brokerage  firm,
finder or other  consultant  to  initiate  discussions  relating  to a  specific
private   company.   When  Capston   receives  an  inquiry  from  an  authorized
representative  of a private  company,  it will first  request  preliminary  due
diligence information,  including a detailed business plan, financial statements
and financial projections. If the preliminary information shows that the private
company  does  not  meet  Capston's  minimum  business  activity  and net  worth
standards,  discussions will terminate at that level. If, on the other hand, the
preliminary due diligence information establishes the suitability of the private
company,  then  discussions  will  proceed to the next level  where the  private
company will provide complete due diligence  information to Capston, and Capston
will provide  complete due diligence  information on all available shells to the
private  company.  Assuming that both sides are satisfied  with the  information
provided  by the  other,  discussions  will then move  from the  general  to the
specific,  the private  company  will select the shell best suited to its needs,
and negotiations will proceed to deal terms and documentation issues.

    While the inventory approach described above will minimize the potential for
conflicts of interest, it may increase the risk that due diligence or bankruptcy
issues  will make one shell  managed by Capston and Ms.  Fonner less  attractive
than another in the eyes of a potential  business  combination  partner.  To the
extent  that  a  potential   business   combination   partner's   due  diligence
investigations  uncover an unresolved  legal problem or other technical  defect,
Capston and Ms.  Fonner will use  reasonable  commercial  efforts to correct the
problem or defect. There can be no assurance, however, that such efforts will be
successful or that a potential business combination partner will ever select the
Company.  If Capston  and Ms.  Fonner  conclude  that such  problem or defect is
incurable, then they may elect to abandon the Company, de-register the Company's
Common Stock by filing a Form 15 with the SEC  describing the problem or defect,
dissolve the Company in accordance  with the GCLD and take no further  action on
behalf of the Company.

    Since the Company has no material assets or liabilities,  no operating staff
and no  intrinsic  value other than its status as a reporting  issuer  under the
Exchange Act, the Revised Plan contemplates  triangular  arrangement between the
Company,  Capston and Ms. Fonner.  Under this  arrangement,  Ms. Fonner,  in her
individual  capacity,  will assume all of the powers and responsibilities of the
Company's  board of  directors,  and  accept  the  fiduciary  duties  imposed on
directors  by the GCLD.  Concurrently,  the  Company  will  enter into a project
management  agreement  with  Capston  (the "PMA")  that (i)  retains  Capston to
conduct the ministerial accounting and administrative  functions associated with
maintaining the Company's  status as a reporting  issuer under the Exchange Act,
(ii) authorizes Capston to locate and negotiate a business combination agreement
with a suitable  privately held company,  (iii) obligates Capston to pay, at its
sole risk,  the costs and expenses  associated  with  maintaining  the Company's
status as a reporting issuer and locating and investigating business combination
opportunities,  and (iv) provides Capston, Ms. Fonner and their consultants with
a substantial  interest in any economic  gains that may arise from their efforts
on behalf of the Company.

    While  Capston  will  be  employed  to  perform  a  variety  of  ministerial
administrative and management functions on behalf of the Company, it will not be
authorized  to bind the  Company.  Instead,  all  management  functions  will be
delegated to Ms. Fonner

<PAGE>

who, acting in her fiduciary capacity as the sole director of the Company,  will
have  the  ultimate  right  and  responsibility  to  faithfully   discharge  the
obligations of management and to accept or reject business combination proposals
on behalf of the Company.  Therefore, while the Stockholders of the Company will
have limited recourse to Capston under the PMA, they will be afforded all of the
protections provided by the GCLD.

     In  general,  Ms.  Fonner  will be  accountable  to the  Stockholders  as a
fiduciary and consequently  must exercise the utmost good faith and integrity in
handling the Company's affairs.  Notwithstanding the foregoing,  Article Nine of
the Company's Certificate of Incorporation is intended to take full advantage of
the  enabling  provisions  of the GCLD with  respect to  limiting  the  personal
liability of its  officers,  directors,  employees and agents.  The  Certificate
provides  that the Company may  indemnify any and all persons whom it shall have
power to indemnify  from and against any and all expenses,  liabilities or other
matters referred to or covered by Section 145 of the GCLD. Thus, the Company may
be prevented from recovering  damages for certain alleged errors or omissions by
the Ms. Fonner. Under the Company's by-laws,  indemnification  payments may only
be made upon a determination that the indemnified person acted in good faith and
in a manner  such  person  reasonably  believed to be in, or not opposed to, the
best interests of the Company and, with respect to a criminal proceeding, had no
reasonable cause to believe such conduct was unlawful.  Such determination shall
be  made  (i) by a  majority  of the  disinterested  members  of  the  Board  of
Directors,  (ii) by independent legal counsel in a written opinion,  or (iii) by
the  Stockholders.  It is the  position  of the SEC  that  exculpation  from and
indemnification  for liabilities  arising under the Federal  securities laws and
the rules and  regulations  thereunder  is against  public  policy and therefore
unenforceable

                      DESCRIPTION OF PLAN OF REORGANIZATION
                             AND PROPOSED OPERATIONS

    While  the  Company  has  no  assets,  liabilities,  management  or  ongoing
operations and has not engaged in any business  activities  since February 1990,
Capston and Ms. Fonner believe that it may be possible to recover some value for
the  Stockholders  through the  adoption  and  implementation  of a Revised Plan
whereby the Company will be  restructured as a "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  (a  "Target
Company").  Notwithstanding  the foregoing,  there can be no assurances that the
Revised Plan will be approved by the Stockholders,  successfully implemented, or
that your Webcor shares will ever increase in value.

    Capston and Ms.  Fonner  believe the Company  will offer  owners of a Target
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 and Ms. Fonner are not aware
of any empirical  statistical data that would independently  confirm or quantify
their beliefs concerning the perceived value of acquisition  transaction for the
owners of a Target  Company.  The owners of any Target  Company  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  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 Revised  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 Revised Plan are sometimes
referred to as a "blind pool" because Stockholders will not ordinarily have

<PAGE>

an opportunity to analyze the various  business  opportunities  presented to the
Board of  Directors  by Capston,  or to approve or  disapprove  the terms of any
business  combination  transaction  that  may be  negotiated  on  behalf  of the
Company. Consequently, the Company's potential success will be heavily dependent
on the efforts and abilities of Capston,  Ms. Fonner and their consultants,  who
will have  virtually  unlimited  discretion in searching  for,  negotiating  and
entering into a business combination transaction.  Capston, Ms. Fonner and their
consultants have had limited experience in the proposed business of the Company.
Although  Capston and Ms. Fonner  believe that the Company will be able to enter
into a business  combination  transaction within 12 months after the approval of
the Revised Plan 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.

    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 and Ms. Fonner anticipate 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 Revised 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  complete  lack  of  financial,
managerial and other resources,  Capston and Ms. Fonner believe 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.

    Capston and Ms. Fonner  anticipate  that the  selection of a Target  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  and Ms.  Fonner  believe  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  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.

    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 as 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.

    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  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

<PAGE>

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.

    While the business combination transaction  contemplated by the Revised Plan
may be structured as a merger or  consolidation,  Capston and Ms. Fonner believe
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 the issuance
of an indeterminate number of shares of Common Stock to the owners of the Target
Company.

    Although  Capston,  Ms. Fonner and their  consultants have general business,
finance and acquisition  experience,  Stockholders should be aware that Capston,
Ms. Fonner and their  consultants  have limited  experience in the area of shell
mergers and are not expected to have any significant experience in operating any
business that the Company might choose to acquire. Accordingly, the Company will
be required to retain outside  professionals to assist it initially in assessing
the merits and risks of any proposed  acquisition,  negotiating the terms of any
business  combination  agreements  and 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.

Summary Description of Revised Plan

    At the date of this Proxy  Statement,  the Company has  3,476,370  shares of
Common Stock issued and  outstanding.  Since Capston and Ms. Fonner believe that
(i) the owners of a Target Company will  ordinarily want to control at least 80%
of the  Company's  Common Stock upon the  completion  of a business  combination
transaction,  and (ii) an ultimate  capitalization in the 3,000,000 to 7,000,000
share range is ideal for a small public company,  Capston and Ms. Fonner believe
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 1 for 12 reverse  split.  Capston and Ms.  Fonner  believe 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  entity,  and reduce the market  volatility  of the Common
Stock of the combined  entity.  These factors,  in turn, are expected to enhance
the overall  perception  of the Common Stock among  institutional  investors and
brokerage firms and enhance the combined  entity's  ability to raise  additional
equity capital. Accordingly, Capston and Ms. Fonner will ask the Stockholders to
approve a proposed reverse split of all issued and outstanding  shares of Common
Stock in the ratio of 1 share of new Common  Stock for each 12 shares  presently
outstanding so that immediately  thereafter the Company will have  approximately
300,000 shares issued and outstanding.

    No fractional shares will be issuable in conjunction with the proposed 1 for
12 reverse  split and all  calculations  that would  result in the issuance of a
fractional  share  will be  rounded  up to the next  highest  whole  number.  In
addition,  no Stockholder who owned at least 100 shares of the Company's  Common
Stock on both January 20, 1998, the original Record Date for the Meeting, and on
March 30, 1998,  the final Record Date for the Meeting,  will receive fewer than
100  shares  as a  result  of  the  proposed  1 for 12  reverse  split  and  all
calculations  that would result in the issuance of fewer than 100 shares to such
a Stockholder will be rounded up to 100 shares.

    Capston and Ms.  Fonner have  developed  the rounding  procedures  described
above for the express purpose of maximizing the number

<PAGE>

of "round lot"  stockholders,  meaning  stockholders who own 100 or more shares.
The  underlying  reasons for  maximizing  the number of round lot holders are as
follows.  First,  it will be difficult  and expensive for a holder of fewer than
100 shares to sell his shares, particularly in the small-cap markets. Second, it
will be expensive for the Company to communicate  with holders of fewer than 100
shares. Third, the Nasdaq market and other regional and national stock exchanges
require between 300 and 2,500 round lot stockholders as a condition precedent to
listing.  Finally,  if the Company were to effect a reverse  split without using
the rounding procedures described above, there would be fewer than 200 round lot
holders of record,  thereby  making the Company less  attractive  to a potential
acquisition candidate. While the provisions relating to the rounding-up of stock
positions to a minimum of 100 shares will result in a  disproportionate  benefit
to the  holders of more than 100 but fewer than  1,200  shares of Common  Stock,
these  provisions  will also  maximize  the number of  "round-lot"  holders  and
facilitate  the  subsequent  efforts  of a Target  Company to obtain a Nasdaq or
Exchange  listing.  Therefore,  Capston and Ms. Fonner believe that the rounding
procedures are reasonable under the circumstances.

    THE REVERSE SPLIT PROCEDURES PROPOSED BY CAPSTON AND MS. FONNER DO NOT TREAT
ALL STOCKHOLDERS  EQUALLY AND ARE INHERENTLY UNFAIR.  WHILE THESE PROCEDURES ARE
INTENDED  TO  MAXIMIZE  THE NUMBER OF "ROUND LOT"  STOCKHOLDERS  AND  FACILITATE
FUTURE  EFFORTS TO HAVE THE  COMPANY'S  COMMON  STOCK  LISTED FOR TRADING ON THE
NASDAQ SYSTEM OR AN APPROPRIATE  REGIONAL OR NATIONAL STOCK EXCHANGE,  THERE CAN
BE NO ASSURANCE  THAT THE COMPANY  WILL EVER QUALIFY FOR SUCH A LISTING.  IF THE
COMPANY IS ABLE TO CONCLUDE A BUSINESS  COMBINATION OF THE TYPE  CONTEMPLATED BY
THE REVISED  PLAN,  STOCKHOLDERS  WHO OWN FEWER THAN 1,200  SHARES OF STOCK WILL
RECEIVE A GREATER PER SHARE  BENEFIT THAN  STOCKHOLDERS  WHO OWN MORE THAN 1,200
SHARES.  NOTWITHSTANDING THE FOREGOING,  CAPSTON AND MS. FONNER BELIEVE THAT THE
ADVANTAGES  TO THE COMPANY OF HAVING A LARGE NUMBER OF "ROUND LOT"  STOCKHOLDERS
JUSTIFIES  THE  INEQUITABLE  AND  DISPROPORTIONATE  BENEFIT TO BE DERIVED BY THE
COMPANY'S SMALL STOCKHOLDERS AT THE EXPENSE OF THE COMPANY'S LARGE STOCKHOLDERS.

     After reducing the number of outstanding  shares to approximately  300,000,
the Revised Plan  contemplates (i) the issuance of an equal number of additional
shares to Capston; (ii) the issuance of an indeterminate number of shares to the
owners of a Target Company  (although it is  anticipated  that such persons will
ordinarily  want to  control  at least 80% of the  Company's  Common  Stock upon
completion  of  a  business  combination  transaction);  (iii)  the  payment  of
third-party  finders'  fees of up to 5% of the  number of  shares  issued to the
owners of the Target  Company;  and (iv) a change in the  Company's  name to one
selected by management of the Target Company.

    The  determination of the number of shares to be issued in connection with a
business  combination  transaction  is not an exact  science and entails a great
deal  of  subjective  business  judgment.  In  arriving  at an  optimal  capital
structure for a business  combination  transaction,  Capston and Ms. Fonner will
ordinarily evaluate the strengths, weaknesses and growth potential of the Target
Company against similarly  situated  publicly-held  companies in the same market
segment.  Based on this  analysis,  Capston and Ms.  Fonner will then attempt to
estimate the stabilized market capitalization that the Target Company can expect
to achieve under reasonably foreseeable  circumstances.  This value will then be
risk  weighted  by an  appropriate  factor and used to  determine  the number of
shares  that  can be  issued  by the  Company  if the  goal is to reach a target
stabilized  stock price of $5 to $10 per share.  In the case of a Target Company
that can  only  reasonably  expect a  stabilized  market  capitalization  of $10
million  to $15  million,  the  number of shares  issuable  to the owners of the
Target Company will be much smaller than would be the case if the Target Company
could reasonably expect a stabilized market capitalization of $50 million to $75
million,  or more.  In any  event,  Capston  does  not  intend  to enter  into a
transaction  where it expects the stabilized market price of the Common Stock to
be less than $5 per share. There can be no assurance,  however, that Capston and
Ms. Fonner will be successful in meeting this performance

<PAGE>

benchmark,  that its subjective  business judgments will prove to be accurate or
that its estimate of the stabilized market  capitalization that a Target Company
can expect to achieve will prove to be reasonable.

    The  following  table  reflects  the  potential  ownership  of the  Existing
Stockholders, Capston, the Target Company and the Finders under several possible
business combination scenarios:

                            POTENTIAL DILUTION TABLE
<TABLE>
<CAPTION>

                                  80% to                90% to                95% to
                                 Target Co.            Target Co.            Target Co.
                               Stockholders           Stockholders          Stockholders
                               Shares Percent        Shares Percent        Shares Percent

<S>                            <C>       <C>         <C>       <C>         <C>       <C>
Existing Stockholders (est.)   300,000   9.62%       300,000   4.82%       300,000   2.39%
Capston (est.)                 300,000   9.62%       300,000   4.82%       300,000   2.39%
Target Company Stockholders  2,400,000  76.92%     5,400,000  86.75%    11,400,000  90.69%
Finders                        120,000   3.85%       225,000   3.61%       570,000   4.53%
Total                        3,120,000 100.00%     6,225,000 100.00%    12,570,000 100.00%
</TABLE>

    The  potential  business  combination  scenarios  set  forth  above are only
intended to serve as examples of the range of business combination  transactions
will be  permissible  under the Revised  Plan and it is possible  that the final
terms of a business  combination may fall outside of the range presented.  Since
Capston and Ms. Fonner have not yet  identified a Target  Company,  or commenced
any  discussions or negotiations  with the owners  thereof,  it is impossible to
predict the ultimate  structure of a future business  combination or to quantify
the  final  interest  of  the  Existing  Stockholders  in the  combined  entity.
Notwithstanding  the foregoing,  Capston's  interest in the combined entity will
remain approximately equal to the interest of the Existing Stockholders and such
interest may not be increased to the disadvantage of the Existing Stockholders.

Acquisition Opportunities

    In implementing a 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  existing  Stockholders  of the
Company  will  only  own a  small  minority  interest  in the  combined  entity.
Moreover, in connection with 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  existing  Stockholders.  Capston does not
intend to obtain the approval of the existing Stockholders prior to consummating
any  acquisition  or business  combination  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
combination  transaction,  although it is expected  that they will  subsequently
sell part or all of such shares in open-market transactions.

    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  resale into any trading market that may develop
may have a  depressive  effect  on such  market.  While  the  actual  terms of a
transaction to which the Company may become 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 or 351 of the
Internal  Revenue Code of 1986, as amended (the "Code").  In order to obtain tax
free treatment under the Code, it will ordinarily be necessary for the owners of
the acquired business to own 80% or more of the

<PAGE>

voting stock of the surviving entity.  In such event, the existing  Stockholders
of the Company would retain less than 10% the outstanding shares of the combined
entity. See "Potential  Dilution Table," above. 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  may meet  personally with
management  and key personnel,  visit and inspect  material  facilities,  obtain
independent analysis or verification of certain information provided,  check the
references  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 a
particular  business  opportunity  will depend on the nature of the opportunity,
the  respective  needs and  desires  of the  Company  and other  parties  to the
proposed  transaction,  and the relative negotiating strength of the Company and
such other parties.

     With  respect to any  business  combination  negotiations,  Capston and Ms.
Fonner will  ordinarily  focus on the percentage of the Company which the Target
Company's 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 and the perceived  future value of the combined  entity's
securities,  the Company's existing  Stockholders will, in all likelihood,  only
own a small  minority  interest in the combined  entity upon  completion  of the
business combination  transaction.  Therefore, any business combination effected
by the  Company can be expected  to have a  significant  dilutive  effect on the
percentage ownership of the Company's existing Stockholders.

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

    It is anticipated that the  investigation of various business  opportunities
and the negotiation, drafting and execution of the required business combination
agreements,  disclosure documents and other instruments will require substantial
management  time and attention and involve  substantial  costs for  accountants,
attorneys and others.  If a decision is made not to  participate in a particular
business  opportunity  the costs incurred by the Company in connection  with the
related investigation will not be recoverable. Furthermore, even if an agreement
is reached,  the failure to finalize and close on that  agreement  may result in
the complete loss of the related costs incurred by the Company.

Combination Suitability Standards

    Subject only to the fiduciary  obligations  imposed by the GCLD, Capston and
Ms. Fonner will have virtually unlimited  discretion in screening and evaluating
potential business  opportunities for the Company,  and in negotiating the terms
of a  business  combination  agreement  on behalf of the  Company.  Stockholders
should be aware that the process of screening and evaluating  potential business
opportunities  and  negotiating  business   combination   agreements  is  highly
subjective  and  dependent,   in  large  part,  on  the  particular   facts  and
circumstances surrounding a specific business opportunity.  Accordingly, Capston
and Ms.  Fonner  have not  established  specific  and  quantifiable  combination
suitability standards.  Notwithstanding the generality of the foregoing, Capston
and Ms. Fonner intend to focus their acquisition  efforts on companies that have
sufficient  assets,  net worth and  business  history  to qualify  the  combined
companies for listing on the Nasdaq Small Cap Market.  In addition,  Capston and
Ms. Fonner intend to use their best efforts to negotiate a business  combination
structure that they believe will be likely to result in a stabilized market
<PAGE>
price of at least $5 per share for the stock of the  combined  companies.  There
can be no assurance,  however, that Capston and Ms. Fonner will be successful in
this  regard  or that  their  subjective  business  judgments  will  prove to be
accurate.  These risks are compounded by the fact that Capston and Ms. Fonner do
not intend to seek an independent  appraisal or a fairness opinion in connection
with any business combination transaction.

Nasdaq Listing Requirements

    As noted above,  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. Since it can be difficult to raise additional money for a
company  that  went  public  through  a  reverse  takeover   transaction   until
performance is demonstrated,  Capston and Ms. Fonner believe the Company will be
most useful in cases where the purpose for  establishing a public trading market
is not related to a perceived short-term need for additional capital.

    In addition, Capston and Ms. Fonner believe the Company and its Stockholders
will  be best  served  by  accepting  a  relatively  small  interest  in a large
transaction,  as opposed to a relatively large interest in a small  transaction.
The reasons for this belief are numerous.  First, Capston and Ms. Fonner believe
that the ongoing costs and expenses associated with reporting under the Exchange
Act can be a significant  burden for a small  company.  Second,  Capston and Ms.
Fonner believe that larger established companies are more likely to prosper than
smaller early-stage  companies.  Finally,  Capston and Ms. Fonner believe that a
relatively  large business  combination  transaction will be required to satisfy
the minimum entry  standards for the Nasdaq Stock Market and other  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:

                       Entry Standards for
                     Nasdaq Small Cap Market
<TABLE>
<CAPTION>
<S>                                                                        <C>
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
Round Lot Stockholders                                                                300
Operating History (years)                                                            1 or
Market Capitalization                                                         $50,000,000z
</TABLE>

    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:

                               Entry Standards for
                          Nasdaq National Market System
<TABLE>
<CAPTION>
                                   Alternative 1  Alternative 2  Alternative 3
<S>                                   <C>          <C>            <C>
Net Tangible Assets                   $6,000,000   $18,000,000            N/A
Market Capitalization                        N/A           N/A    $75,000,000 or
Total  Assets                                N/A           N/A    $75,000,000
                                       and
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
Round Lot Stockholders                       400           400            400
Operating History (years)                    N/A             2            N/A
</TABLE>

<PAGE>

    Since the size of the Target Company  acquired by the Company will, in large
part,  determine  the market where the  securities  of the combined  entity will
qualify for listing, Capston intends to use all reasonable commercial efforts to
identify  and  negotiate  with  the  largest   possible   business   combination
candidates.

Exemption from Rule 419

    As a  reporting  issuer  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.

Penny Stock Rules

    Trading of the  Company's  Common Stock is  presently  governed by the SEC's
"Penny  Stocks  Rules" which apply to all  Bulletin  Board stocks that cost less
than $5.00 per share and are issued by companies  having less than $5,000,000 in
net tangible  assets.  Although the Company may have more than $5,000,000 in net
tangible  assets after the  completion  of a business  combination  transaction,
there is no assurance  that the Company will ever be exempt from the Penny Stock
rules.  The Penny Stock Rules  impose  substantial  sales  practice  burdens and
requirements upon  broker-dealers who sell such securities to persons other than
established  customers and accredited investors.  Before effecting  transactions
covered  by  the  Penny  Stock  rules,  a  broker-dealer  must  make  a  special
suitability determination for each purchaser and receive the purchaser's written
agreement to the transaction  prior to the sale.  Consequently,  the Penny Stock
rules may affect the ability of broker-dealers to effect market  transactions in
the stock of the combined  entity and also may affect the ability of persons now
owning or subsequently acquiring the stock of the combined entity to resell such
securities in any trading market that may develop.  Such factors may also have a
material adverse impact on the future market price of the Common Stock.

Fees to Capston and Others

    No direct or indirect  compensation has been paid or accrued to Capston, Ms.
Fonner or any of their employees, agents or affiliates to date and except as set
forth below, no direct or indirect  compensation will be payable to Capston, Ms.
Fonner or any of their employees, agents or affiliates in the future.

    Stock  Issuance to Capston.  Subject to  Stockholder  approval,  the Company
intends  file a Form S-8  Registration  Statement  under the  Securities  Act to
register  approximately  300,000 shares of Common Stock that will be issuable to
Ms. Fonner and other persons  designated by Capston as compensation for services
rendered in connection  the  development  of the Plan,  the Revised Plan and the
management  of the  Company  pending  completion  of the  business  combination.
Therefore,  if Capston and Ms.  Fonner are  successful  in  arranging a business
combination for the Company,  approximately fifty percent (50%) of the net value
derived will vest in Ms. Fonner and other persons designated by Capston, and the
remaining  fifty  percent  (50%)  will  inure  to the  benefit  of the  existing
Stockholders  of the  Company.  To the extent  that  shares of Common  Stock are
issued to Ms. Fonner or any other person who may be deemed to be an affiliate of
Capston,  such  shares  will  be  treated  as  "control  securities"  under  the
Securities Act and resales of such shares will be subject to the volume,  manner
of sale and  notice  requirements  of SEC Rule 144 for a period of 90 days after
the closing of a business combination transaction. THE ORIGINAL PLAN PROPOSED BY
CAPSTON AND MS.  FONNER  PROVIDED FOR THE ISSUANCE OF 200,000  SHARES TO PERSONS
DESIGNATED BY CAPSTON, RATHER THAN THE APPROXIMATELY 300,000 SHARES PROVIDED FOR
IN THE REVISED PLAN.  THIS ASPECT OF THE REVISED PLAN WILL PROVIDE AN ADDITIONAL
BENEFIT TO CAPSTON AND MS. FONNER.

     Acquisition Fees to Capston. Under the PMA, the Company will

<PAGE>

not be obligated to reimburse Capston for the 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   investigation  of  business   opportunities  on  behalf  of  the  Company.
Notwithstanding  the foregoing,  Capston will ordinarily  attempt to negotiate a
"merger and acquisition  fee" or  "non-accountable  expense  allowance" of up to
$250,000 that will be payable solely by the Target Company or other parties to a
business  combination  transaction.  The  amount  of such  fees  and/or  expense
allowances,  if any, will be subject to direct  negotiation  between Capston and
the Target  Company or such other  parties.  Accordingly,  it is  impossible  to
predict whether such fees and/or expense  allowances will be paid or to estimate
the  potential  amount of such  payments.  Neither  the  Company  nor any of the
existing  Stockholders will have any claim to or interest in any fees or expense
allowances  that are paid to Capston by the owners of any business  opportunity.
THE ORIGINAL PLAN  PROPOSED BY CAPSTON DID NOT  SPECIFICALLY  PERMIT  CAPSTON TO
NEGOTIATE  FOR OR RECEIVE  ANY MERGER AND  ACQUISITION  FEES OR  NON-ACCOUNTABLE
EXPENSE ALLOWANCES.  IT DID, HOWEVER,  OBLIGATE THE COMPANY TO REIMBURSE CAPSTON
FOR ALL  OUT-OF-POCKET  EXPENSES  INCURRED BY CAPSTON ON BEHALF OF THE  COMPANY.
NEVERTHELESS,  THIS ASPECT OF THE REVISED PLAN MAY PROVIDE AN ADDITIONAL BENEFIT
TO CAPSTON AND MS. FONNER THAT WAS NOT SPECIFICALLY CONTEMPLATED IN THE ORIGINAL
PLAN.

    Finder's  Fees.  As is  customary  in the  industry,  the  Company may pay a
finder's fee 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  herein.  Finder's  fees  in  business  combination  transactions  are
customarily between 2% and 5% of the total transaction value, based upon various
factors. If the Revised Plan is approved by Stockholders, Capston and Ms. Fonner
intend to offer a  graduated  finders'  fee  schedule to  unrelated  third party
finders who introduce the Company to a suitable acquisition prospect.  Under the
formula proposed by Capston and Ms. Fonner, the finders will receive up to 2% of
the total  transaction  value on  transactions  of $2 million or less; 3% of the
total transaction  value on transactions of $2 million to $4 million;  4% of the
total transaction  value on transactions of $4 million to $6 million;  and 5% of
the total transaction  value on transactions of more than $6 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 will  ordinarily  be  registered  under the
Securities Act prior to issuance.  Notwithstanding  the  foregoing,  no finder's
fees will be paid to Capston,  Ms. Fonner or any of their  employees,  agents or
affiliates  without the prior  consent of the  Stockholders.  THE ORIGINAL  PLAN
PROPOSED BY CAPSTON  PROVIDED  FOR THE PAYMENT OF  GRADUATED  FINDERS  FEES THAT
DECREASED AS THE TOTAL TRANSACTION  VALUE INCREASED.  THIS ASPECT OF THE REVISED
PLAN WILL PROVIDE AN ADDITIONAL BENEFIT TO THE FINDERS WHO INTRODUCE THE COMPANY
TO A SUITABLE ACQUISITION CANDIDATE.

    Other Stock  Issuances.  Certain  attorneys  and other  advisors who will be
retained to  represent  the  Company or a Target  Company in  connection  with a
business  combination  transaction  may agree to accept  shares of the Company's
Common Stock as full or partial  payment for  professional  fees associated with
services  rendered to the Company or the Target  Company.  Such shares,  if any,
will  ordinarily be registered  under the Securities  Act prior to issuance.  If
shares of the  Company's  Common Stock are used to pay  professional  fees,  the
level of dilution incurred by the existing  Stockholders will be increased.  THE
ORIGINAL PLAN PROPOSED BY CAPSTON DID NOT  SPECIFICALLY  PROVIDE FOR THE PAYMENT
OF LEGAL AND OTHER PROFESSIONAL FEES WITH STOCK OF THE COMPANY.

                                  RISK FACTORS

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

<PAGE>

    Special  note  regarding  forward-looking  statements.   Certain  statements
contained  or  incorporated  by  reference  in this Proxy  Statement,  including
without limitation,  statements containing the words "believes,"  "anticipates,"
"expects" and words of similar import, constitute  "forward-looking  statements"
within the meaning of the Private Securities  Litigation Reform Act of 1995 (the
"Reform Act"). Such forward-looking  statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or achievements of the Company, Capston or Ms. Fonner to be materially different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking statements.  Certain of these factors are discussed in more
detail   elsewhere  in  this  Proxy   Statement.   Given  these   uncertainties,
stockholders  are cautioned not to place undue reliance on such  forward-looking
statements.  The Company,  Capston and Ms.  Fonner  disclaim any  obligation  to
update any such factors or to publicly  announce the result of any  revisions to
any of the forward-looking  statements contained herein to reflect future events
or developments.

    Arbitrary  and  Inequitable  Reverse  Split  Procedures.  THE REVERSE  SPLIT
PROCEDURES  PROPOSED  BY CAPSTON  AND MS.  FONNER DO NOT TREAT ALL  STOCKHOLDERS
EQUALLY AND ARE  INHERENTLY  UNFAIR.  WHILE  THESE  PROCEDURES  ARE  INTENDED TO
MAXIMIZE THE NUMBER OF "ROUND LOT" STOCKHOLDERS AND FACILITATE FUTURE EFFORTS TO
HAVE THE  COMPANY'S  COMMON STOCK LISTED FOR TRADING ON THE NASDAQ  SYSTEM OR AN
APPROPRIATE REGIONAL OR NATIONAL STOCK EXCHANGE,  THERE CAN BE NO ASSURANCE THAT
THE  COMPANY  WILL EVER  QUALIFY  FOR SUCH A LISTING.  IF THE COMPANY IS ABLE TO
CONCLUDE A BUSINESS  COMBINATION OF THE TYPE  CONTEMPLATED  BY THE REVISED PLAN,
STOCKHOLDERS WHO OWN FEWER THAN 1,200 SHARES OF STOCK WILL RECEIVE A GREATER PER
SHARE BENEFIT THAN STOCKHOLDERS WHO OWN MORE THAN 1,200 SHARES.  NOTWITHSTANDING
THE FOREGOING, CAPSTON AND MS. FONNER BELIEVE THAT THE ADVANTAGES TO THE COMPANY
OF HAVING A LARGE NUMBER OF "ROUND LOT"  STOCKHOLDERS  JUSTIFIES THE INEQUITABLE
AND  DISPROPORTIONATE  BENEFIT TO BE DERIVED BY THE COMPANY'S SMALL STOCKHOLDERS
AT THE EXPENSE OF THE COMPANY'S LARGE STOCKHOLDERS.

    Increased  Compensation to Capston.  THE ECONOMIC  BENEFITS TO BE DERIVED BY
CAPSTON AND MS. FONNER UNDER THE REVISED PLAN ARE SIGNIFICANTLY GREATER THAN THE
ECONOMIC  BENEFITS  PROVIDED FOR IN THE ORIGINAL  PLAN.  FIRST,  CAPSTON AND MS.
FONNER JOINTLY WILL RECEIVE A TOTAL OF 300,000 SHARES OF COMMON STOCK INSTEAD OF
THE 200,000 SHARES  PROVIDED FOR IN THE ORIGINAL PLAN.  SECOND,  CAPSTON AND MS.
FONNER  WILL BE  AUTHORIZED  TO  NEGOTIATE  AND  RETAIN  AN  ACQUISITION  FEE OR
NON-ACCOUNTABLE  EXPENSE ALLOWANCE OF UP TO $250,000 THAT WILL BE PAYABLE SOLELY
BY THE TARGET COMPANY OR OTHER PARTIES TO A BUSINESS COMBINATION TRANSACTION AND
NEITHER THE COMPANY NOR ANY OF THE EXISTING  STOCKHOLDERS WILL HAVE ANY CLAIM TO
OR INTEREST IN ANY FEES OR EXPENSE  ALLOWANCES  THAT ARE PAID TO CAPSTON AND MS.
FONNER BY THE OWNERS OF ANY BUSINESS  OPPORTUNITY.  WHILE CAPSTON AND MS. FONNER
BELIEVE  THAT THE  INCREASED  LEVELS OF  COMPENSATION  ARE  JUSTIFIED  UNDER THE
CIRCUMSTANCES, ANY ADDITIONAL ECONOMIC BENEFIT DERIVED BY CAPSTON AND MS. FONNER
WILL REDUCE THE POTENTIAL ECONOMIC BENEFIT TO THE EXISTING STOCKHOLDERS.

    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.  While Capston is actively evaluating
potential  acquisitions for the Company, none of the potential  transactions are
probable at the date of this proxy  statement.  Capston and Ms. Fonner have made
no specific  acquisition  plans and no specific industry or area of business has
been  selected for  investment.  There is no assurance  Capston,  Ms. Fonner and
their  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 Revised 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.  Since Capston and Ms. Fonner have not identified,  or taken any
steps toward the acquisition of, any specific

<PAGE>

operating  business,  ownership of the Common Stock  involves an extremely  high
degree of risk. The Company's  proposed  business is, in fact, a Blind Pool over
which the Stockholders will have no meaningful  control.  It is anticipated that
under most  circumstances  Stockholders  will not be afforded the opportunity to
evaluate the merits of a proposed business combination  transaction.  Therefore,
Stockholders  must rely upon Capston and Ms.  Fonner to identify an  acquisition
target and negotiate the terms of a business combination transaction. If Capston
and Ms. Fonner are successful in their efforts to identify an acquisition target
and negotiate the terms of a business combination transaction, Stockholders will
not  ordinarily  be  afforded  the  opportunity  to vote or  otherwise  grant or
withhold  consent to the  proposed  transaction.  Moreover,  in the event that a
business combination transaction is effected in the form of a "reverse takeover"
Stockholders  and  prospective  investors  will not receive  full  Exchange  Act
disclosure  relating to the business and financial affairs of the target company
until Webcor  files its Annual  Report on Form 10-K for the year of the business
combination transaction.  Accordingly, Stockholders must rely upon the abilities
of Capston, Ms. Fonner and their consultants. Notwithstanding the foregoing, the
Company  will be  required  to file a  Current  Report  on Form 8-K to  disclose
limited information  concerning the acquisition within 15 days after the closing
of the acquisition. While the technical requirements of Form 8-K will ordinarily
allow the Company to file financial information on the acquired company up to 60
days after the date of its initial report on Form 8-K Capston does not intend to
close any  business  combination  transaction  until the  financial  information
required by Form 8-K is available for filing with the SEC.

    Limited Assets of the Company.  As of the date of this Proxy Statement,  the
Company has no material assets and it is not  anticipated  that the Company will
acquire any substantial  assets other than the assets of a Target  Company.  Any
business activity the 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.  No cash compensation has been paid
or  accrued  to  Capston,  Ms.  Fonner  or any of  their  employees,  agents  or
affiliates  to date.  Under  the PMA,  the  Company  will  not be  obligated  to
reimburse Capston for the 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 investigation of
business  opportunities  on behalf of the Company.  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
additional  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  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  and the
Company's  success will be largely  dependent on the decisions  made by Capston,
Ms.  Fonner and their  consultants,  none of whom will devote their full time to
the affairs of the Company.

    Experience of Capston.  Although  Capston,  Ms. Fonner and their consultants
have general business,  finance and acquisition experience,  Stockholders should
be aware that Capston, Ms. Fonner

<PAGE>

and their  consultants  are not expected to have any  significant  experience in
operating any business  that the Company  might choose to acquire.  Accordingly,
the  Company  will be  required  to retain  outside  professionals  to assist it
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  significant  growth  potential
(irrespective  of the  industry  in which such  company  engages)  and  although
Capston and Ms. Fonner have received  inquires from several companies seeking to
combine  with  publicly  held  "shells",  neither  Capston  nor Ms.  Fonner have
solicited any  proposals  regarding the  Company's  potential  combination  with
another  business.  There are no assurances  that Capston,  Ms. Fonner and their
consultants  will be able to locate a  suitable  combination  partner  or that a
combination can be structured on terms acceptable to the Company.

    Bankruptcy Law Considerations.  The Company filed a voluntary petition under
Chapter 11 of the  Bankruptcy  Act on  February  1, 1989 which was  subsequently
converted to a case under  Chapter 7 on October 1, 1990 and closed  November 13,
1996.  While this  Bankruptcy  proceeding  resulted in the sale of all corporate
assets and the use of the proceeds  therefrom to pay corporate  liabilities,  it
did not formally  "discharge" the unpaid balance of the Company's  debts.  While
Capston and Ms. Fonner believe that legal actions to enforce unpaid  obligations
of the Company are now barred by statutes of limitation which require that suits
to enforce  obligations  be instituted  within a specified  period of time,  the
existence of the prior  bankruptcy  will make the "due  diligence"  process more
complex  and may make it more  difficult  for  Capston to  negotiate  a business
combination transaction on favorable terms.

    Control of Combination Procedure by Capston and Ms. Fonner. 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
Target Company's stock or assets.  The 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,  it is  anticipated  that Capston and Ms.
Fonner will have complete  control over the Company's  combination  policies and
procedures.  Capston and Ms. Fonner do not intend to seek a fairness  opinion in
connection with any business combination transaction.

    Dilution Resulting from Combination. It is anticipated that any entity which
satisfies the Capston's  combination  suitability  standards will possess assets
and other  indicia of value  substantially  greater  than those of the  Company.
Consequently,  any  business  combination  will  almost  certainly  result  in a
substantial  dilution  in the  percentage  ownership  and  voting  power  of the
Company's  existing  Stockholders in the combined entity. In the aggregate,  the
Company's existing Stockholders will probably own a small minority percentage of
the combined entity's voting securities,  with a concomitant  reduction in their
power to elect  directors and otherwise to influence  management  policies.  See
"Potential Dilution Table."

    Likely  Change  in  Control.   The  successful   completion  of  a  business
combination  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 current Officers and Directors.  In such
an event,  no assurance can be given as to the experience or  qualifications  of
successor management in the operation of the business, assets or property of the
combined  entity,  although it is likely  that  successor  management  will have
greater experience

<PAGE>

in the  business of the  combined  entity  than  Capston,  Ms.  Fonner and their
consultants.

    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 Ms. Fonner can offer no
assurances  that market  demand  exists for a business  combination  of the type
contemplated by the Revised Plan. Capston and Ms. Fonner 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  that  Capston  and Ms.  Fonner  are
successful in identifying and evaluating a suitable Target Company,  the Company
will in all  likelihood  be  required to issue  shares of its Common  Stock in a
business combination transaction.  Since the issuance of additional Common Stock
will result in a dilution of the ownership  interest of the  Company's  existing
Stockholders,  it is unlikely  the Company will be capable of  negotiating  more
than one business combination transaction.  Consequently,  the Company's lack of
diversification  may  subject it to  economic  fluctuation  within a  particular
industry in which the Target Company conducts business.

    Potential  Conflicts of Interest.  Ms. Fonner  presently  serves as the sole
director of Arnox Corporation and Bio-Response,  Inc. Each of these companies is
a publicly-held shell that has been reactivated by Capston and Ms. Fonner within
the preceding 18 months pursuant to a plan of reorganization  that is similar to
the Revised Plan described in this Proxy Statement. In addition, Capston and Ms.
Fonner  have  filed  a   substantially   identical  proxy  statement  for  Marci
International  Imports,  Inc.  and  anticipates  that  the  meeting  of  Marci's
stockholders  will be  conducted  on the same  date and at the  same  place  the
meeting  of  Webcor's  stockholders,  although  such  meetings  will  be held at
different times.  Moreover,  Capston and Ms. Fonner intend to file substantially
identical proxy statements for up to 12 additional  companies within the next 12
months.  All of these activities may be competitive  with the proposed  business
activities  of the  Company.  Since the  principal  business  of Capston and Ms.
Fonner involves the  restructuring  of defunct public companies as public shells
for the purpose of effecting  business  combination  transactions  with suitable
operating companies,as 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.  October 15, 1996 there was a closing ask of $.10, with
no closing bid. Even though the Company's stock has been continuously  listed on
the over NASD's  Electronic  Bulletin  Board,  there was no  significant  market
activity.  Although since the updating of the Company's  records and last proxy,
trading  activity has been light,  sporadic and irregular.  On February 9, 1998,
according to Bloomberg  there were four market  makers with the highest  closing
$.06 bid and highest asking bid of $.42 asked.

     No Assurance of Public  Market.  According  to National  Quotation  Bureau,
there was no significant market activity in the Company's stock since June, 1989
with the bid on October 15, 1996 there was a closing ask of .10, with no closing
bid. Even though the Company's  stock has been  continuously  listed on the over
NASD's  Electronic  Bulletin Board,  there was no significant  market  activity.
Since the updating of the Company's records and last proxy, trading activity has
been light, sporadic and irregular.  On February 9, 1998, according to Bloomberg
there were four  market  makers with the  highest  closing  $.06 bid and highest
asking bid of $.42.

     There can be no assurance  that an active and liquid trading market for the
Company's Common Stock will develop if Capston is able to successfully implement
the Revised Plan and conclude a business  acquisition  transaction with a Target
Company,.  Even if a trading  market does in fact develop for the Common  Stock,
there is a possibility that it will not be sustained and Stockholders

<PAGE>

may have difficulty in selling their Common Stock in the future at any price.

    Possible  Issuance of Additional  Shares. If the Revised 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 Revised Plan is approved by the  Stockholders,  approximately
98% of the  Company's  authorized  shares of Common Stock will be available  for
acquisition of a business opportunity,  future financing  activities,  and other
corporate purposes.  The Revised Plan specifically  contemplates the issuance of
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 such persons.

    No 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.

    Penny  Stock  Rules.  Trading of the  Company's  Common  Stock is  presently
governed by the SEC's "Penny  Stocks  Rules"  which apply to all Bulletin  Board
stocks  that cost less than $5.00 per share and are issued by  companies  having
less than $5,000,000 in net tangible assets.  Although the Company may have more
than  $5,000,000  in net  tangible  assets  after the  completion  of a business
combination  transaction,  there is no  assurance  that the Company will ever be
exempt from the Penny Stock  rules.  The Penny  Stock Rules  impose  substantial
sales  practice  burdens  and  requirements  upon  broker-dealers  who sell such
securities to persons other than established customers and accredited investors.
Before effecting  transactions covered by the Penny Stock rules, a broker-dealer
must make a special suitability determination for each purchaser and receive the
purchaser's   written   agreement  to  the   transaction   prior  to  the  sale.
Consequently,  the Penny Stock rules may affect the ability of broker-dealers to
effect  market  transactions  in the stock of the  combined  entity and also may
affect the ability of persons now owning or subsequently  acquiring the stock of
the combined  entity to resell such  securities  in any trading  market that may
develop.  Such  factors  may also have a material  adverse  impact on the future
market price of the Common Stock.

                                  PROPOSAL ONE
                 RATIFICATION OF REINSTATEMENT, AND SEC FILINGS

    Acting  in its  capacity  as the  beneficial  owner of 5,000  shares  of the
Company's  Common Stock,  and without first  receiving any consent,  approval or
authorization  of any former  officer or director of the  Company,  or any other
Stockholder,  Capston effected a reinstatement  of the Company's  Certificate of
Incorporation on December 26, 1996. After restoring the Company's Certificate of
Incorporation,  Capston  retained  the firm of Want & Ender,  P.C. to prepare an
audited  balance sheet of the Company and the related  statements of operations,
changes  in  Shareholders  equity  (deficit),  and cash  flows  at the  close of
bankruptcy, November 13, 1996. Capston then filed with the SEC an omnibus

<PAGE>

Annual  Report on Form 10-K for the fiscal  years,  March 31, ended 1989 through
1996 and has subsequently filed on behalf of the Company all reports required to
be filed under the Exchange  Act. In addition,  Capston has prepared  this Proxy
Statement for distribution to the Shareholders. 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  with  respect to
reporting.

    The foregoing actions have been taken by Capston,  acting in its capacity as
a stockholder,  and Ms.  Fonner,  acting in her capacity as the sole officer and
director  of Capston,  for the sole  purpose of calling and holding a meeting of
the Company's stockholders in conformity with the requirements of Section 312(h)
of the GCLD. Capston and Ms. Fonner have not assumed general authority to act on
behalf of the Company and have taken no corporate  actions that are not required
by statute,  rule or regulatory authority to be taken prior to the Meeting. As a
result  of these  actions,  Capston  and Ms.  Fonner  have  voluntarily  assumed
statutory liability under the GCLD and the Exchange Act and,  accordingly,  must
at all times comply with the  obligations  imposed  thereby.  These  obligations
include,  among others, the duty to act in a manner that is in or not opposed to
the best  interest of the  stockholders,  to file with the SEC the  periodic and
other reports  required under Section 12 of the Exchange Act and to make timely,
full and fair  disclosure  of all material  facts.  In the event a Quorum is not
present at the  meeting,  or the  stockholders  reject the  Revised  Plan,  then
Capston and Ms. Fonner intend to withdraw the  Certificate of Renewal,  Revival,
Extension and Restoration of the Company's  Certificate of  Incorporation,  file
with the SEC a Current  Report on Form 8-K describing the results of the Meeting
and take no  further  action on behalf of the  Company,  thereby  restoring  the
status quo as it existed  prior to the  original  filing of the  Certificate  of
Renewal,  Revival,  Extension and  Restoration  of the Company's  Certificate of
Incorporation.

    Except as set forth  above,  Capston  has taken no action and  exercised  no
powers  on behalf of the  Company.  The  foregoing  actions  have been  taken by
Capston solely for the purpose of calling a Special Meeting of the  Shareholders
for the  purposes  set forth  herein and  insuring  that the Special  Meeting is
called and held in full  compliance  with the  requirements of Delaware law, the
Exchange Act and applicable SEC rules and regulations.

    This  proposal is not intended to  constitute a  ratification  of any or all
actions  Capston  and Ms.  Fonner may have taken with  respect to the Company to
date and the  Stockholders are only being asked to ratify the actions of Capston
and Ms.  Fonner in (i)  effecting  a renewal,  revival  and  restoration  of the
Company's  Certificate  of  Incorporation  and (ii) filing the reports and other
documents  necessary to bring the Company  current with respect to its reporting
obligations under the Exchange Act.

    If the ratification  proposal is adopted by the requisite  stockholder vote,
the  ratification  would limit the rights of the Company and its shareholders to
commence or maintain legal actions against Capston or Ms. Fonner with respect to
the  ratified  actions.  The  proposal  would  not,  however,  reduce,  limit or
eliminate Capston and Ms. Fonner's  liabilities and  responsibilities  under the
GCLD or the federal securities laws.

Shareholders Entitled to Vote and Vote Required.

    The  affirmative  vote of the  holders of a majority of all shares of Common
Stock  represented  and voting at the  Meeting,  in person or by proxy,  will be
required to ratify Capston's  actions in restoring the Company's  Certificate of
Incorporation  and filing the  Company's  required  reports  with the SEC.  Only
shares  voted "FOR" or  "AGAINST"  the  proposal  will be treated as Votes Cast.
Accordingly,  abstentions  and broker  non-votes will be counted for purposes of
determining the presence or absence of a Quorum for the transaction of business,
but will not be counted  for  purposes of  determining  the number of Votes Cast
with respect

<PAGE>

to this proposal.

     CAPSTON  ASKS ALL  SHAREHOLDERS  TO APPROVE THE  PROPOSED  RATIFICATION  OF
CAPSTON'S  ACTIONS.  THE PROXY ENCLOSED  HEREWITH WILL BE VOTED FOR THE PROPOSAL
UNLESS THE STOCKHOLDER VOTES AGAINST THE PROPOSAL OR ABSTAINS FROM VOTING. SINCE
CAPSTON AND MS. FONNER HAVE PROPOSED THE PLAN AS AN  INTEGRATED  WHOLE,  CAPSTON
MAY ELECT TO ABANDON THE PLAN IN ITS  ENTIRETY  IF ALL  ELEMENTS OF THE PLAN ARE
NOT APPROVED BY THE SHAREHOLDERS.

                                  PROPOSAL TWO
                              AMENDMENT OF BY-LAWS

    Due to personal liability issues and the unavailability of insurance,  small
public companies  frequently  encounter  significant  difficulties in recruiting
third  parties  to  serve  as  members  of  their  board  of  directors.   These
difficulties  are  compounded  in the case of the Company  because (i) the prior
actions  of Capston  and Ms.  Fonner  were taken  without  first  receiving  any
consent,  approval  or  authorization  of any former  officer or director of the
Company,  (ii) the  Company is a reporting  issuer  that has no assets,  ongoing
business or immediate business prospects,  and (iii) the ultimate success of the
Company's  business  plan will depend on the abilities of Capston and Ms. Fonner
to  identify  a  suitable   combination   target  and  negotiate  an  acceptable
combination agreement. Under these circumstances,  Capston and Ms. Fonner do not
believe they would be able to recruit  additional persons to serve as members of
the  Company's  board  of  directors   pending  the  completion  of  a  business
combination  transaction.  Since  Capston and Ms. Fonner are unable to propose a
slate  of three  individuals  to serve as  directors  of the  Company  directors
pending the completion of a business combination  transaction,  the Revised Plan
contemplates the election of Sally A. Fonner, the president of Capston, to serve
as the sole member of the  Company's  Board of  Directors  until the 1999 annual
Meeting  of the  Shareholders,  or until the  election  and  qualification  of a
successor board of directors.  Since the Company's  By-laws  presently require a
minimum of three directors,  rather than the single director  proposed under the
Plan,  it will be necessary  to amend  ARTICLE II,  Section 2. of the  Company's
Bylaws to read as follows:

    Section 1. Number and Election of  Directors.  The total number of directors
    constituting  the entire Board of  Directors  shall be not less than one (1)
    nor more than nine (9), with the  then-authorized  number of directors being
    fixed from time to time solely by or pursuant to a resolution  passed by the
    Board of Directors,  provided,  however,  that the total number of directors
    shall  be not  less  than  three  (3)  during  any  period  when  the  total
    stockholders'  equity in the corporation exceeds $100,000.  At any time when
    the Board of Directors  consists of three (3) or more members,  the Board of
    Directors shall be divided into three classes, designated Class I, Class II,
    and Class III. Each class shall  consist,  as nearly as may be possible,  of
    one-third of the total  number of  directors.  Initially,  Class I directors
    shall be elected for a one-year term, Class II directors for a two-year term
    and Class III directors for a three-year term.  Thereafter,  Directors shall
    be elected to serve for a term of three years and until their successors are
    elected and qualified. A majority of the Directors shall constitute a quorum
    for the transaction of business.  All  resolutions  adopted and all business
    transacted by the Board of Directors shall require the affirmative vote of a
    majority of the Directors present at the meeting.

Shareholders Entitled to Vote and Vote Required.

    The  affirmative  vote of the  holders of a majority of all shares of Common
Stock  represented  and voting at the  Meeting,  in person or by proxy,  will be
required to approve the proposed amendment to the Company's by-laws. Only shares
voted  "FOR"  or  "AGAINST"   the  proposal  will  be  treated  as  Votes  Cast.
Accordingly,  abstentions  and broker  non-votes will be counted for purposes of
determining the presence or absence of a Quorum for

<PAGE>

the transaction of business, but will not be counted for purposes of determining
the number of Votes Cast with respect to this proposal.

     CAPSTON  ASKS ALL  SHAREHOLDERS  TO APPROVE THE  PROPOSED  AMENDMENT TO THE
COMPANY'S  BY-LAWS.  THE PROXY ENCLOSED  HEREWITH WILL BE VOTED FOR THE PROPOSED
AMENDMENT  UNLESS THE  STOCKHOLDER  VOTES  AGAINST THE PROPOSAL OR ABSTAINS FROM
VOTING.  SINCE  CAPSTON AND MS.  FONNER HAVE  PROPOSED THE PLAN AS AN INTEGRATED
WHOLE,  CAPSTON MAY ELECT TO ABANDON THE PLAN IN ITS ENTIRETY IF ALL ELEMENTS OF
THE PLAN ARE NOT APPROVED BY THE SHAREHOLDERS.

                                 PROPOSAL THREE
                            ELECTION OF SOLE DIRECTOR

    Since a full 50% quorum of the  Stockholders was not present in person or by
proxy at the original meeting, there are questions as to whether Sally A. Fonner
has been duly elected as the sole director of the Company.  Accordingly, it will
be  necessary  to  appoint  at least one  person to serve as a  director  of the
Company, subject to the provisions of the by-laws of the Company, until the next
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 sole 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.
Ms.  Fonner  has been  engaged  for the last two  years in the  complex  area of
financing  rehabilitation  providers.  Ms. Fonner  presently  serves as the sole
director of Arnox Corporation and Bio-Response,  Inc. Each of these companies is
a publicly-held shell that has been reactivated by Capston and Ms. Fonner within
the preceding 18 months pursuant to a plan of reorganization  that is similar to
the Revised Plan described in this Proxy Statement. In addition, Capston and Ms.
Fonner  have  filed  a   substantially   identical  proxy  statement  for  Marci
International  Imports,  Inc.  and  anticipates  that  the  meeting  of  Marci's
stockholders  will be  conducted  on the same  date and at the  same  place  the
meeting  of  Webcor's  stockholders,  although  such  meetings  will  be held at
different  times.  While  Capston  is  actively  negotiating  proposed  business
combination  agreements for Arnox and  Bio-Response,  and  evaluating  potential
acquisitions  for Marci and Webcor none of the proposed  transactions has closed
at the date of this Proxy  Statement,  none of the  potential  transactions  are
probable at the date of this proxy  statement and there can be no assurance that
one or more of these companies will not ultimately  compete with the Company for
a business opportunity.

    Board and Committee  Activity,  Structure and Compensation.  Ms. Fonner will
receive  no  compensation  for  serving  as the sole  director  of the  Company,
although she will likely be allocated a substantial  portion of the Compensation
Shares  provided for in the Revised  Plan.  After the  completion  of a business
combination transaction, directors who are not 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

<PAGE>

Meeting.  Only shares  voted "FOR" or  "AGAINST"  Ms.  Fonner will be treated as
Votes Cast.  Accordingly,  abstentions and broker  non-votes will be counted for
purposes of determining  the presence or absence of a Quorum for the transaction
of business,  but will not be counted for purposes of determining  the number of
Votes Cast with respect to this proposal.

    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 MS. FONNER UNLESS
THE STOCKHOLDER VOTES AGAINST MS. FONNER OR ABSTAINS FROM VOTING.  SINCE CAPSTON
AND MS. FONNER HAVE PROPOSED THE REVISED PLAN AS AN  INTEGRATED  WHOLE,  CAPSTON
MAY ELECT TO ABANDON THE  REVISED  PLAN IN ITS  ENTIRETY IF ALL  ELEMENTS OF THE
REVISED PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

                                  PROPOSAL FOUR
                   AMENDMENTS TO CERTIFICATE OF INCORPORATION

4(a)   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 and
Ms. Fonner believe that the owners of a suitable  target company will ordinarily
want to control at least 80% of the Company's  Common Stock upon the  completion
of a business combination  transaction,  and (ii) Capston and Ms. Fonner believe
an  ultimate  capitalization  in the  2,500,000  to  5,000,000  share  range  is
appropriate for a small public  company,  Capston and Ms. Fonner believe 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 1 for
12 reverse  split.  Capston and Ms. Fonner believe 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.

    No fractional  shares shall be issuable in  conjunction  with the proposed 1
for 12 reverse split and all  calculations  that would result in the issuance of
fractional  shares  will be  rounded up to the next  highest  whole  number.  In
addition,  no Stockholder who owned at least 100 shares of the Company's  Common
Stock on both January 20, 1998, the original Record Date for the Meeting, and on
March 30, 1998, the final Record Date for the Meeting,  shall receive fewer than
100  shares  as a  result  of  the  proposed  1 for 12  reverse  split  and  all
calculations  that would  result in the  issuance  of fewer than 100 shares to a
Stockholder  will be rounded up to 100 shares.  The following table  illustrates
the effect of the rounding  procedures at various levels of stock  ownership and
the  disproportionate  benefit  to be  derived  by  holders  of fewer than 1,200
shares.
<TABLE>
<CAPTION>

Original Stock     Stock Ownership    After Reverse Split     Net Benefit     Effective
  Ownership        Without Rounding     With Rounding        From Rounding   Reverse Split

<S>                      <C>              <C>                  <C>              <C>
  12,000                 1,000             1,000                   -             1:12
   1,200                   100               100                   -             1:12
     900                    75               100                  25              1:9
     600                    50               100                  50              1:6
     300                    25               100                  75              1:3
     100                     9               100                  91              1:1
</TABLE>

    Capston and Ms.  Fonner have  developed  the rounding  procedures  described
above  for  the  express  purpose  of  maximizing  the  number  of  "round  lot"
stockholders,  meaning  stockholders who own 100 or more shares.  The underlying
reasons for maximizing the number of round lot holders are as follows. First, it
will be difficult  and  expensive  for a holder of fewer than 100 shares to sell
his

<PAGE>

shares,  particularly in the small-cap markets. Second, it will be expensive for
the Company to  communicate  with holders of fewer than 100 shares.  Third,  the
Nasdaq market and other regional and national stock  exchanges  require  between
300 and 2,500  round lot  stockholders  as a  condition  precedent  to  listing.
Finally,  if the  Company  were to  effect a  reverse  split  without  using the
rounding  procedures  described  above,  there would be fewer than 200 round lot
holders of record, thereby making the Company significantly less attractive to a
potential   acquisition   candidate.   While  the  provisions  relating  to  the
rounding-up  of stock  positions  to a minimum  of 100 shares  will  result in a
disproportionate  benefit  to the  holders of more than 100 but fewer than 1,200
shares of Common  Stock,  these  provisions  will also  maximize  the  number of
"round-lot" holders and facilitate the subsequent efforts of a Target Company to
obtain a Nasdaq or Exchange listing.  Therefore,  Capston and Ms. Fonner believe
that the rounding procedures are reasonable under the circumstances.

    THE REVERSE SPLIT PROCEDURES PROPOSED BY CAPSTON AND MS. FONNER DO NOT TREAT
ALL STOCKHOLDERS  EQUALLY AND ARE INHERENTLY UNFAIR.  WHILE THESE PROCEDURES ARE
INTENDED  TO  MAXIMIZE  THE NUMBER OF "ROUND LOT"  STOCKHOLDERS  AND  FACILITATE
FUTURE  EFFORTS TO HAVE THE  COMPANY'S  COMMON  STOCK  LISTED FOR TRADING ON THE
NASDAQ SYSTEM OR AN APPROPRIATE  REGIONAL OR NATIONAL STOCK EXCHANGE,  THERE CAN
BE NO ASSURANCE  THAT THE COMPANY  WILL EVER QUALIFY FOR SUCH A LISTING.  IF THE
COMPANY IS ABLE TO CONCLUDE A BUSINESS  COMBINATION OF THE TYPE  CONTEMPLATED BY
THE REVISED  PLAN,  STOCKHOLDERS  WHO OWN FEWER THAN 1,200  SHARES OF STOCK WILL
RECEIVE A GREATER PER SHARE  BENEFIT THAN  STOCKHOLDERS  WHO OWN MORE THAN 1,200
SHARES.  NOTWITHSTANDING THE FOREGOING,  CAPSTON AND MS. FONNER BELIEVE THAT THE
ADVANTAGES  TO THE COMPANY OF HAVING A LARGE NUMBER OF "ROUND LOT"  STOCKHOLDERS
JUSTIFIES  THE  INEQUITABLE  AND  DISPROPORTIONATE  BENEFIT TO BE DERIVED BY THE
COMPANY'S SMALL STOCKHOLDERS AT THE EXPENSE OF THE COMPANY'S LARGE STOCKHOLDERS.

    Capston and Ms.  Fonner  believe  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 Exchange Act, and the Company has no
present  intention of  terminating  its  registration  under the Exchange 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 the holders of Common Stock.
Accordingly, upon the effective date of the 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.

    As soon as  practical  after  the  effective  date of a reverse  split,  the
Company will mail letters of transmittal to each

<PAGE>

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 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.

4(b)&(c)   Increase in Authorized Common and Preferred Stock

    The  authorized   capitalization  of  the  Company  is  presently  fixed  at
20,000,000  shares of Common  Stock,  of which  3,476,370  shares are  presently
issued and  outstanding,  and 1,000,000  shares of Preferred  Stock, of which no
shares  are   presently   issued  and   outstanding.   Accordingly,   there  are
approximately  16,523,630 authorized shares of Common Stock and 1,000,000 shares
of Preferred Stock that are both unissued and not reserved for future  issuance.
After  giving pro forma  effect to the  proposed 1 for 12 reverse  split and the
compensation  share  issuance  described  above,  there  would be  approximately
600,000  shares  of  Common  Stock  issued  and  outstanding  and  approximately
19,400,000  authorized  shares of Common Stock and 1,000,000 shares of Preferred
Stock that are both unissued and not reserved for future issuance.

    Capston  and  Ms.  Fonner  believe  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 and Ms. Fonner believe 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  Common
Stock of the Company  from  20,000,000  shares of $.01 par value Common Stock to
25,000,000 shares, and to increase the authorized Preferred Stock of the Company
from 1,000,000  shares of $.01 par value  Preferred  Stock to 5,000,000  shares.
Under this  proposal,  the  relative  rights and  limitations  of the holders of
Preferred and Common Stock would remain unchanged.

    The  proposed  capital  structure  of the  Company has been  recommended  by
Capston and Ms. Fonner to increase the general  desirability of the Company to a
private  entity.  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
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

<PAGE>

proposal without further Stockholder action, except as may otherwise be provided
by law or the  Certificate 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.

4(d)   Authorization of Name Change

    In connection with a business combination transaction,  it is almost certain
that  management  of the Target  Company  will require the Company to change its
name to one  selected by the Board of Directors  or  Stockholders  of the Target
Company.  Since it is also almost  certain that the  Stockholders  of the Target
Company will possess  sufficient voting power to cause the Company to change its
name after the acquisition, Capston and Ms. Fonner are 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
Revised Plan, and (ii)  communicated to all  Stockholders of the Company as soon
as possible following the consummation of the Revised Plan.

Stockholders Entitled to Vote and Vote Required.

    Authorization  of Reverse Split.  The  affirmative  vote of the holders of a
majority of all shares of Common Stock represented at the Meeting,  in person or
by proxy,  will be required to approve the  proposed 1 for 12 reverse  split and
Stockholders   have  no  right  under   Delaware  law  or  the   Certificate  of
Incorporation to dissent from a reverse split. All shares voted "FOR," "AGAINST"
or "ABSTAIN"  with respect to the proposal  will be treated as Votes Cast.  As a
result,  shares voted "ABSTAIN" will be treated as votes "AGAINST" the proposal.
Broker  non-votes  will be counted for purposes of  determining  the presence or
absence of a Quorum for the transaction of business, but will not be counted for
purposes of determining the number of Votes Cast with respect to this proposal.

    Increase in Common Stock.  The affirmative vote of the holders of a majority
of all shares of Common  Stock  represented  and voting in person or by proxy at
the Meeting will be required to approve the proposed  increase in the  Company's
authorized Common Stock from 20,000,000 shares to 25,000,000  shares. All shares
voted "FOR," "AGAINST" or "ABSTAIN" with respect to the proposal will be treated
as Votes Cast.  As a result,  shares  voted  "ABSTAIN"  will be treated as votes
"AGAINST"  the  proposal.  Broker  non-votes  will be counted  for  purposes  of
determining the presence or absence of a Quorum for the transaction of business,
but will not be counted  for  purposes of  determining  the number of Votes Cast
with respect to this proposal.

    Increase  in  Preferred  Stock.  The  affirmative  vote of the  holders of a
majority of all shares of Common  Stock  represented  and voting in person or by
proxy at the Meeting  will be required to approve the  proposed  increase in the
Company's  authorized Preferred Stock from 1,000,000 shares to 5,000,000 shares.
All shares voted "FOR," "AGAINST" or "ABSTAIN" with respect to the proposal will
be treated as Votes Cast. As a result, shares voted "ABSTAIN" will be treated as
votes "AGAINST" the proposal.  Broker  non-votes will be counted for purposes of
determining the presence or absence of a Quorum for the transaction of business,
but will not be counted  for  purposes of  determining  the number of Votes Cast
with respect to this proposal.

    Authorization  of Name  Change.  The  affirmative  vote of the  holders of a
majority of all shares of Common Stock represented and voting at the Meeting, in
person or by proxy is  required  to  authorize  an  amendment  to the  Company's
Certificate of Incorporation to effect a Change in the Company's name that is

<PAGE>

(i) a  negotiated  element of a  business  combination  transaction  of the type
contemplated by the Revised Plan, and (ii)  communicated to all  Stockholders of
the Company as soon as possible  following the consummation of the Revised Plan.
All shares voted "FOR," "AGAINST" or "ABSTAIN" with respect to the proposal will
be treated as Votes Cast. As a result, shares voted "ABSTAIN" will be treated as
votes "AGAINST" the proposal.  Broker  non-votes will be counted for purposes of
determining the presence or absence of a Quorum for the transaction of business,
but will not be counted  for  purposes of  determining  the number of Votes Cast
with respect to this proposal.

    CAPSTON ASKS ALL STOCKHOLDERS TO APPROVE EACH OF THE PROPOSED  AMENDMENTS TO
THE CERTIFICATE OF INCORPORATION.  THE PROXY ENCLOSED HEREWITH WILL BE VOTED FOR
EACH PROPOSAL UNLESS THE  STOCKHOLDER  VOTES AGAINST A PROPOSAL OR ABSTAINS FROM
VOTING.  SINCE  CAPSTON AND MS.  FONNER  HAVE  PROPOSED  THE REVISED  PLAN AS AN
INTEGRATED WHOLE,  CAPSTON MAY ELECT TO ABANDON THE REVISED PLAN IN ITS ENTIRETY
IF ALL ELEMENTS OF THE REVISED PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

                                  PROPOSAL FIVE
                           COMPENSATION SHARE ISSUANCE

    As part of the Revised Plan, Capston proposes to issue approximately 300,000
shares  of  Common  Stock  ("Compensation  Shares")  to  Ms.  Fonner  and  other
individuals  designated  by Capston as  compensation  for  services  rendered in
connection with the development of the Plan, the Revised Plan and the management
of the Company pending completion of the business combination. The actual number
of Compensation Shares to be issued to Capston's designees will equal the lesser
of 300,000,  or 100% of the number of shares held by the  Existing  Stockholders
after completion of the reverse split described elsewhere herein. The purpose of
this proposed grant of Compensation  Shares is to increase the personal stake of
Ms. Fonner and other individuals  designated by Capston in the Company since the
Company's  long-term  business  objectives will be  wholly-dependent  upon their
efforts, expertise and abilities. THE ORIGINAL PLAN PROVIDED FOR THE ISSUANCE OF
200,000 SHARES TO PERSONS  DESIGNATED BY CAPSTON,  RATHER THAN THE APPROXIMATELY
300,000 SHARES PROVIDED FOR IN THE REVISED PLAN. THIS ASPECT OF THE REVISED PLAN
WILL PROVIDE AN ADDITIONAL BENEFIT TO CAPSTON AND MS. FONNER.

    Subject to Stockholder  approval of the  Compensation  Share  issuance,  the
Company  intends to file a  Registration  Statement  on Form S-8 to register the
Compensation  Shares under the  Securities  Act.  Thereafter,  the  Compensation
Shares  will be issued  from time to time to Ms.  Fonner  and other  individuals
designated by Capston who have materially  participated in the implementation of
the Revised  Plan.  Such shares will not,  however,  be issued to finders or for
services  rendered in a capital raising  transaction.  If Capston and Ms. Fonner
are   successful   in  arranging  a  business   combination   for  the  Company,
approximately  fifty  percent  (50%) of the net value  derived by the  Company's
Stockholders will vest in Ms. Fonner and other individuals designated by Capston
and the remaining  fifty percent (50%) will inure to the benefit of the existing
Stockholders  of the  Company.  To the extent  that  shares of Common  Stock are
issued to Ms. Fonner or any other person who may be deemed to be an affiliate of
Capston,  such  shares  will  be  treated  as  "control  securities"  under  the
Securities Act and resales of such shares will be subject to the volume,  manner
of sale and  notice  requirements  of SEC Rule 144 for a period of 90 days after
the closing of a business combination transaction.

    Ms. Fonner and the other  individuals  designated by Capston will  recognize
income for federal tax purposes at the time the Compensation  Shares are issued.
In general,  the amount of ordinary income recognized will equal the fair market
value of the Compensation Shares on the date of grant. Thereafter,  gain or loss
(if any) from a disposition of  Compensation  Shares 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.

<PAGE>

    The  affirmative  vote of the  holders of a majority of all shares of Common
Stock  represented  and voting at the  Meeting,  in person or by proxy,  will be
required to approve the proposed issuance of approximately  300,000 compensation
shares to Ms. Fonner and other persons designated by Capston.  Only shares voted
"FOR" or  "AGAINST"  the  proposal  will be treated as Votes Cast.  Accordingly,
abstentions and broker non-votes will be counted for purposes of determining the
presence or absence of a Quorum for the transaction of business, but will not be
counted for  purposes of  determining  the number of Votes Cast with  respect to
this proposal.

     CAPSTON  ASKS  ALL  STOCKHOLDERS  TO  APPROVE  THE  PROPOSED   ISSUANCE  OF
APPROXIMATELY  300,000  COMPENSATION SHARES. THE PROXY ENCLOSED HEREWITH WILL BE
VOTED FOR THE PROPOSED  ISSUANCE OF APPROXIMATELY  300,000  COMPENSATION  SHARES
UNLESS THE STOCKHOLDER VOTES AGAINST THE PROPOSAL OR ABSTAINS FROM VOTING. SINCE
CAPSTON AND MS. FONNER HAVE  PROPOSED THE REVISED PLAN AS AN  INTEGRATED  WHOLE,
CAPSTON MAY ELECT TO ABANDON THE REVISED PLAN IN ITS ENTIRETY IF ALL ELEMENTS OF
THE REVISED PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

                                  PROPOSAL SIX
                         AUTHORIZATION OF FINDERS' FEES

     As is customary in the industry,  the Revised Plan contemplates the payment
of finders'  fees to  unrelated  third  parties who  introduce  the Company to a
suitable Target Company. If any such fees are paid, they will be approved by the
Company's  Board of  Directors  and  will be in  conformity  with the  standards
discussed below.

     Finder's fees in business combination  transactions are customarily between
2% and 5% of the total  transaction  value,  based upon various factors.  If the
Revised Plan is approved by Stockholders, Capston and Ms. Fonner intend to offer
a graduated finders' fee schedule to unrelated third party finders who introduce
the Company to a suitable  acquisition  prospect.  Under the formula proposed by
Capston  and  Ms.  Fonner,  the  finders  may  receive  up to 2%  of  the  total
transaction  value  on  transactions  of $2  million  or less;  3% of the  total
transaction  value on transactions of $2 million to $4 million;  4% of the total
transaction  value on  transactions  of $4 million to $6 million;  and 5% of the
total  transaction  value on  transactions  of more than $6  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,  Ms. Fonner or any of their employees,  agents or affiliates without
the prior  consent of the  Stockholders.  THE ORIGINAL  PLAN PROPOSED BY CAPSTON
PROVIDED FOR THE PAYMENT OF GRADUATED  FINDERS FEES THAT  DECREASED AS THE TOTAL
TRANSACTION  VALUE  INCREASED.  THIS ASPECT OF THE REVISED  PLAN WILL PROVIDE AN
ADDITIONAL  BENEFIT  TO THE  FINDERS  WHO  INTRODUCE  THE  COMPANY TO A SUITABLE
ACQUISITION CANDIDATE.

Stockholders Entitled to Vote and Vote Required.

    The  affirmative  vote of the  holders of a majority of all shares of Common
Stock  represented  and voting at the  Meeting,  in person or by proxy,  will be
required to approve the proposed  finder's fee formula.  Only shares voted "FOR"
or  "AGAINST"  the  proposal  will  be  treated  as  Votes  Cast.   Accordingly,
abstentions and broker non-votes will be counted for purposes of determining the
presence or absence of a Quorum for the transaction of business, but will not be
counted for  purposes of  determining  the number of Votes Cast with  respect to
this proposal.

    CAPSTON ASKS ALL STOCKHOLDERS TO APPROVE THE PROPOSED  FINDERS' FEE FORMULA.
THE PROXY ENCLOSED  HEREWITH WILL BE VOTED FOR THE PROPOSED FINDERS' FEE FORMULA
UNLESS THE STOCKHOLDER VOTES AGAINST THE PROPOSAL OR ABSTAINS FROM VOTING. SINCE
CAPSTON AND MS. FONNER HAVE  PROPOSED THE REVISED PLAN AS AN  INTEGRATED  WHOLE,
CAPSTON MAY ELECT TO ABANDON THE REVISED PLAN IN ITS ENTIRETY IF ALL ELEMENTS OF
THE REVISED PLAN ARE NOT APPROVED BY

<PAGE>

THE STOCKHOLDERS.

                                 PROPOSAL SEVEN
                         AUTHORIZATION OF STOCK ISSUANCE

    In  general,  a  business  acquisition  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 as 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  company that wants to
establish a public  market for its stock can start with an existing  Stockholder
base. In addition,  there will  frequently be several brokers who are interested
in the newly  reorganized  company  because  they have stock  remaining in their
customer's accounts.

    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.

    While the business combination transaction  contemplated by the Revised Plan
may be structured as a merger or  consolidation,  Capston and Ms. Fonner believe
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 the issuance
of an indeterminate number of shares of Common Stock to the owners of the Target
Company.

    The  following  table  reflects  the  potential  ownership  of the  Existing
Stockholders, Capston, the Target Company and the Finders under several possible
business acquisition scenarios:

<PAGE>

                    POTENTIAL DILUTION TABLE
<TABLE>
<CAPTION>

                                    80% to              90% to              95% to
                                   Target Co.          Target Co.          Target Co.
                                 Stockholders         Stockholders        Stockholders
                                 Shares Percent      Shares Percent      Shares Percent

<S>                             <C>       <C>       <C>       <C>        <C>       <C>
Existing Stockholders (est.)    300,000   9.62%     300,000   4.82%      300,000   2.39%
Capston (est.)                  300,000   9.62%     300,000   4.82%      300,000   2.39%
Target Company Stockholders   2,400,000  76.92%   5,400,000  86.75%   11,400,000  90.69%
Finders                         120,000   3.85%     225,000   3.61%      570,000   4.53%
Total                         3,120,000 100.00%   6,225,000 100.00%   12,570,000 100.00%
</TABLE>

    The  potential  business  acquisition  scenarios  set  forth  above are only
intended to serve as examples of the range of business acquisition  transactions
will be  permissible  under the Revised  Plan and it is possible  that the final
terms of a business  acquisition may fall outside of the range presented.  Since
Capston and Ms. Fonner have not yet  identified a Target  Company,  or commenced
any  discussions or negotiations  with the owners  thereof,  it is impossible to
predict the ultimate  structure of a future business  acquisition or to quantify
the  final  interest  of  the  Existing  Stockholders  in the  combined  entity.
Notwithstanding  the foregoing,  Capston's  interest in the combined entity will
remain approximately equal to the interest of the Existing Stockholders and such
interest may not be increased to the disadvantage of the Existing Stockholders.

Stockholders Entitled to Vote and Vote Required.

    The  affirmative  vote of the  holders of a majority of all shares of Common
Stock  represented  and voting at the  Meeting,  in person or by proxy,  will be
required  to  authorize  the  issuance of an  indeterminate  number of shares of
Common  Stock  to  unrelated   third  parties  in  connection  with  a  business
acquisition  transaction  of the type  contemplated  by the Revised  Plan.  Only
shares  voted "FOR" or  "AGAINST"  the  proposal  will be treated as Votes Cast.
Accordingly,  abstentions  and broker  non-votes will be counted for purposes of
determining the presence or absence of a Quorum for the transaction of business,
but will not be counted  for  purposes of  determining  the number of Votes Cast
with respect to this proposal.

     CAPSTON ASKS ALL STOCKHOLDERS TO APPROVE THE PROPOSED BUSINESS  COMBINATION
FORMAT.  THE  PROXY  ENCLOSED  HEREWITH  WILL BE VOTED IN FAVOR OF THE  BUSINESS
COMBINATION FORMAT UNLESS THE STOCKHOLDER VOTES AGAINST THE PROPOSAL OR ABSTAINS
FROM VOTING.  SINCE  CAPSTON AND MS. FONNER HAVE PROPOSED THE REVISED PLAN AS AN
INTEGRATED WHOLE,  CAPSTON MAY ELECT TO ABANDON THE REVISED PLAN IN ITS ENTIRETY
IF ALL ELEMENTS OF THE REVISED PLAN ARE NOT APPROVED BY THE STOCKHOLDERS.

                                 PROPOSAL EIGHT
                          PROPOSED INCENTIVE STOCK PLAN

    As part of the  Revised  Plan,  Capston and Ms.  Fonner  propose to adopt an
Incentive  Stock  Plan (the  "Incentive  Stock  Plan")  for the  benefit  of the
employees  that  will be  employed  by the  Company  after the  completion  of a
business  acquisition of the type contemplated by the Plan. Capston,  Ms. Fonner
and their  employees,  agents and affiliates  will not be eligible for incentive
awards under the proposed Incentive Stock Plan. A copy of the proposed Incentive
Stock Plan  appears as an Exhibit to this proxy  statement  and is  incorporated
herein by this reference.  The following summary is qualified in its entirety by
reference to the text of such plan.

    The  proposed   Incentive   Stock  Plan   provides  for  the  grant  of  (i)
non-qualified  stock  options,  (ii) incentive  stock  options,  (iii) shares of
restricted   stock,   (iv)  shares  of  phantom  stock  and  (v)  stock  bonuses
(collectively,  "Incentive  Awards').  In  addition,  the  Incentive  Stock Plan
permits the grant of cash  bonuses  payable  when a  participant  is required to
recognize  income for federal income tax purposes in connection with the vesting
of shares of restricted stock or the grant of a stock bonus. Full-time employees
of the Company and its subsidiaries,

<PAGE>

including  officers and employee  directors,  will be eligible to participate in
the Incentive Stock Plan.

    The proposed  Incentive  Stock Plan will be  administered  by a Compensation
Committee of the Board of Directors (the "Committee"), which will consist of two
or more  directors,  each of whom shall be a  "disinterested  person" within the
meaning of Rule 16b-3(c)(2)promulgated under Section 16 of the Exchange Act. The
Committee will determine which employees receive grants of Incentive Awards, the
type of Incentive Awards and bonuses granted and the number of shares subject to
each Incentive  Award.  The Incentive Stock Plan does not prescribe any specific
factors to be  considered  by the  Committee  in  determining  who is to receive
Incentive Awards and the amount of such awards.

    The proposed  Incentive Stock Plan will permit the grant of incentive equity
awards covering a presently  indeterminate  number of shares of Common Stock. If
the proposed  Incentive  Stock Plan is approved by the  Stockholders,  the total
number of shares available for future grant will be calculated immediately after
the  closing of a business  acquisition  transaction  and equal 10% of the total
number of shares of Common Stock outstanding on that date.

    Capston  and Ms.  Fonner  believe  that the  adoption  and  approval  of the
proposed  Incentive  Stock  Plan  will make the  Company  more  attractive  to a
potential business  combination  candidate and that the proposed Incentive Stock
Plan  will  allow  the  Company  to  emphasize   equity-based   compensation  in
structuring  compensation  packages  for its future  employees.  Capston and Ms.
Fonner  believe  that an emphasis on  equity-based  compensation  will yield the
greatest benefit for the  shareholders,  as the employee's  compensation will be
directly dependent on the return on shareholders' investments.

    The class of  persons  who will be  eligible  to  receive  awards  under the
proposed  Incentive Stock Plan is limited to full-time  employees of the Company
and its subsidiaries.  On the date hereof,  the Company has no employees who are
eligible to receive awards under the proposed Incentive Stock Plan and it is not
anticipated  that any employees will become  eligible for awards until after the
completion of a business  combination  transaction.  Beyond the requirement that
all participants be full-time employees of the Company and its subsidiaries, the
Committee will have absolute  discretion in selecting the persons to whom awards
will be granted and the terms of such awards.

    Subject to the terms of the Incentive  Stock Plan,  the Committee  will also
determine  the  prices,  expiration  dates and other  material  features  of the
Incentive  Awards  granted under the Plan.  The  Committee  may, in its absolute
discretion,  (i)  accelerate  the date on  which an  option  granted  under  the
Incentive  Stock Plan becomes  exercisable,  (ii) accelerate the date on which a
share of  restricted  stock or  phantom  stock  vests and  waive any  conditions
imposed by the Committee on the vesting of a share of restricted stock and (iii)
grant  Incentive  Awards to a participant on the condition that the  participant
surrender  to  the  Company  for   cancellation   such  other  Incentive  Awards
(including, without limitation, Incentive Awards with higher exercise prices) as
the Committee specifies.

    The  Committee  will  have the  authority  to  interpret  and  construe  any
provision of the  Incentive  Stock Plan and to adopt such rules and  regulations
for administering the Incentive Stock Plan as it deems necessary.  All decisions
and  determinations  of the Committee are final and binding on all parties.  The
Company will indemnify each member of the Committee  against any cost,  expenses
or liability  arising out of any action,  omission or determination  relating to
the Incentive  Stock Plan,  unless such action,  omission or  determination  was
taken or made in bad faith and without reasonable belief that it was in the best
interest of the Company.

    The Board may at any time amend the  Incentive  Stock  Plan in any  respect;
provided, that without the approval of the Company's shareholders,  no amendment
may (i)  increase  the number of shares of Common Stock that may be issued under
the Incentive Stock

<PAGE>

Plan,  (ii)  materially  increase the benefits  accruing to individuals  holding
Incentive  Awards, or (iii) materially modify the requirements as to eligibility
for participation in the Incentive Stock Plan. A summary of the most significant
features of the Incentive Awards and the tax consequences to recipients  thereof
follows.

    Non-Qualified  and  Incentive  Stock  Options.  The  exercise  price of each
incentive  stock option  ("ISO")  granted under the Incentive  Stock Plan is the
fair market  value (as defined) of a share of Common Stock of the Company on the
date on which such ISO is  granted.  The  exercise  price of each  non-qualified
stock option("NQO") granted under the Incentive Stock Plan will be determined by
the  Committee.  NQOs and ISOs are  referred to herein as  `Options."  Except in
certain limited cases regarding  grants of ISOs, each ISO and NQO is exercisable
for a period  not to exceed ten  years.  For each  Option,  the  Committee  will
establish  (i) the term of each  Option  and (ii) the time or  period of time in
which the Option will vest. The exercise price shall be paid in cash or, subject
to the approval of the Committee, in shares of Common Stock valued at their fair
market value on the date of exercise.

    Except in the event of the death or  disability  (as defined) of an optionee
or the  termination  of the  employment  of an optionee for cause (as  defined),
Options  are  exercisable  only while an  optionee is employed by the Company or
within one month after such  employment  has  terminated to the extent that such
Options  were  exercisable  on the last day of  employment.  In the event of the
death or  disability  of an optionee,  Options are  exercisable  within one year
after such death or disability to the extent that such Options were  exercisable
on the last day of employment. In the event of the termination of the employment
of  an  optionee  for  cause,  all  Options  held  by  such  optionee  terminate
immediately.  Options are not transferable  other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order.

    Upon a change in control of the Company (a "Change in Control"), all Options
become  immediately  exercisable.  The  Incentive  Stock Plan defines  Change in
Control to mean (i) a "change in control" as that term is defined in the federal
securities laws, (ii) the acquisition by any person, after the effective date of
the Incentive  Stock Plan, of 20% or more of the shares of voting  securities of
the Company,  (iii) certain  changes in the composition of the Board as a result
of a contested election for positions on the Board or (iv) any other event which
the Committee determines to constitute a change in control of the Company.

    An optionee  will not  recognize  any income for federal tax purposes at the
time an NQO is granted,  nor will the Company be entitled to a deduction at that
time. However, when any part of an NQO is exercised, the optionee will recognize
ordinary income in an amount equal to the difference  between the exercise price
of the NQO and the fair  market  value of the shares  received,  and the Company
will recognize a tax deduction in the same amount.

    A  participant  will not recognize any income at the time an ISO is granted,
nor upon a qualified  exercise of an ISO. If a  participant  does not dispose of
the shares  acquired  by  exercise of an ISO within two years after the grant of
the ISO and one year after the  exercise of the ISO,  the  exercise is qualified
and the gain or loss (if any) on a subsequent  sale will be a long-term  capital
gain or  loss.  Such  gain or loss is the sum of the  sales  proceeds  less  the
exercise  price  for the  stock  sold.  The  Company  is not  entitled  to a tax
deduction as the result of the grant or qualified exercise of an ISO.

    Restricted  Stock.  A grant of shares of  restricted  stock  represents  the
promise  of the  Company  to issue  shares of Common  Stock of the  Company on a
predetermined date (the "Issue Date") to a participant, provided the participant
is  continuously  employed by the Company  until the Issue Date.  Vesting of the
shares  occurs  on a second  predetermined  date  (the  "Vesting  Date")  if the
participant has been continuously employed by the Company until that date. Prior
to the Vesting Date, the shares are not  transferable by the participant and are
subject to a substantial

<PAGE>

risk of forfeiture.  The Committee  may, at the time shares of restricted  stock
are granted, impose additional conditions to the vesting of the shares, such as,
for example,  the achievement of specified  performance  goals.  Vesting of some
portion,  or  all,  of the  shares  of  restricted  stock  may  occur  upon  the
termination  of the employment of a participant  other than for cause,  prior to
the Vesting  Date.  If vesting does not occur,  shares of  restricted  stock are
forfeited.  Upon the occurrence of a Change in Control, all shares of restricted
stock which have not vested or been forfeited will vest automatically.

    A participant  will not recognize any income for federal tax purposes at the
time shares of restricted  stock are granted or issued,  nor will the Company be
entitled to a tax  deduction  at that time.  However,  when either the  transfer
restriction or the forfeiture risk lapses, such as upon vesting, the participant
will  recognize  ordinary  income in an amount equal to the fair market value of
the shares of restricted  stock on the date on which they vest. If,  however,  a
participant  files an appropriate  election under Section 83 (b) of the Internal
Revenue  Code of 1986  with  the IRS  within  30 days of the  Issue  Date of the
restricted  stock,  the  participant  will be deemed to have  received  ordinary
income in an amount equal to the fair market  value of the shares of  restricted
stock on the date on which they are issued  (the  `Election').  Gain or loss (if
any) from a disposition of restricted stock after the participant recognizes any
ordinary  income  (whether by vesting or an Election) will generally  constitute
short- or long-term  capital gain or loss. The Company will be entitled to a tax
deduction  at  the  time  the  participant  recognizes  ordinary  income  on the
restricted stock, whether by vesting or an Election.

    Phantom Stock. A share of phantom stock  represents the right to receive the
economic  equivalent of a grant of restricted stock. Shares of phantom stock are
subject to the same vesting requirements as are shares of restricted stock. Upon
vesting of a share of phantom  stock,  the holder is entitled to receive cash in
an  amount  equal to the sum of (i) the fair  market  value of a share of Common
Stock as determined  on the vesting date and (ii) the  aggregate  amount of cash
dividends  paid  in  respect  of a share  of  Common  Stock  during  the  period
commencing  on the date of grant,  and  ending  on the  vesting  date.  The cash
payment for phantom stock is treated the same as a cash bonus for federal income
tax purposes and creates a deduction to the Company when paid. In addition,  the
value of a share of phantom  stock  (whether or not vested) is paid  immediately
upon the occurrence of a Change in Control of the Company. The Committee may not
grant any cash bonus in connection with the grant of shares of phantom stock.

    Stock and Cash  Bonuses.  Bonuses  payable  in stock may be  granted  by the
Committee and may be payable at such times and subject to such conditions as the
Committee  determines.  Upon the receipt of a stock bonus,  a  participant  will
recognize  ordinary  income for federal tax  purposes in an amount  equal to the
fair market value of the stock at the time it is  received.  The  Committee  may
grant,  in connection  with a grant of shares of restricted  stock, a cash "tax'
bonus,  payable  when an employee is  required to  recognize  income for federal
income  tax  purposes  with  respect  to such  shares.  The tax bonus may not be
greater than the value of the shares of restricted  stock at the time the income
is required to be recognized.  Any such bonus will result in ordinary  income to
the employee and a deduction to the Company. The grant of a cash bonus shall not
reduce the  number of shares of Common  Stock  with  respect  to which  Options,
shares of  restricted  stock,  shares of phantom  stock or stock  bonuses may be
granted pursuant to the Incentive Stock Plan.

    In General. If any outstanding Option expires, terminates or is canceled for
any reason,  the shares of Common Stock  subject to the  unexercised  portion of
such Option shall again be available for grants under the Incentive  Stock Plan.
If any  shares of  restricted  stock or phantom  stock,  or any shares of Common
Stock  granted as a stock bonus are  forfeited or canceled for any reason,  such
shares  shall again be  available  for grants  under the  Incentive  Stock Plan.
Shares of Common  Stock issued as a stock bonus or on the exercise of options or
on the vesting of a grant

<PAGE>

of restricted  stock are not available for future  issuance  under the Incentive
Stock Plan.

    The Incentive  Stock Plan provides for an adjustment in the number of shares
of Common  Stock  available  to be issued under the  Incentive  Stock Plan,  the
number of shares subject to Incentive Awards, and the exercise prices of Options
upon a change in the  capitalization of the Company, a stock dividend or spat, a
merger or combination of shares and certain other similar events.  The Incentive
Stock Plan also  provides  for the  termination  of  Incentive  Awards  upon the
occurrence of certain corporate events.

    The Incentive  Stock Plan provides  that  participants  may elect to satisfy
certain  federal income tax  withholding  requirements  by remitting cash to the
Company. In addition, the Incentive Stock Plan provides that, at the election of
a participant,  an unrelated  broker-dealer  acting on behalf of the participant
may exercise  Options granted to the participant and immediately sell the shares
acquired on account of the exercise to raise funds to pay the exercise  price of
the Option and the amount of any  withholding tax which may be due on account of
the exercise.

Shareholders Entitled to Vote and Vote Required for Approval.

    The  affirmative  vote of the  holders of a majority of all shares of Common
Stock  represented  and voting at the  Meeting,  in person or by proxy,  will be
required to approve the proposed  Incentive  Stock Plan. Only shares voted "FOR"
or  "AGAINST"  the  proposal  will  be  treated  as  Votes  Cast.   Accordingly,
abstentions and broker non-votes will be counted for purposes of determining the
presence or absence of a Quorum for the transaction of business, but will not be
counted for  purposes of  determining  the number of Votes Cast with  respect to
this proposal.

     CAPSTON ASKS ALL SHAREHOLDERS TO APPROVE THE PROPOSED INCENTIVE STOCK PLAN.
THE PROXY  ENCLOSED  HEREWITH  WILL BE VOTED IN FAVOR OF THE PROPOSED  INCENTIVE
STOCK PLAN UNLESS THE  STOCKHOLDER  VOTES  AGAINST THE PROPOSAL OR ABSTAINS FROM
VOTING.  SINCE  CAPSTON AND MS.  FONNER HAVE  PROPOSED THE PLAN AS AN INTEGRATED
WHOLE,  CAPSTON MAY ELECT TO ABANDON THE PLAN IN ITS ENTIRETY IF ALL ELEMENTS OF
THE PLAN ARE NOT APPROVED BY THE SHAREHOLDERS.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

    According to the records of American  Stock  Transfer & Trust  Company,  the
transfer agent for the Company's Common Stock there were 3,476,370 shares of the
Company's  Common  Stock  issued and  outstanding  on  December  31,  1997.  The
following table presents certain information  regarding the beneficial ownership
of the  Company's  common  stock by (i)each  person  known by the Capston to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii)each of
the Company's directors, and (iii) all directors and officers as a group.

   Name of                     Amount and Nature of          Percent
Beneficial Owner               Beneficial Ownership          of Class

Victor Reichenstein                 985,507                  27.00%
866 United Nations Plaza
Suite 307
New York, New Your 10017

Sally A. Fonner (1)                    5,000                  0.00%
1612 N. Osceola Avenue
Clearwater, Fl 33755

All Directors And Officers
As A Group                             5,000                  0.00%


(1)  The  shares  attributed  to Ms.  Fonner are  beneficially  owned by Capston
     Incorporated,  a Delaware  corporation  solely owned and  controlled by Ms.
     Fonner.

    The  above  information,  with the exception  of  information

<PAGE>

relating to the stock ownership of Ms. Fonner,  is taken the records of American
Stock  Transfer & Trust  Company,  the transfer  agent for the Company's  Common
Stock.  The transfer  agent,  Capston and Ms. Fonner have no  information  which
would indicate this information is not accurate.  Capston and Ms. Fonner believe
that each of the  above-named  individuals  has sole investment and voting power
with regard to the securities listed opposite his name.

                             ADDITIONAL INFORMATION

    Additional  materials  enclosed herewith include (i) a copy of the Company's
Annual  Report on Form 10-K for the year ended  March 31, 1997 as filed with the
Securities  and  Exchange  Commission,  (ii) a  copy  of  the  proposed  Project
Management  Agreement  between Capston and the Company,  and (iii) a copy of the
proposed  Incentive Stock Plan. The Form 10-K, the proposed  Project  Management
Agreement and the proposed Incentive Stock Plan are incorporated  herein by this
reference  and all  disclosures  herein  are  qualified  in  their  entirety  by
reference to such documents.

    The  Company's  1998  Annual  Meeting  has been  tentatively  scheduled  for
December  15,  1998.  Any  shareholder  who  wishes to submit a  proposal  to be
included in the proxy  statement  and form of proxy  relating to the 1998 annual
meeting  will be required to submit such  proposals  to the Company on or before
August 15, 1998.

    This  solicitation is being conducted by Capston on behalf the Company.  The
cost of  soliciting  proxies will be advanced by Capston at its sole cost,  risk
and  expense  and the  Company  will have no duty to  reimburse  Capston for any
expenses  incurred  on  behalf  of the  Company.  The cost of this  solicitation
including legal, accounting,  printing, mailing and other miscellaneous expenses
are estimated at $20,000. To date,  Capston's  out-of-pocket  expenses have been
approximately  $30,000.  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 and Ms.  Fonner do 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 June 19, 1998 at
                                    1;00 p.m.

    The undersigned hereby appoints Michael Weber and Yanie Dubouchage, 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 the Company WEBCOR ELECTRONICS, INC. which
the  undersigned is entitled to vote at a special  meeting of Stockholders to be
held on June 19,  1998 at 1:00  p.m.,  in a  posted  room at the  Tampa  Airport
Mariott of Tampa, Florida, and at any and all adjournments thereof:

1. PROPOSED  RATIFICATION OF REINSTATEMENT AND SEC FILINGS. To ratify and affirm
   all actions of Capston  Network Co.  ("Capston")  in (i) effecting a renewal,
   revival and restoration of the Company's  Certificate of  Incorporation;  and
   (ii) 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       |_| BROKER NON-VOTE

2. PROPOSED  AMENDMENT OF BY-LAWS.  To approve the proposed amendment to ARTICLE
   II, Section 2. of the Company's  By-laws to permit a  single-member  Board of
   Directors  until such time as the total  Stockholders'  equity of the Company
   the business combination;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

3. PROPOSED ELECTION OF SOLE DIRECTOR.  To elect Sally A. Fonner to serve as the
   sole  member  of the Board of  Directors  until the 1999  annual  Meeting  of
   Stockholders, or until her successor is elected and qualified;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

4. PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION.

   (a) PROPOSED  REVERSE  SPLIT.  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 12 shares presently outstanding so that immediately
       thereafter the Company will have  approximately  300,000 shares of Common
       Stock issued and outstanding;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

   (b) PROPOSED  INCREASE IN COMMON  STOCK.  To increase the  authorized  Common
       Stock of the Company to 25,000,000 shares;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

   (c) PROPOSED INCREASE IN PREFERRED STOCK To increase the authorized Preferred
       Stock of the Company to 5,000,000 shares;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

   (d) PROPOSED NAME CHANGE  AUTHORIZATION.  To authorize the Board of Directors
       to change the Company's name without additional  Stockholder  approval in
       connection   with  a  business   combination   transaction  of  the  type
       contemplated by the Revised Plan;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

5. PROPOSED  COMPENSATION SHARE ISSUANCE. To approve the issuance
   of  approximately  300,000  shares of Common  Stock to Ms.  Fonner  and other
   persons  designated  by Capston as  compensation  for  services  rendered  in
   connection  with  the  development  of the  Plan,  the  Revised  Plan and the
   management of the Company pending completion of the business combination;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

6. PROPOSED  AUTHORIZATION  OF FINDERS' FEES.  To  authorize  the
   Board  of  Directors  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       |_| BROKER NON-VOTE

7. PROPOSED  AUTHORIZATION OF STOCK ISSUANCE.  To  authorize  the

<PAGE>

   Board of Directors to issue an indeterminate number of shares of Common Stock
   to unrelated  third  parties,  all without  prior  Stockholder  approval,  in
   connection  with a  business  combination  of the  type  contemplated  by the
   Revised Plan;

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

8. PROPOSED  INCENTIVE STOCK PLAN. To approve the proposed  Incentive Stock Plan
   which will permit the grant of incentive equity awards to eligible  employees
   of the Company.

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

9. IN their  discretion  upon such other  matters which may properly come before
   the meeting and any adjournment thereof.

       |_| FOR        |_| AGAINST     |_| ABSTAIN       |_| BROKER NON-VOTE

          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: _____________________, 1998


   ---------------------------------------
       Signature of Stockholder(s)

Note:  Signature  should  agree  with the name on  stock  certificate  asprinted
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.