20
                  SCHEDULE 14A INFORMATION
                              
          Proxy Statement Pursuant to Section 14(a)
           of the Securities Exchange Act of 1934

Filed by the Registrant       X
Filed by a Party other than the Registrant   n

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

                      ARNOX CORPORATION
      (Name of Registrant as Specified in its Charter)
                              
                   Capston Network Company
           (Name of Person Filing Proxy Statement)

Payment of Filing Fee (Check appropriate box):
n  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1)
   or 14a-6(i)(2)
n  $500 for each party to the controversy pursuant to
   Exchange Act Rule 14a-6(i)(3)
n  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:
n  Fee paid previously with preliminary materials.
n  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:
Dear Fellow Stockholders;

    You are cordially invited to attend a Special Meeting of
the  Stockholders (the "Meeting") of ARNOX  CORPORATION,  an
inactive  Delaware corporation ("Arnox" or  the  "Company").
The  Meeting will be held at 3:00: p.m. on Monday, March 10,
1997,  in  the  Cardita  Room of the Sheraton  at  Sand  Key
Resort, 1160 Gulf Blvd., Clearwater Beach, Florida.

    As  you may recall, in a Proxy Statement dated June  13,
1996, Capston Network Company ("Capston") sought stockholder
approval  of a financial restructuring plan for  Arnox  that
contemplated a 1 for 10 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 the holders of a majority
of  the  issued and outstanding common stock of the  Company
and Capston has been actively seeking a business combination
opportunity for the Company since August 16, 1996.

    As  a  result  of conversations with the  management  of
several   potential  acquisition  candidates,  Capston   has
determined  that the original plan has a number of  features
that  will  make difficult, if not impossible, to arrange  a
suitable  business combination transaction. First, the  plan
approved by the Stockholders does not provide for an optimal
capital  structure for the Company. Instead, it  leaves  the
existing  capital structure of the Company  intact.  Second,
the Revised Plan does not provide for the payment of finders
fees  and  other  third-party costs  in  the  event  that  a
suitable business combination opportunity is identified  and
a  combination transaction is negotiated. Third, the Revised
Plan  does  not provide for any payments to Capston  in  the
event  that  a suitable business combination opportunity  is
identified  and  a  combination transaction  is  negotiated.
Finally, the plan does not authorize Capston to enter into a
transaction  on  behalf  of the Company.  Rather  it  merely
authorizes   Capston  to  seek  out  a   suitable   business
combination  and  then present the details of  the  proposed
transaction for a second stockholder vote.

    As  a result of these discussions, Capston has developed
a  revised  plan (the "REVISED" Plan") whereby  the  Company
will  be  restructured  as a "clean public  shell"  for  the
purpose of effecting a business combination transaction with
a  suitable  privately-held company that has  both  business
history  and  operating  assets. If  this  Revised  Plan  is
successfully implemented, you may be able to salvage some of
the  value that your Arnox shares once represented. However,
Capston  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 intends to abandon  the  Revised
Plan  in its entirety. The specific matters to be considered
by the Stockholders are:

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

2.  To  consider and vote upon proposed an Amendment to  the
Company's  Certificate of Incorporation that will  effect  a
reverse split of all issued and outstanding shares of Common
Stock in the ratio of one (1) share of new Common Stock  for
each   11.4642   shares   presently  outstanding   so   that
immediately  thereafter the Company will  have  a  total  of
300,000 shares issued and outstanding;

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

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

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

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

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


_______________________________
Capston Network Company
Sally A. Fonner, President
                      ARNOX CORPORATION
                  1612 North Osceola Avenue
                  Clearwater, Florida 34615
                              
          NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                To Be Held on March 10, 1997

    Pursuant  to  312(h) of the General Corporation  Law  of
Delaware,  notice is hereby given that a Special Meeting  of
the  Stockholders of ARNOX CORPORATION, an inactive Delaware
corporation ("Arnox" or the "Company"), will be held at 3:00
p.m.  on Monday, March 10, 1997, in the Cardita Room of  the
Sheraton  at  Sand  Key Resort, 1160 Gulf Blvd.,  Clearwater
Beach, Florida, for the following purposes:

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

2.  To  consider and vote upon proposed an Amendment to  the
Company's  Certificate of Incorporation that will  effect  a
reverse split of all issued and outstanding shares of Common
Stock in the ratio of one (1) share of new Common Stock  for
each   11.4642   shares   presently  outstanding   so   that
immediately  thereafter the Company will  have  a  total  of
300,000 shares issued and outstanding;

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

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

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

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

    A  record of stockholders has been taken as of the close
of business on January 31, 1997, and only those stockholders
of  record on that date will be entitled to notice of and to
vote  at the Meeting. A stockholders' list will be available
commencing  February  3, 1997, and may be  inspected  during
normal business hours prior to the Meeting at the offices of
the  Company, 1612 North Osceola Avenue, Clearwater, Florida
34615.

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

                                        By Order of Capston
                                        Network Co.
                                        Sally A. Fonner,
                                        President
                                        Clearwater, Florida
                                        January 31, 1997
                       PROXY STATEMENT

    This  proxy  statement  is being  mailed  to  all  known
Stockholders of ARNOX CORPORATION ("Arnox" or the "Company")
commencing on or about February 12, 1997, in connection with
the  solicitation  by Capston Network,  Co.  ("Capston")  of
proxies to be voted at a Special Meeting of Stockholders(the
"Meeting")  to  be  held  in Clearwater  Beach,  Florida  on
Monday, March 10, 1997, and at any adjournment thereof.  The
Meeting  has  been called by Capston pursuant to  312(h)  of
the  General Corporation Law of Delaware for the purpose  of
considering a plan proposed by Capston (the "Revised  Plan")
whereby the Company will be restructured as a "clean  public
shell"  for  the purpose of effecting a business combination
transaction with a suitable privately-held company.

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

    As  of December 31, 1996, there were issued, outstanding
and entitled to vote 3,439,247 shares of common stock of the
Company  ("Common  Stock").  Each  share  of  Common   Stock
entitles the holder to one vote on each matter presented for
consideration  by the Stockholders.    Under the Company's  By-
Laws,  the  presence,  in  person or  by  proxy,  of  shares
entitled  to cast a combined total of 1,146,416  votes  will
constitute  a  quorum.*      According to  the  Company's  Annual
Report  on  Form 10-K for the year ended December 31,  1995,
there  are  1,816 stockholders entitled to  vote.  With  the
exception  of  Capston Network Company, no  stockholder  has
indicated a pre-approval of the proposals described in  this
Proxy Statement.

      The required quorum for the transaction of business at
the  Meeting  is  a majority of the shares of  Common  Stock
issued  and  outstanding on the Record Date (the  "Quorum").
Shares  that are voted "FOR", "AGAINST" or "ABSTAIN" in  any
matter  are  treated  as being present at  the  meeting  for
purposes  of establishing the Quorum, but only shares  voted
"FOR"  or  "AGAINST" are treated as shares "represented  and
voting" at the Meeting (the "Votes Cast") with respect to  a
particular matter. Accordingly, abstentions and broker  non-
votes  will  be  counted  for purposes  of  determining  the
presence  or  absence of the Quorum for the  transaction  of
business,   but  will  not  be  counted  for   purposes   of
determining  the  number of Votes Cast  with  respect  to  a
proposal.    

Background Information

    In  a  Proxy  Statement  dated June  13,  1996,  Capston
Network Company ("CAPSTON") sought stockholder approval of a
financial restructuring plan for Arnox that contemplated a 1
for  10  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 the holders of a majority
of  the  issued and outstanding common stock of the  Company
and Capston has been actively seeking a business combination
opportunity for the Company since August 16, 1996.

    As  a  result  of conversations with the  management  of
several   potential   acquisition   targets,   Capston   has
determined  that the original plan has a number of  features
that  will  make difficult, if not impossible, to arrange  a
suitable  business combination transaction. First, the  plan
approved by the Stockholders does not provide for an optimal
capital  structure for the Company. Instead, it  leaves  the
existing capital structure intact. Second, the Revised  Plan
does  not provide for the payment of finders fees and  other
costs  in  the  event  that a suitable business  combination
opportunity  is identified and a combination transaction  is
negotiated.  Third, the Revised Plan does  not  provide  for
significant payments to Capston in the event that a suitable
business  combination  opportunity  is  identified   and   a
combination  transaction is negotiated.  Finally,  the  plan
does  not  authorize Capston to enter into a transaction  on
behalf  of the Company. Rather it merely authorizes  Capston
to seek out a suitable business combination and then present
the  details  of  the  proposed  transaction  for  a  second
stockholder vote.

    As  a result, Capston has developed a revised plan  (the
"REVISED Plan") whereby the Company will be restructured  as
a  "clean  public  shell"  for the purpose  of  effecting  a
business  combination transaction with a suitable privately-
held  company  that has both business history and  operating
assets.  If  this Revised Plan is successfully  implemented,
you may be able to salvage some of the value that your Arnox
shares  once represented. However, Capston 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.

Proposed Operations

    While the Company has no assets, liabilities, management
or  ongoing  operations and has not engaged in any  business
activities  since September 1989, Capston believes  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 "clean  public
shell"  for  the purpose of effecting a business combination
transaction with a suitable privately-held company that  has
both business history and operating assets.

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

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

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

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

Acquisition    of*      Opportunities

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

    It  is  anticipated  that any  securities  issued  in  a
business  combination transaction will be issued in reliance
on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as  a
negotiated  element of a business combination,  the  Company
may agree to register such securities either at the time the
transaction  is  consummated  or  at  some  specified   time
thereafter.   The   issuance   of   substantial   additional
securities and their potential sale into any trading  market
that  may  develop  may  have a depressive  effect  on  such
market. While the actual terms of a transaction to which the
Company  may  be  a  party cannot be predicted,  it  may  be
expected  that the parties to the business transaction  will
find  it desirable to avoid the creation of a taxable  event
and  thereby  structure the acquisition in a so called  "tax
free" reorganization under Sections 368(a)(1) or 351 of  the
Internal  Revenue Code of 1986, as amended (the "Code").  In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such
event,  the  stockholders of the Company would  retain  less
than  20%  of  the  issued  and outstanding  shares  of  the
combined   companies,  which  could  result  in  significant
dilution  in  the equity of such stockholders.  The  Company
intends to structure any business combination in such manner
as  to  minimize Federal and state tax consequences  to  the
Company and any target company.

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

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

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

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

Exemption from Rule 419

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

Fees to Capston and Others

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

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

    Finder's  Fees.  As is customary in  the  industry,  the
Company  may pay a finder's fees to unrelated third  parties
who   introduce  the  Company  to  a  suitable   acquisition
prospect.  If any such fee is paid, it will be  approved  by
the  Company's Board of Directors and will be in  accordance
with  the  standards  discussed  below.  Finder's  fees  are
customarily  between  1%  and 5% of  the  total  transaction
value,  based  upon a sliding scale of the amount  involved.
The  traditional  "Lehman Formula" for calculating  finder's
fees  is  5%  of the first $1 million in transaction  value,
plus  4%  of the second $1 million, plus 3% of the third  $1
million,  plus 2% of the fourth $1 million plus  1%  of  any
transaction  value  in  excess of $4 million.  In  Capston's
opinion,   the  traditional  Lehman  Formula  finder's   fee
minimizes  the  economic  incentive  of  finder's  who   are
involved  in larger transactions. Therefore, if the  Revised
Plan is approved by Stockholders, Capston intends to offer a
"reversed  stretched  Lehman fee" to unrelated  third  party
finders  who introduce the Company to a suitable acquisition
prospect.  Under  the  reversed  stretched  Lehman   formula
proposed by Capston, the finder will receive 1% of the first
$2 million in transaction value, 2% of the second $2 million
in  transaction  value,  3%  of  the  third  $2  million  in
transaction   value,  4%  of  the  fourth  $2   million   in
transaction value and 5% of any transaction value in  excess
of  $8  million. Since the Company does not have  sufficient
financial resources to pay such a finder's fee in  cash,  it
is  anticipated  that any finder's fees will  be  paid  with
shares of the Company's Common Stock which may be registered
under  the Securities Act prior to issuance. Notwithstanding
the  foregoing, no finder's fees will be paid to Capston  or
any  of  its  officers,  directors,  employees,  agents   or
affiliates without the prior consent of the Stockholders.

                        RISK FACTORS

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

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

    No  Specific  Acquisition  Revised  Plans.  The  Company
intends to engage as soon as is reasonably possible, in  the
search   for   and   evaluation  of  potential   acquisition
opportunities,  but it will not engage in  the  business  of
investing,   reinvesting,  owning,   holding,   or   trading
securities.  Capston has made no specific acquisition  plans
and  no  specific  industry or area  of  business  has  been
selected  for investment. There is no assurance Capston  and
its  officers,  directors and consultants will  possess  the
experience and skills necessary to make an informed judgment
about   any  business  or  industry  that  may  be   chosen.
Accordingly,  the  nature of the 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. Inasmuch as Capston has not contemplated the
acquisition of any specific 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  to   identify   an
acquisition  target and negotiate the terms  of  a  business
combination  transaction. If Capston is  successful  in  its
efforts to identify an acquisition target and negotiate  the
terms  of  a  business combination transaction, stockholders
will  not  ordinarily  be afforded the opportunity  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
Oreverse  takeoverO  shareholders and prospective  investors
will  not  receive full Exchange Act disclosure relating  to
the  business  and finanacial affairs of the target  company
until  Arnox  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 and its
officers,  directors  and  consultants  Nevertheless,.   the
Company  will  be  required to file a Form 8-K  to  disclose
limited  information  concerning the  acquistion,  including
financial  information on the acquired  company,  within  15
days after the closing of the acquisiton.

    Limited  Assets of the Company. As of the date  of  this
Proxy  Statement, the Company has no substantial assets  and
it  is  not  anticipated that the Company will  acquire  any
substantial  assets other than the assets  of  any  business
opportunity  it  may  acquire.  Any  business  activity  the
Company  may  eventually undertake will require  substantial
capital.  Since  the  Company does not know  which  type  of
business  it  will  acquire or the capital requirements  for
such  business,  there can be no representations  respecting
the future capital needs of the Company.

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

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

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

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

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

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

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

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

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

    Lack  of  Diversification. In the event the Capston  and
its advisors are successful in identifying and evaluating  a
suitable  business  opportunity, the  Company  will  in  all
likelihood  be  required to issue its  Common  Stock  in  an
acquisition or merger transaction. Inasmuch as the Company's
cash  is limited and the issuance of additional Common Stock
will   result   in  a  dilution  of  interest  for   present
stockholders, it is unlikely the Company will be capable  of
negotiating   more   than   one   acquisition   or   merger.
Consequently,  the  Company's lack  of  diversification  may
subject  it  to  economic fluctuation  within  a  particular
industry in which an acquired enterprise conducts business.

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

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

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

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

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

                    ELECTION OF DIRECTOR

    Since  Capston  only  effected a  renewal,  revival  and
restoration of the Company's certificate of incorporation in
June of 1996, there are presently no members of the Board of
Directors  and it will be necessary to appoint at least  one
person  to  serve  as a director of the  Company  to  serve,
subject  to  the provisions of the by-laws of  the  Company,
until the 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  principal
stockholder and president of Capston. A brief account of Ms.
Fonner's business experience and education follows:

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

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

Stockholders Entitled to Vote and Vote Required.

   Directors will be elected by a plurality of the votes cast
by  the  holders  of    shares of Common Stock represented  and
voting at the Meeting, in person or by proxy.    

     all  shares of Common Stock entitled to vote at the Meeting.
Abstentions and broker non-votes will be disregarded in  the
tabulation of votes for the election of Directors*    

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

                   PROPOSED REVERSE SPLIT

    At the date of this Proxy Statement, the Company has  an
aggregate  of  3,439,247 shares of Common Stock  issued  and
outstanding. Since (i) Capston believes that the owners of a
suitable  target  company will ordinarily  want  to  control
between  80% and 90% of the Company's Common Stock upon  the
completion of a business combination transaction,  and  (ii)
Capston believes an ultimate capitalization in the 2,500,000
to  5,000,000  share  range  is ideal  for  a  small  public
Company,  Capston  believes that it  will  be  in  the  best
interest  of the Company and its Stockholders to reduce  the
number of outstanding shares to approximately 300,000 shares
by  means  of a reverse split. Capston believes such  action
will  optimize  the number of shares issued and  outstanding
after a business combination transaction, result in a higher
reported  market price for the Common Stock of the  combined
companies,  and reduce the market volatility of  the  Common
Stock of the combined companies. These changes, in turn, are
expected  to  enhance the overall perception of  the  Common
Stock  among  institutional investors and  larger  brokerage
firms. These goals, if achieved, are expected to enhance the
Company's  ability to raise additional equity  capital,  and
attract new market makers and institutional stockholders.

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

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

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

    No fractional new shares will be issued. Each holder  of
less  than  11.4642 shares, after exchange of all other  old
shares held by the holder, will be issued one (1) new  share
in exchange for such remaining old shares.
    As  soon  as  practical after the Effective  Date  of  a
reverse  split, the Company will mail letters of transmittal
to   each  holder  of  record  of  a  stock  certificate  or
certificates which represents issued shares of Common  Stock
outstanding on the Effective Date. The letter of transmittal
will   contain  instructions  for  the  surrender  of   such
certificate or certificates to the Company's transfer  agent
in  exchange for the certificates representing the number of
whole  shares of new Common Stock into which the  shares  of
Common  Stock have been converted as a result of  a  reverse
split. No payment will be made or new certificate issued  to
a  stockholder  until  he  has surrendered  his  outstanding
certificates together with the letter of transmittal to  the
Company's transfer agent.

Stockholders Entitled to Vote and Vote Required.

    The affirmative vote of the holders of a majority of all
shares  of  Common  Stock     represented  and  voting  at  the
Meeting, in person or by proxy,    will be required to  approve
the proposed reverse split. Stockholders have no right under
Delaware law or the Certificate of Incorporation to  dissent
from a reverse split

    entitled  to vote and represented in person or by  proxy  at
the Meeting*    

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

               ISSUANCE OF COMPENSATION SHARES

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

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

    A Grantee will recognize income for federal tax purposes
at  the time the Compensation Shares are issued. In general,
the  amount of ordinary income recognized by a Grantee  will
equal  the  fair market value of the Compensation Shares  on
the  date of grant. Gain or loss (if any) from a disposition
of Compensation Shares after the Grantee recognizes ordinary
income  will generally constitute short or long-term capital
gain  or  loss.  The  Company will  be  entitled  to  a  tax
deduction at the time the Grantee recognizes ordinary income
on the Compensation Shares.

Stockholders Entitled to Vote and Vote Required.

    The affirmative vote of the holders of a majority of all
shares  of  Common  Stock     represented  and  voting  at  the
Meeting,  in person or by proxy      will be required to  approve
the  proposed  issuance  of 200,000 Compensation  Shares  to
persons designated by Capston.

   entitled  to vote and represented in person or by  proxy  at
the Meeting*    

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

              APPROVAL OF FINDER'S FEE FORMULA

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

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

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

                     Entry Standards for
                   NASDAQ Small Cap Market

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

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

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

                     Entry Standards for
                NASDAQ National Market System

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

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

Stockholders Entitled to Vote and Vote Required.

    The affirmative vote of the holders of a majority of all
shares  of  Common  Stock     represented  and  voting  at  the
Meeting, in person or by proxy      will be required to  approve
the proposed finder's fee formula.

    entitled  to vote and represented in person or by  proxy  at
the Meeting*    

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

                   APPROVAL OF NAME CHANGE
               AND BUSINESS COMBINATION FORMAT

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

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

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

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

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

    In  connection with a business combination  transaction,
it  is  almost  certain that management of  the  acquisition
target  will require the Company to change its name  to  one
selected  by the Board of Directors or stockholders  of  the
acquisition target. Since it is also almost certain that the
stockholders   of  the  acquisition  target   will   possess
sufficient  voting power to cause the Company to change  its
name   after  the  acquisition,  Capston  is  seeking  prior
stockholder authorization for a change in the Company's name
that  is  (i) a negotiated element of a business combination
transaction  of the type contemplated by the  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 Stock Issuance. 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  up  to
4,500,000  shares  of  Common Stock to  unrelated  third  in
connection  with a business combination transaction  of  the
type contemplated by the Revised Plan.

    entitled  to vote and represented in person or by  proxy  at
the Meeting is*    

    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,  will  be required to     authorize an amendment  to  the
Company's Certificate of Incorporation to effect a Change in
the  Company's name that is (i) a negotiated  element  of  a
business combination transaction of the type contemplated by
the  Revised Plan, and (ii) communicated to all Stockholders
of   the   Company  as  soon  as  possible   following   the
consummation of the Revised Plan.

    entitled  to vote and represented in person or by  proxy  at
the Meeting is required*    

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

           Increase in Authorized Capitalization.

     The   authorized  capitalization  of  the  Company   is
presently  fixed  at 10,000,000 shares of Common  Stock  and
1,000,000 shares of Preferred Stock. At  September 9,  1996,
the  Company had 3,439,247 shares of Common Stock issued and
outstanding.  Thus,  at  September  9,  1996,   there   were
approximately  6,560,753 authorized shares of  Common  Stock
and1,000,000 authorized shares of Preferred Stock that  were
both unissued and not reserved for future issuance.

    Since  the  Company's  business  plan  contemplates  the
issuance  of up to 4,500,000 shares of Common Stock  to  the
current  owners  of an unidentified business or  businesses,
and  Capston  believes that the Company is  likely  to  need
substantial additional financing in the future, although the
amount   and  timing  of  the  Company's  future   financing
requirements   is   not  presently  ascertainable,   Capston
believes  that  an increase in the authorized capitalization
of  the  Company  is desirable to facilitate  the  Company's
future  financing activities. Accordingly, Capston  proposes
to  increase  the authorized Preferred Stock of the  Company
from 1,000,000 shares to 5,000,000 shares, and increase  the
authorized  Common  Stock  of the  Company  from  10,000,000
shares  to  25,000,000  shares.  Under  this  proposal,  the
relative  rights and limitations of the holders of Preferred
and Common Stock would remain unchanged.

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

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

    There  are no current plans or arrangements relating  to
the issuance of any additional shares of Common or Preferred
Stock  proposed to be authorized. In addition,  the  Company
has  no  present  intention to issue  shares  of  Common  or
Preferred  Stock  to  any  person  in  connection  with  any
acquisition   of   assets,  merger,  business   combination,
exchange  of  securities or other similar  transaction.  The
terms  of  any future offering of Common or Preferred  Stock
will  be  largely dependent on market conditions  and  other
factors existing at the time of issuance and sale.

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

Stockholders Entitled to Vote and Vote Required.

    Increase  in Common Stock. The affirmative vote  of  the
holders  of  a  majority  of  all  shares  of  Common  Stock
    represented and voting at the Meeting, in person or by proxy    
will  be  required to approve the proposed increase  in  the
Company's authorized Common Stock.

   entitled  to vote and represented in person or by  proxy  at
the Meeting*    

    Increase in Preferred Stock. 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 increase  in  the
Company's authorized Preferred Stock.

    entitled  to vote and represented in person or by  proxy  at
the Meeting*    

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

                   ADDITIONAL INFORMATION

    Capston has engaged the public accounting firm of Want &
Ender,  C.P.A. of New York, New York to audit the  Company's
financial statement for the period ending July 12, 1994, and
the  years  ending  every  year  from  December  31,1989  to
December 31,1995. Capston has also retained the firm of Want
&  Ender as auditors of various other companies, but has  no
other relationship with the firm. A representative from  the
firm  of  Want  &  Ender  will attend  the  meeting  and  be
available to answer questions from stockholders.

    Additional materials enclosed herewith include copies of
the  Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as filed with the Securities and Exchange
Commission  on June 13, 1996 "Exhibit A." The Form  10-K  is
incorporated  herein by this reference and  all  disclosures
herein  relating to the Company and its management, business
and  financial condition are qualified in their entirety  by
reference to the Form 10-K.

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

    The persons designated as proxies to vote shares at  the
Meeting  intend  to exercise their judgment in  voting  such
shares  on  other matters that may properly come before  the
Meeting. Capston does not expect that any matters other than
those  referred to in this proxy statement will be presented
for action at the Meeting.
                PROXY ARNOX CORPORATION PROXY
                              
   This Proxy is Solicited by Capston Network Co. for the
Special Meeting of Stockholders to be Held on March 10, 1997
   The undersigned hereby appoints John L. Petersen and
Lisa Duncan, and each of them, either one of whom may act
without joinder of the other, each with full power of
substitution and ratification, attorneys and proxies of the
undersigned to vote all shares of common stock of ARNOX
CORPORATION which the undersigned is entitled to vote at a
special meeting of Stockholders to be held at 3:00 p.m. on
Monday, March 10, 1997, in the Cardita Room of the Sheraton
at Sand Key 430 S., 1160 Gulf Blvd., Clearwater Beach,
Florida, and at any and all adjournments thereof:

1.    FOR the election of Sally A. Fonner to serve as the
sole member of the Board of Directors until the 1998 annual
Meeting of stockholders, or until her successor is elected
and qualified
      nFOR      nWithhold      
2.    PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION.
(a)To effect a reverse split of all issued and outstanding
shares of Common Stock in the ratio of one (1) share of new
Common Stock for each 11.4642 shares presently outstanding
so that immediately thereafter the Company will have a total
of 300,000 shares issued and outstanding
      nFOR   nAGAINST   nABSTAIN
 (b)   To increase the authorized Common Stock of the
Company to 25,000,000 shares.
      nFOR   nAGAINST   nABSTAIN
 (c)   To increase the authorized Preferred Stock of the
Company to 5,000,000 shares.
      nFOR   nAGAINST   nABSTAIN
3.     PROPOSED COMPENSATION SHARE ISSUANCE. To approve  the
issuance  of  200,000  shares of  Common  Stock  to  persons
designated by Capston as compensation for services  rendered
in connection with the implementation of the Revised Plan.
      nFOR   nAGAINST   nABSTAIN
4.  TO consider and vote upon a proposal which will give the
Board of Directors authority to pay an in-kind Finder's  Fee
to  unrelated third party finders. who introduce the Company
to a suitable acquisition prospect.
             nFOR     nAGAINST                     nABSTAIN

5.      PROPOSED   AUTHORIZATION  OF  STOCK   ISSUANCE.   To
authorize the Board of Directors to (i) change the Company's
name  and (ii) issue up to 4,500,000 shares of Common  Stock
to  unrelated  third parties, all without prior  stockholder
approval,   in   connection  with  a  business   combination
transaction of the type contemplated by the Revised Plan.
      nFOR   nAGAINST   nABSTAIN
6.     IN  their  discretion Upon such other  matters  which
may  properly  come before the meeting and  any  adjournment
thereof.
      nFOR   nAGAINST   nABSTAIN
                              
   THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
   MANNER DIRECTED HEREIN. UNLESS OTHERWISE SPECIFIED, THE
  SHARES WILL BE VOTED FOR THE DIRECTOR NOMINEE AND FOR ALL
                         PROPOSALS.
      The undersigned hereby revokes any Proxy previously
given in respect of the Annual Meeting.


Dated: _____________________, 1997
_______________________________________
      Signature of Stockholder(s)Note: Signature should
agree with the
      name on stock certificate as printed thereon.
      Executors, administrators and
      other fiduciaries should so indicate when signing.

 nI Revised Plan to personally attend the Special Meeting of
                      the Stockholders
                PLEASE MARK YOUR VOTE, DATE, SIGN AND RETURN
                         THIS PROXY
            IN THE ENCLOSED ENVELOPE.  THANK YOU.