[FRONT]

                                   NELX, INC.
                         SPECIAL MEETING, JULY 11, 2002
                           --------------------------
 THIS PROXY IS SOLICITED ON BEHALF OF FS LIMITED PARTNERSHIP, JOHN M. JACOBS AND
           KATHLEEN M. JACOBS, WILLIAM D. JONES AND CYNTHIA B. JONES,
                    ELLIOT NORTHCOTT AND KATHRYN R. NORTHCOTT

         The  undersigned  hereby  appoints  JOHN M. JACOBS as Proxy,  with full
power to appoint his substitute, and hereby authorizes him to appear and vote as
designated  on the reverse  side,  all shares of the common stock of NELX,  Inc.
held of record by the undersigned on May 30, 2002, at the special meeting of the
shareholders  of NELX,  Inc. to be held on July 11, 2002,  and any  adjournments
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.

                (Continued and to be signed on the reverse side.)




Please mark your votes as in this example.


                                                   
                           VOTE FOR        VOTE WITHHELD
                         all nominees        AUTHORITY
                          listed at           from all
  1.   ELECTION        right except as        nominees
  OF DIRECTORS          marked to the                       Nominees: John M. Jacobs
                        contrary below                                Fredrick E. Ferguson
                             _                  __                    C. David Thomas
                            /_/                /__/



FOR, EXCEPT VOTE
WITHHELD AS TO THE
FOLLOWING NOMINEES
(IF ANY):



2.IN THEIR DISCRETION,  THE NAMED PROXIES MAY VOTE ON SUCH OTHER BUSINESS AS MAY
  PROPERLY COME BEFORE THE ANNUAL MEETING,  OR ANY ADJOURNMENTS OR POSTPONEMENTS
  THEREOF.

The undersigned  acknowledges  receipt of the accompanying Proxy Statement dated
June 10, 2002.

SHARES  REPRESENTED  BY THIS  PROXY  WILL BE  VOTED  AT THE  ANNUAL  MEETING  IN
ACCORDANCE  WITH THE  SHAREHOLDER'S  SPECIFICATIONS  ABOVE.  THE  PROXY  CONFERS
DISCRETIONARY  AUTHORITY  IN RESPECT TO MATTERS NOT KNOWN OR  DETERMINED  AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF  SHAREHOLDERS  TO THE
UNDERSIGNED.


--------------------------    ----------------------------       ---------------
SIGNATURE OF SHAREHOLDER      SIGNATURE IF HELD JOINTLY          DATE:

NOTE:  Please mark, date, sign and return this Proxy promptly using the enclosed
envelope. When shares are held by joint tenants, both should sign. If signing as
a  attorney,  executor,  administrator,  trustee or  guardian,  please give full
title. If a corporation or partnership,  please sign in corporate or partnership
name by an authorized person.