NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                          TO BE HELD ON AUGUST 14, 2000

To All Stockholders in
LS Capital Corporation

         A Special Meeting of Stockholders (the "Special Meeting") of LS Capital
Corporation,  a Delaware  corporation  (the  "Company"),  will be held on Monday
August 14,  2000 at the  offices of Pearson & Pearson,  LLC located at 1330 Post
Oak Blvd.,  Suite  2900,  Houston,  Texas,  at 10:00 a. m. local  time,  for the
purpose of considering and voting on the following matters:

         1.       An  amendment  of the  Certificate  of  Incorporation  of the
                  Company to change the name of the  Company to "Eurobid.com, 
                  Inc." (the "Corporate Name Change").

         2.       An  amendment  of  the  Certificate  of  Incorporation  of the
                  Company to effect a 1-for-25 reverse stock split (the "Reverse
                  Stock  Split") of the Company's  Common Stock,  $.01 par value
                  per share ("Common Stock"),  in which every twenty-five shares
                  of Common Stock  outstanding  as of the effective  date of the
                  amendment will be converted into one share of Common Stock.

         3.       The approval of issuances of Common Stock,  in the  discretion
                  of the  Board  of  Directors,  to  creditors  of  the  Company
                  (including   officers   and   directors  of  the  Company)  in
                  satisfaction   of   amounts   owed   by   the   Company   (the
                  "Discretionary Stock Issuances").

          4.      A fourth  amendment  (the  "Amendment No. 4") to the Company's
                  1993 Stock  Option Plan  authorizing  an increase to 6,000,000
                  shares in the number of shares of the  Company's  Common Stock
                  available for issuance of new grants under such plan, of which
                  1,000,000  shares would be reserved for grants or  replacement
                  or reload options.

          5.      A first  amendment  (the  "Amendment  No. 1") to the Company's
                  1994 Stock Plan for  Non-Employee  Directors,  authorizing  an
                  increase  to  500,000  shares  in the  number of shares of the
                  Company's  Common Stock  available  for issuance of new grants
                  under such plan.

          6.      A second  amendment  (the  "Amendment No. 2") to the Company's
                  1994  Stock Plan for  Non-Employee  Directors,  modifying  the
                  timing of grants  under  such plan and  deleting  requirements
                  that  grants  under such plan for a fiscal year be for a fixed
                  number of shares and be  conditioned  upon an  increase in the
                  Company's net income from the previous fiscal year.

          7.      Such other business as may properly come before the Special 
                  Meeting and any adjournment thereof.

         The Corporate Name Change,  the Reverse Stock Split, the  Discretionary
Stock  Issuances,  Amendment No. 4,  Amendment No. 1,  Amendment No. 2 and other
related matters are more fully described in the accompanying Proxy Statement and
the exhibits thereto, which form a part of this Notice. All stockholders will be
entitled to vote on all matters submitted for a vote at the Special Meeting. The
Board of  Directors  has  fixed the close of  business  on July 19,  2000 as the
record date for determining the  stockholders  entitled to notice of and to vote
at the Special Meeting and any adjournment thereof.