| Here's some information on Nucleus from their web site. Have a good one.
 John
 
 The Company
 Background
 Nucleus was incorporated in December of 1997, under the laws
 of the State of Illinois to act as a holding company for its
 companies, Alliance Net, Inc. d.b.a TelOne and Nucleus Data
 Source, Inc.
 
 The Companies' initial product offerings consist of "PC Express",
 a computer repair and upgrade business, "PC OnLine", a
 computer help desk, "CheckBook", a user-friendly web site that
 stores, tracks, and presents billing information over the Internet,
 and "TelOne", a long distance reseller and acquirer of telecom
 assets.
 
 The
 Opportunities
 "PC Express" and "PC OnLine"
 
 The proliferation of computers has created a multitude of new
 business opportunities. The incredible increase in the number of
 businesses and individuals using software, hardware, and the
 Internet on a daily basis has created demand for goods and
 services related to this usage. Nucleus Holding Corporation has
 developed products and services to address this demand.
 Nucleus has diversified products and services, positioning it to
 grow with the increased usage of information and
 telecommunication technologies. We believe our user-oriented
 products, "PC Express", "PC OnLine", "CheckBook", and
 "TelOne" provide value without being vulnerable to technological
 obsolescence.
 
 "PC Express" provides a service in great demand. The growth of
 the number of computers in use has taxed the resources of
 existing service and sales organizations to the point of their being
 non-responsive to the needs of the customer. PC Express is
 sensitive to the need for quick, reliable, and cost-effective repair,
 maintenance, and upgrade services. The approach of PC
 Express establishes long-term relationships with customers and
 encourages them to take advantage of decreasing processor and
 memory costs by upgrading existing computers. As the
 sophistication level of users increases, upgrade services will be
 in greater demand. By offering clients the choice of on-site repair
 or pick-up and delivery service, PC Express ensures minimal
 disruption of the customer's activities.
 
 "PC OnLine" is a service designed to minimize the computer
 user's downtime. By providing reasonably priced help desk
 functionality, PC OnLine gives the user access to skilled
 technicians capable of solving many hardware, software, and
 configuration problems during a telephone session. This service
 also provides the technician with remote access to the user's
 computer. Diagnosis, program mending, software installation,
 and data recovery can all be performed as if the technician was
 at the user's site.
 
 "CheckBook"
 Today, electronic commerce is in its infancy. Unlike the Internet,
 which was created as a completely "open" system, expansion
 and development of electronic commerce is being stifled due to
 the unreasonable belief that it can be contained, controlled, or
 manipulated.
 
 Early entrants to the field focused on creating systems requiring
 banks, vendors, and subscribers to use non-standardized
 formats when completing electronic commerce transactions.
 Their intention was to monopolize the fields of electronic
 transactions, electronic security, and electronic bill
 presentment...electronic commerce. Banks and vendors both
 want to hold their clients hostage by tying them to a system with
 their brand name at the forefront. In both instances, the client's
 wants and needs are secondary. Management believes this
 system will not be successful.
 
 The rapid growth of the Internet proves its viability and
 foreshadows the future of the industry. The inevitable transition of
 commerce to an electronic format edifies the fact that it cannot
 be controlled. Transaction volumes alone will ensure that
 electronic commerce evolves via an "open" system and that
 government agencies and the general population will support this
 process. Nucleus' approach is to unlock opportunities today by
 creating systems that can operate openly within multiple
 environments.
 
 The "CheckBook" system allows banks, subscribers, and vendor
 companies to transact business today at little or no cost. We
 believe our network, which is capable of handling a tremendous
 volume of transactions with small, incremental costs to the
 financial institution or vendor companies, will compare favorably
 with networks charging large fees and achieving limited success
 in market penetration or longevity. This point is well-proven by our
 competitors who have, to date, amassed substantial negative
 equity due to the exorbitant cost of programming and maintaining
 multiple stand-alone systems.
 
 "TelOne"
 TelOne resells telecommunications services, including long
 distance, cellular, personal communication services (PCS), and
 paging services. The Company has a base of over 5,000
 customers, generally, small to medium-sized businesses. If the
 telecommunications needs of these customers change, TelOne
 is able to provide competitive services through the utilization of an
 effective distribution channel for suppliers of these services.
 
 TelOne's customers rely on TelOne to obtain the best quality
 telecommunication services at competitive pricing. TelOne's
 experience in the telecommunications resale industry has
 enabled The Company to become very effective in the acquisition
 of various telecommunication assets, such as customer bases
 and accounts receivable. In this dynamic business, opportunities
 continually arise. TelOne has the expertise to take advantage of
 these situations, as they occur.
 
 How Each
 System Works
 Nucleus Computers
 
 Nucleus Computers provides clients with an expedient and
 cost-effective method of custom building PC workstations,
 networks, and software platforms using industry
 leader-manufactured components branded with the "Nucleus
 Computer" name. Customers can pick and choose components
 over the Internet with which to build a suitable computer or select
 components with the assistance of a trained Nucleus technician.
 
 Nucleus "Business Browser"
 
 The "Business" browser was developed as a Nucleus-branded
 Internet access front-end tool that allows clients to directly
 access frequently used web sites via a simplified user interface.
 The browser is segregated into seven sections, as follows:
 "CheckBook", a bill payment and presentment platform;
 "Business Services", a provider of links to host companies that
 perform general business services (i.e., Federal Express, UPS,
 Amazon, Monsterboard Com, etc.); "Travel" provides clients with
 access to all major airlines' sites, hotel sites, travel guides, to
 name a few; the "News" category gives clients direct access to
 CNN, "Bloomberg Reports", "The Wallstreet Journal" NYSE,
 NASDAQ,, etc.; "Entertainment" provides clients with direct
 access to the latest theatrical events, trade shows, live feeds,
 lotteries, restaurants, etc.; and "Nucleus" covering The
 Company's major product lines. The browser is a powerful tool
 with which businesses can utilize the best of the Internet, as well
 as the vendors they use most often.
 
 Nucleus views the browser as a all-important factor in the sale of
 its Internet access products and the real estate developed for
 advertising revenue geared toward a specific client base. The
 browser was designed to be compatible with both Microsoft and
 Netscape.
 
 "PC Express"
 
 "PC Express" provides clients with an expedient and
 cost-effective method to gain hardware service for their computer
 systems. Technicians, working in a centralized location, repair
 computers that are picked up and returned by Nucleus drivers.
 This process saves customers time and money by keeping the
 technicians' hourly rate charge tied to the actual time it takes to
 repair the computer and eliminates expensive charges for travel
 time. This process actually decreases a client's "down time"
 because technicians can get to the computer quicker than if a
 visit had to be scheduled.
 
 "PC OnLine
 
 "PC OnLine" instantly brings our office to the customer's desk,
 allowing A+ Certified technicians to remotely access a client's
 computer, at their request, via modem or the Internet, to
 diagnose, install, and repair software programs, operating
 systems, and data storage devices. Customers pay a per minute
 rate for technical support instead of the industry standard "hourly
 minimums". Windows and DOS operating systems will be
 supported initially by PC Online. NDSI expects to support
 Macintosh in 1999.
 
 "CheckBook"
 
 "Checkbook" provides a depository into which multiple vendors
 can cost-effectively download rated billing information via their
 existing bill-imaging systems. Customers can then retrieve this
 information along with an aging summary for each of their
 vendors. At this point, they can pay either all or a portion of their
 bills directly to the vendor company with a credit or debit card.
 Customers disputing a bill can then contact the appropriate
 vendor to receive a corrected bill or credit. In either case, both the
 vendor and customer can react quickly and efficiently.
 
 "TelOne"
 
 TelOne acquires minutes of usage in bulk from the nations
 largest long distance, cellular, paging and local service providers.
 It then resells this usage to residential and small to medium sized
 businesses. Because of volume discounts, TelOne can enjoy
 significant margins while providing clients with a better rate than
 they could obtain through traditional channels.
 
 Mission
 Statement
 Nucleus is striving to become the leader in PC and telecom
 support for both the home and small to medium-sized office. By
 providing clients with superior customer service and
 cost-effective product lines, the management of Nucleus intends
 to become the supplier of choice for all their clients' computer
 and telecommunications needs. It is also Management's intention
 to help customers move painlessly into the "digital age", where
 paper is being rapidly replaced by electronic storage. In such a
 world, every piece of valuable information ever sent to you is
 stored, filed, and readily available in a format allowing you to
 segregate this data automatically into usable reporting
 documents (i.e., financials, tax forms, payables, warranties,
 guarantees, product direction, etc.). Think how convenient it
 would be to push a button and have all your financial information
 in "real" time -- Push another button and have your taxes
 prepared -- Or open your home or office equipment file and have,
 at your fingertips, an inventory of your appliances, hardware,
 audio/visual equipment, etc., with the respective directions and
 warranty information for each item! Nucleus will take you there.
 
 The
 Market
 Nucleus' "Business Browser" and "Internet Access", "PC
 Express", "PC OnLine" and "TelOne" markets consist of small to
 medium-sized businesses and residential clients that are not
 directly supported by the Fortune 1000 companies providing the
 majority of computer and telecom-related products acquired, to
 date, by these markets.
 
 Nucleus' "Checkbook" market is defined by two groups: vendors
 who invoice customers, and consumers with Internet access
 receiving these invoices. Internet commerce is projected to
 exceed $13 billion this year, with the total projected value of
 goods and services traded on-line between companies at $8
 billion and exploding to $327 billion by 2002. Today, fewer than
 two million consumers pay their bills electronically; however,
 industry analysts predict more than one third of the U.S.
 population will be paying bills via personal computers by the year
 2000. Management envisions Nucleus at the forefront of this
 burgeoning industry.
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